-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AptkibyATB4YjEx6D4ocu5Ixi2eJWWY6wS64GqG2lMz8dBY8TxSme5WrFF3/1kYO 7jE1IBpkV0m8/IMrlsG/ZQ== 0000950134-00-003439.txt : 20000418 0000950134-00-003439.hdr.sgml : 20000418 ACCESSION NUMBER: 0000950134-00-003439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20000414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTN COMMUNICATIONS INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11460 FILM NUMBER: 602717 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6194387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- Date of Report (Date of earliest event reported) April 14, 2000 NTN COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter)
DELAWARE 001-11460 31-1103425 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.) 5966 LA PLACE COURT CARLSBAD, CALIFORNIA 92008 (Address of Principal Executive Offices) (Zip Code)
(760) 438-7400 (Registrant's telephone number, including Area Code) ------------------- 2 ITEM 5. OTHER EVENTS. This Current Report on Form 8-K is filed by NTN Communications, Inc. RECENT COMPANY DEVELOPMENTS Preliminary Operating Results for Quarter Ended March 31, 2000. Based on our preliminary estimates, we believe that our revenues for the first quarter ended March 31, 2000, were approximately $5.9 million, and that we incurred a net loss during the quarter of approximately $400,000. The net loss is determined after taking into account a reversal of a put right liability of approximately $1,793,000 as of December 31, 2000, which reduced expenses in the first quarter. Without the reduction in expenses attributable to the reversal of the put right liability, our net loss for the first quarter of 2000 would have been approximately $2.2 million. Recent Developments Pertaining to DITV Network. In 1999, we introduced a new Digital Interactive Television Network(TM) ("DITV Network") with a Windows-based platform and 900 MHz Playmakers to replace our original NTN Network, which is DOS-based with 49 MHz Playmakers. The DITV Network contains many new features, such as full-motion video capabilities and high-resolution graphics, to allow more compelling content and better advertising opportunities. In addition, the new, more consumer friendly Playmakers have increased transmission range and have a longer battery life. They feature a much larger, eight line LCD screen that displays sports scores and other ticker information. They also enable electronic, text-based chat between patrons. NTN has experienced higher operating costs with the DITV Network. The increased costs associated with transmitting the larger data files associated with full-motion advertisements and new programming content have been partially offset by lower costs for technical service and equipment repairs. NTN is testing alternative data transmission methods and file compression technologies to reduce these costs, but we cannot give assurances that we will be able to do so. As of December 31, 1999, approximately 1,500 DITV systems were installed, representing 52% of the total network. During the first quarter of 2000, NTN installed an additional 382 DITV systems, 223 of which were conversions and 159 of which were installed in new sites. NTN plans to continue to convert the remaining DOS-based systems to DITV by fall of 2000. We estimate that NTN will convert 75% of the 1,000 systems remaining on the original NTN Network to the DITV Network and that service will be terminated as to the remainder of the systems in accordance with existing contract terms with our customers. We expect that NTN will require approximately $2.5 million in capital expenditures and will incur approximately $350,000 in one time costs to convert the additional 750 systems. Agreement with the National Football League. We have had a 15-year relationship with the National Football League as a licensee for the hospitality version of our "QB1" predict-the-play interactive game. On April 3, 2000, we extended the hospitality platform provisions of our existing License Agreement with National Football League Properties, Inc. through April 15, 2000, while we continue our negotiations with the NFL for a new agreement. We are also seeking 1 3 to renew an online license with the NFL that brought QB1 to the Internet at websites QB1.com and NFL.com last season. We are continuing our negotiations with the NFL, although we cannot give assurances that we will ultimately be able to reach agreement with the NFL on these matters. Settlement of Class-Action Lawsuit. On April 3, 2000, the U.S. District Court for the Southern District entered a final judgment and order of dismissal in the class-action lawsuit entitled Eliot Miller and Jay Iyer, shareholders on behalf of themselves and all others similarly situated vs. NTN Communications, Inc., Patrick J. Downs, Daniel C. Downs, Donald C. Klosterman, Ronald E. Hogan, Gerald P. McLaughlin and KPMG LLP. The settlement becomes final upon the expiration of the time for filing a notice of appeal, which is thirty days after entry of judgment, or May 3, 2000. Warrant Exercise. On March 27, 2000, each of the two holders of the common stock purchase warrants issued pursuant to the Exchange Agreement, dated October 5, 1998, by and between NTN and holders of the Series B Preferred Stock, provided notice of the election of each holder to exercise the warrants to purchase 500,000 shares of Common Stock. Each holder elected to utilize the cashless exercise option as provided by the warrants. The purchase price of the warrants in effect at the time of exercise was $0.005 per share based upon the provisions of the warrants. On March 29, 2000 we issued 499,548 shares of Common Stock to each holder. Conversion of Senior Convertible Subordinated Notes. On March 16, 2000, the holders of the 7% Senior Convertible Subordinated Notes due February 2001 provided notice of each holder's election to convert $100,000 of principal amount of the Notes plus accrued interest into shares of Common Stock. On March 16, 2000, in accordance with the provisions of the Notes, we issued 79,575 shares of Common Stock to each of the two holders. RISK FACTORS Our business, results of operation and financial condition could be adversely affected by a number of factors. These risks have been outlined in our Annual Report on Form 10-K for fiscal year ended December 31, 1999, as amended by Amendment No. 1 thereto on Form 10-K/A filed on April 5, 2000. In addition to the risks disclosed in such filings and in our other filings with the SEC, we also inform investors of the following risks: We Incurred a Significant Net Loss During the First Quarter of 2000, and We Expect to Incur Significant Net Losses in the Future. Based on our preliminary estimates, we believe that we incurred a net loss during the quarter ended March 31, 2000, of approximately $400,000. The net loss for the first quarter would have been approximately $2.2 million, except for a one-time reduction of expenses during the quarter attributable to a reversal of a put right liability described above under "Recent Company Developments". These figures compare to a net loss for the first quarter of 1999 of $832,000. We expect to incur significant and increasing operating and net losses for the foreseeable future. 2 4 Our Limited Liquidity and Capital Resources May Constrain Our Ability to Operate and Grow Our Business. We estimate that, at March 31, 2000, our current assets exceeded our current liabilities by approximately $21,000. On April 14, 2000, we announced plans to raise $6.0 million through the underwritten sale of 2,000,000 shares of our common stock pursuant to NTN's existing shelf registration statement. (A copy of our press release announcing the offering is filed as an exhibit to this report and is incorporated herein by reference.) We intend to use the net proceeds of the proposed offering (which proceeds are expected to be approximately $5.185 million) to market our new game portal called BUZZTIME.com(TM), to convert our existing customer base to the DITV Network, and for working capital and general corporate purposes. We expect that we will require additional equity or debt financing in an aggregate amount of $10 million as early as the start of the third quarter of the current fiscal year to continue the development and marketing of "BUZZTIME.com" and the expansion and improvement of our DITV Network. We cannot give assurances that we will be able to raise capital, if at all, on terms that we believe to be satisfactory. If we are unable to raise capital when needed, or if our cash flows are less than we anticipate, or if we incur unanticipated expenses, our ability to develop and market BUZZTIME.com and improve and expand the DITV Network will be materially adversely affected. Any additional equity financing may be done on terms which are dilutive to stockholders. Lack of Compliance with American Stock Exchange Guidelines. The American Stock Exchange (AMEX) has published a set of continued listing guidelines that it follows to determine whether an AMEX-listed company should continue trading or listing of its securities on the exchange. Under these guidelines, the AMEX will consider suspending or "delisting" a company's securities from the exchange: o if it has stockholders' equity of less than $2,000,000 and has incurred operating or net losses in two of its three most recent fiscal years; o if it has stockholders' equity of less than $4,000,000 and has incurred operating or net losses in three its four most recent fiscal years; or o if it has sustained operating or net losses in its five most recent fiscal years. As we reported in our 1999 Annual Report on Form 10-K, we incurred a net loss of $2,498,000 for the year ended December 31, 1999, representing our fifth consecutive year of losses. Additionally, we reported shareholders' equity of $2,221,000 as of December 31, 1999. As such, NTN is technically not in compliance with the continued listing guidelines of the AMEX. We have received correspondence from the AMEX indicating that, despite the fact that NTN does not currently meet the guidelines, the AMEX will continue the listing of NTN's Common Stock pending a review by the AMEX of NTN's 1999 Annual Report on Form 10-K and certain other financial information that we have supplied to the AMEX. The determination by the AMEX is subject to our making favorable progress towards complying with the guidelines and to periodic review by the AMEX of our filings with the SEC. We cannot assure that our Common Stock will remain listed on the AMEX or any other exchange or quotation system in the future. If our Common Stock is delisted from the AMEX, holders of our Common Stock may experience decreased liquidity, and our stock price could be adversely affected. 3 5 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Description - ------ ----------- 4.1 Warrant Agreement, dated June 30, 1999 between NTN Communications, Inc. and Interactive Marketing, Inc. 4.2 Warrant Agreement, dated December 20, 1999 between NTN Communications, Inc. and Sikander, Inc. 4.3 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.4 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.5 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.6 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 21.1 List of Subsidiaries 99.1 Press release issued by NTN Communications, Inc. on April 14, 2000 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NTN COMMUNICATIONS, INC. By: /s/ Kendra Berger ------------------------ Kendra Berger Chief Financial Officer Date: April 14, 2000 S-1 7 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 Warrant Agreement, dated June 30, 1999 between NTN Communications, Inc. and Interactive Marketing, Inc. 4.2 Warrant Agreement, dated December 20, 1999 between NTN Communications, Inc. and Sikander, Inc. 4.3 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.4 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.5 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 4.6 Warrant Agreement, dated November 10, 1999 between NTN Communications, Inc. and Spencon Integrated Solutions, LLC 21.1 List of Subsidiaries 99.1 Press release issued by NTN Communications, Inc. on April 14, 2000 EX-4.1 2 WARRANT AGREEMENT DATED 6/30/99 1 EXHIBIT 4.1 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Warrant to Purchase WE-012 300,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER JUNE 30, 1999 AND VOID AFTER JUNE 30, 2002. Warrant Price: $0.8125 (eighty-one and one quarter cent) per share. 1. THIS IS TO CERTIFY that, for value received, INTERACTIVE MARKETING, INC. (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, at anytime from and after June 30, 1999, and on or before June 29, 2002 (the "Warrant Period"), up to 300,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased. This Warrant shall be exercisable as to 50,000 shares on the last day of each of the six consecutive months commencing June, 1999 (the "Exercise Dates"). If a "Change of Control Event," as defined in Paragraph 7 hereof, occurs, this warrant shall become exercisable in the full amount of 300,000 shares. This Warrant may be exercised in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") and any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. 4. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. 5. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 for so long as and to the extent that such requirements apply to the Company. 6. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 6. 3 (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 6, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records of the Company, the obligation to deliver to such Holder 4 any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 6 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. 7. Notwithstanding anything to the contrary herein the Exercise Dates shall automatically be accelerated immediately upon a Change in Control Event. A "Change in Control Event" shall mean: (1) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership of 50% or more of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition by the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation. (2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be 5 considered as though such individual were a member of the Incumbent Board; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (3) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation (a "transaction"), unless, following such transaction in each case, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such transaction and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitles who were the beneficial owners, respectively, of the outstanding Common stock and Outstanding Voting Securities immediately prior to such transaction; or (4) Approval by the shareholders of the Corporation of (A) a complete liquidation or dissolution of the Corporation or (B) the sale or other disposition of all or substantially all of the assets of the Corporation, unless such assets are sold to a corporation and following such sale or other disposition, the condition described in paragraph (3) above is satisfied. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: June 30, 1999 NTN COMMUNICATIONS INC. By: /s/ Stanley B. Kinsey ------------------------ Stanley B. Kinsey Chairman and CEO ATTEST: [seal] By: /s/ Kendra Berger ---------------------- Kendra Berger Secretary 6 SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 7 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: INTERACTIVE MARKETING, INC. ---------------- By: ----------------------------------------- Address: 225 South Sepulveda Boulevard, Suite 360 Manhattan Beach, CA 90266 Taxpayer ID Number: ---------------------------------- 8 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: ----------------- ---------------------- Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - ---------------------------------- ---------------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME SUCH SIGNATURE IS PRESENTED TO THE COMPANY. EX-4.2 3 WARRANT AGREEMENT DATED 12/20/99 1 EXHIBIT 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Warrant to Purchase WE-017 30,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER DECEMBER 20, 1999 VOID AFTER DECEMBER 19, 2002. Warrant Price: $0.6250 (Sixty-Two and One-Half Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Sikander, Inc. (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, at anytime from and after December 20, 1999, and on or before December 19, 2002 (the "Warrant Period"), up to 30,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased. This Warrant may be exercised in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. 2 This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") or any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as and to the extent that such requirements apply to the Company. 4. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of 3 Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 4, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets, the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records of the Company, the obligation to deliver to such Holder any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company 4 shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 4 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: December 20, 1999 NTN COMMUNICATIONS INC. By: /s/ Kendra Berger -------------------------- Kendra Berger Chief Financial Officer ATTEST: [seal] By: /s/ Kathy Miles -------------------------- Kathy Miles Assistant Secretary 5 SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 6 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: SIKANDER, INC. ----------------- By: ------------------------------- Address: 3540 West Sahara Las Vegas, NV 89102 Social Security Number: ---------------------------------- 7 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: -------------------- ------------------------------- Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - ---------------------------------- ---------------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME SUCH SIGNATURE IS PRESENTED TO THE COMPANY. EX-4.3 4 WARRANT AGREEMENT DATED 11/10/99 1 EXHIBIT 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Warrant to Purchase WE-013 150,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER NOVEMBER 10, 2000 AND VOID AFTER NOVEMBER 10, 2002. Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Spencon Integrated Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, at anytime from and after November 4, 2000, and on or before November 3, 2002 (the "Warrant Period"), up to 150,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased as follows: This Warrant shall become exercisable as to 37,500 shares on and after November 10, 2000, and as to 1/12 of the remaining 112,500 shares on the last day of each of the twelve consecutive months immediately following November 2000 (the "Exercise Dates"). This Warrant may be exercised, as to shares as to which it has become exercisable, in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its 2 Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") or any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as and to the extent that such requirements apply to the Company. 4. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. 3 (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 4, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets, the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records 4 of the Company, the obligation to deliver to such Holder any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 4 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. 5. Notwithstanding anything to the contrary herein the Exercise Dates shall automatically be accelerated immediately upon a Change in Control Event. A "Change in Control Event" shall mean: (1) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership of 50% or more of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition by the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a 5 vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (3) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation (a "transaction"), unless, following such transaction in each case, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such transaction and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitles who were the beneficial owners, respectively, of the outstanding Common stock and outstanding voting securities of the Corporation immediately prior to such transaction; or (4) Approval by the shareholders of the Corporation of (A) a complete liquidation or dissolution of the Corporation or (B) the sale or other disposition of all or substantially all of the assets of the Corporation, unless such assets are sold to a corporation and following such sale or other disposition, the condition described in paragraph (3) above is satisfied. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: November 10, 1999 NTN COMMUNICATIONS INC. By: /s/ Kendra Berger ----------------------------- Kendra Berger Chief Financial Officer ATTEST: [seal] By: /s/ Kathy Miles ----------------------------- Kathy Miles Assistant Secretary 6 SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 7 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: SPENCON INTEGRATED SOLUTIONS, LLC ------------------ By: ---------------------------------------- Address: 7525 Wingshadow Drive Scottsdale, AZ 85255 Taxpayer ID Number: -------------------------------------------- 8 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: ----------------- ------------------------------- Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - - - ---------------------------------- ------------------------------------ - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME SUCH SIGNATURE IS PRESENTED TO THE COMPANY. EX-4.4 5 WARRANT AGREEMENT DATED 11/10/99 1 EXHIBIT 4.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Warrant to Purchase WE-013 150,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER NOVEMBER 10, 2000 AND VOID AFTER NOVEMBER 10, 2002. Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Spencon Integrated Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, at anytime from and after November 4, 2000, and on or before November 3, 2002 (the "Warrant Period"), up to 150,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased as follows: This Warrant shall become exercisable as to 37,500 shares on and after November 10, 2000, and as to 1/12 of the remaining 112,500 shares on the last day of each of the twelve consecutive months immediately following November 2000 (the "Exercise Dates"). This Warrant may be exercised, as to shares as to which it has become exercisable, in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") or any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as and to the extent that such requirements apply to the Company. 4. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. 3 (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 4, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets, the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records of the Company, the obligation to deliver to such Holder any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. 4 (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 4 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. 5. Notwithstanding anything to the contrary herein the Exercise Dates shall automatically be accelerated immediately upon a Change in Control Event. A "Change in Control Event" shall mean: (1) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership of 50% or more of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition by the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but excluding, for this purpose, any such individual whose initial assumption of office occurs as 5 a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (3) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation (a "transaction"), unless, following such transaction in each case, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such transaction and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitles who were the beneficial owners, respectively, of the outstanding Common stock and outstanding voting securities of the Corporation immediately prior to such transaction; or (4) Approval by the shareholders of the Corporation of (A) a complete liquidation or dissolution of the Corporation or (B) the sale or other disposition of all or substantially all of the assets of the Corporation, unless such assets are sold to a corporation and following such sale or other disposition, the condition described in paragraph (3) above is satisfied. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: November 10, 1999 NTN COMMUNICATIONS INC. By: /s/ Kendra Berger -------------------- Kendra Berger Chief Financial Officer ATTEST: [seal] By: /s/ Kathy Miles -------------------- Kathy Miles Assistant Secretary 6 SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 7 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: SPENCON INTEGRATED SOLUTIONS, LLC ------------------ By: ---------------------------------------- Address: 7525 Wingshadow Drive Scottsdale, AZ 85255 Social Security Number: ---------------------------------- 8 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: ----------------- ------------------------------ Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - - - ---------------------------------- ------------------------------------------ - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip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arrant to Purchase WE-015 25,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER JULY 1, 2000 AND VOID AFTER JUNE 30, 2002. Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Spencon Integrated Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to 25,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased as follows: This Warrant shall become exercisable in full on and after July 1, 2000 only in the event the Company determines, in its sole discretion, that BUZZTIME.com has generated, on or before July 1, 2000 (the "Exercise Date"), a minimum of $500,000 in advertising and related revenue, as set forth paragraph 4(b) of the Engagement Agreement, dated November 10, 1999, by and between the Company and the Holder. In such event, the Company shall so notify the Holder in writing and this Warrant shall therefrom be and become exercisable at anytime and from time to time from and after the Exercise Date and on or before June 30, 2002. If the Company shall not have so notified the Holder on or before July 1, 2000, this Warrant shall be null and void and of no further force and effect. This Warrant may be exercised, as to shares as to which it has become exercisable, in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") or any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as and to the extent that such requirements apply to the Company. 4. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. 3 (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 4, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets, the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records of the Company, the obligation to deliver to such Holder any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. 4 (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 4 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. 5. Notwithstanding anything to the contrary herein the Exercise Dates shall automatically be accelerated immediately upon a Change in Control Event. A "Change in Control Event" shall mean: (1) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership of 50% or more of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition by the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 5 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (3) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation (a "transaction"), unless, following such transaction in each case, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such transaction and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitles who were the beneficial owners, respectively, of the outstanding Common stock and outstanding voting securities of the Corporation immediately prior to such transaction; or (4) Approval by the shareholders of the Corporation of (A) a complete liquidation or dissolution of the Corporation or (B) the sale or other disposition of all or substantially all of the assets of the Corporation, unless such assets are sold to a corporation and following such sale or other disposition, the condition described in paragraph (3) above is satisfied. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: November 10, 1999 NTN COMMUNICATIONS INC. By: /s/ Kendra Berger ------------------------ Kendra Berger Chief Financial Officer ATTEST: [seal] By: /s/ Kathy Miles ----------------------- Kathy Miles Assistant Secretary SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated 6 below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 7 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: SPENCON INTEGRATED SOLUTIONS, LLC ------------------ By: ---------------------------------------- Address: 7525 Wingshadow Drive Scottsdale, AZ 85255 Social Security Number: -------------------------------------------- 8 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: ----------------- ------------------------------ Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - - - ---------------------------------- ----------------------------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME SUCH SIGNATURE IS PRESENTED TO THE COMPANY. EX-4.6 7 WARRANT AGREEMENT DATED 11/10/99 1 EXHIBIT 4.6 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. Warrant to Purchase WE-016 25,000 Shares NTN COMMUNICATIONS INC. (Incorporated under the laws of the State of Delaware) WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC. EXERCISABLE ONLY AFTER JANUARY 1, 2001 AND VOID AFTER DECEMBER 31, 2003. Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per share. 1. THIS IS TO CERTIFY that, for value received, Spencon Integrated Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to 25,000 shares of the $.005 par value common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to receive certificate(s) for the Common Stock so purchased as follows: This Warrant shall become exercisable in full on and after January 1, 2001 only in the event the Company determines, in its sole discretion, that the Company's Online/Internet division has generated, on or before January 1, 2001 (the "Exercise Date"), a minimum of $2,000,000 in advertising and related revenue, as set forth paragraph 4(b) of the Engagement Agreement, dated November 10, 1999, by and between the Company and the Holder. In such event, the Company shall so notify the Holder in writing and this Warrant shall therefrom be and become exercisable at any time and from time to time from and after the Exercise Date and on or before December 31, 2003 (the "Warrant Period"). If the Company shall not have so notified the Holder on or before January 1, 2001, this Warrant shall be null and void and of no further force or effect. This Warrant may be exercised, as to shares as to which it has become exercisable, in whole or in part. Such exercise shall be accomplished by tender to the Company of the purchase price set forth above as the warrant price (the "Warrant Price"), either in cash or by certified check or bank cashier's check, payable to the order of the Company, together with presentation and surrender to the Company of this Warrant with an executed subscription in substantially the form attached hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be issued upon the exercise of this Warrant. 2 2. The Company agrees at all times to reserve and hold available out of the aggregate of its authorized but unissued Common Stock the number of shares of its Common Stock issuable upon the exercise of this and all other Warrants of like tenor then outstanding. The Company further covenants and agrees that all shares of Common Stock that may be delivered upon the exercise of this Warrant will, upon delivery, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the purchase thereof hereunder. This Warrant and the Common Stock issuable upon the exercise hereof may not be sold, transferred, pledged or hypothecated unless the Company shall have been supplied with evidence reasonably satisfactory to it that such transfer is not in violation of the Securities Act of 1933, as amended (the "Act") or any applicable state laws. Subject to the satisfaction of the aforesaid condition, this Warrant shall be transferable by the Holder. If this Warrant is transferred, in whole or in part, upon surrender of this Warrant to the Company, the Company shall deliver to each transferee a Warrant evidencing the rights of such transferee to purchase the number of shares of Common Stock that such transferee is entitled to purchase pursuant to such transfer. The Company may place a legend on this Warrant or any replacement Warrant and on each certificate representing shares issuable upon exercise of this Warrant as to which the Company has not been supplied evidence that the transfer of such security would not be in violation of the Act and any applicable state laws. 3. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company, nor to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue by reason of this Warrant or the interest represented hereby, or the shares purchasable hereunder, until or unless, and except to the extent that, this Warrant is exercised. This Warrant is exchangeable upon its surrender by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares purchasable hereunder, each of such new Warrants to represent the right to purchase such number of shares as may be designated by the Holder at the time of such surrender. The Company shall comply with the reporting requirements of Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as and to the extent that such requirements apply to the Company. 4. The Warrant Price and the number of shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of any of the events specified in this Section 4. 3 (a) In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, the number of shares of Common Stock purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder of this Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company that he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of shares of Common Stock so purchasable immediately thereafter. (c) For the purpose of this Section 4, the term shares of Common Stock shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Warrant, or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of change in par value, or from par value to no par value, or from no par value to par value. (d) If during the Warrant Period the Company consolidates with or merges into another corporation or transfers all or substantially all of its assets, the Holder shall thereafter be entitled upon exercise hereof to purchase, with respect to each share of Common Stock purchasable hereunder immediately prior to the date upon which such consolidation or merger becomes effective, the securities or property to which a holder of shares of Common Stock is entitled upon such consolidation or merger, without any change in, or payment in addition to the Warrant Price in effect immediately prior to such merger or consolidation, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to ensure that all of the provisions of this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or asset transfer unless prior to the consummation thereof the successor corporation resulting therefrom shall assume by written agreement executed and mailed to the registered Holder at his address shown on the books and records of the Company, the obligation to deliver to such Holder any such securities or property as in accordance with the foregoing provisions such Holder shall be entitled to purchase. 4 (e) Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the registered Holder of this Warrant, stating the adjusted Warrant Price and the adjusted number of shares of Common Stock or other securities or property purchasable upon the exercise hereof resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Board of Directors of the Company shall determine the adjusted Warrant Price and the securities or property purchasable upon exercise. If any voluntary or involuntary dissolution, liquidation, or winding up of the Company is proposed, the Company shall give at least 20 days prior written notice of such proposal to the registered Holder hereof stating the date on which such event is to take place and the date (which shall be at least 20 days after giving of such notice) as of which the holders of shares of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dissolution, liquidation or winding up. This Warrant and all rights hereunder shall terminate as of the date on which such dissolution, liquidation, or winding up takes place. The notices pursuant to this paragraph shall be given by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at his address appearing in the records of the Company. (f) Irrespective of any adjustments pursuant to this Section 4 to the Warrant Price or to the number of shares or other securities or other property obtainable upon exercise of this Warrant, this Warrant may continue to state the Warrant Price and the number of shares obtainable upon exercise, as the same price and number of shares stated herein. 5. Notwithstanding anything to the contrary herein the Exercise Dates shall automatically be accelerated immediately upon a Change in Control Event. A "Change in Control Event" shall mean: (1) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")) of beneficial ownership of 50% or more of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change in Control Event: (A) any acquisition by the Corporation or (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 5 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (3) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation (a "transaction"), unless, following such transaction in each case, more than 50% of, respectively, the then outstanding shares of common stock of the corporation resulting from such transaction and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entitles who were the beneficial owners, respectively, of the outstanding Common stock and outstanding voting securities of the Corporation immediately prior to such transaction; or (4) Approval by the shareholders of the Corporation of (A) a complete liquidation or dissolution of the Corporation or (B) the sale or other disposition of all or substantially all of the assets of the Corporation, unless such assets are sold to a corporation and following such sale or other disposition, the condition described in paragraph (3) above is satisfied. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers, and the corporate seal hereunto affixed. DATED: November 10, 1999 NTN COMMUNICATIONS INC. By: /s/ Kendra Berger ---------------------- Kendra Berger Chief Financial Officer ATTEST: [seal] By: /s/ Kathy Miles ---------------------- Kathy Miles Assistant Secretary 6 SUBSCRIPTION FORM (To be Executed by the Registered Holder to Exercise the Rights To Purchase Common Stock Evidenced by the Within Warrant) The undersigned hereby irrevocably subscribes for ________ shares (the "Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant to and in accordance with the terms and conditions of the attached Warrant and hereby makes payment of $___________ therefor, and requests that a certificate for such shares be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If such number of shares is not all of the shares purchasable pursuant to the attached Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, the undersigned hereby represents to the Company that he is acquiring the Stock for his own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the "Act"). The undersigned also understands that the Company has not registered the Stock under the Act, in reliance upon the private offering exemptions contained in Section 4(2) of the Act, and that such reliance is based in part upon the undersigned's representations. The undersigned understands that because the Stock has not been registered under the Act, the undersigned must hold such Stock indefinitely unless such Stock is subsequently registered and qualified under such statutes or is exempt from such registration and qualification. Before the undersigned makes any transfer or disposition of any shares of the Stock, the undersigned agrees to give to the Company written notice of its intention to do so and to describe briefly the manner of such proposed transfer or disposition. The undersigned shall make no such transfer or disposition unless (a) such transfer or disposition can be made without registration under the Act and qualification under the Law by reason of specific exemptions from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Act and has been declared effective with respect to such disposition. The undersigned agrees that each certificate representing the Stock delivered to him shall bear substantially the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." 7 The undersigned further agrees that the Company may place stop orders on the certificates evidencing the Stock with the transfer agent, if any, to the same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon the undersigned's furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date: SPENCON INTEGRATED SOLUTIONS, LLC ------------------ By: ---------------------------------------- Address: 7525 Wingshadow Drive Scottsdale, AZ 85255 Taxpayer ID Number: -------------------------------------------- 8 ASSIGNMENT (To be Executed by the Registered Holder to Effect Transfer of the Within Warrant) For Value Received _______________ hereby sells, assigns and transfers to ____________________ this warrant and the rights represented hereby to purchase Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint _________________ ______________________ as attorney to transfer this warrant on the books of the Company with full power of substitution. Date: Signed: ----------------- ------------------------------ Please print or typewrite name Please insert Social Security or other and address of assignee: Tax Identification Number of Assignee: - - - ---------------------------------- -------------------------------------- - ---------------------------------- - ---------------------------------- - ---------------------------------- Zip THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME SUCH SIGNATURE IS PRESENTED TO THE COMPANY. EX-21.1 8 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.1 List of Subsidiaries 1. BUZZTIME.com, Inc., a Delaware corporation, is wholly-owned by NTN. 2. IWN, Inc., a Delaware corporation, is wholly-owned by NTN. 3. IWN, L.P., a Delaware limited partnership, whose general partner is IWN, Inc. 4. Tapco, Inc., a California corporation, is wholly-owned by NTN. 5. National Telecommunicator Network, Inc., a California corporation, is wholly-owned by NTN. EX-99.1 9 PRESS RELEASE 1 EXHIBIT 99.1 NTN COMMUNICATIONS RAISES $6.0 MILLION IN PUBLIC OFFERING CARLSBAD, Calif.--April 14, 2000-- NTN Communications Inc. (AMEX:NTN), a leading interactive game content developer and distributor, today announced that it is raising $6.0 million through the underwritten sale of 2.0 million shares of NTN common stock pursuant to NTN's existing shelf registration. The proceeds from the sale will enable the company to effectively launch its new game portal, BUZZTIME.com and convert NTN hospitality locations to the company's new DITV technology. Starr Securities, Inc. and GunnAllen Financial, collectively, have agreed to purchase the 2,000,000 shares of NTN common stock at a price of $3.00 per share. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Based in Carlsbad, NTN Communications is the parent corporation of two operating divisions: BUZZTIME.com(TM) and NTN Network(R). BUZZTIME develops and distributes sports and trivia games to a variety of interactive platforms, including Buzztime.com(TM), NTN Network, America Online, AT&T Interactive Television, Midway coin-operated games, QB1.com and ntn.com. The NTN Network, NTN's hospitality business, operates its DITV interactive television network that broadcasts BUZZTIME.com games to millions of consumers each month at restaurants, sports bars and taverns. -----END PRIVACY-ENHANCED MESSAGE-----