-----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, WYY4HJXSiv+60XzZpmjkLo4Nziop0WVQ+lvxtozE5/aiv7nvn50etD43sy/OPrrc eE6dFFPj0v+K9tQAQNunQA== 0000950134-01-503709.txt : 20010702 0000950134-01-503709.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950134-01-503709 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010611 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010629 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: 1671445 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 d88829e8-k.txt 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) June 11, 2001 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. On June 11, 2001, NTN Communications, Inc. announced that its subsidiary, Buzztime Entertainment, Inc., had entered into a development, license and marketing agreement with Scientific Atlanta, Inc. to co-develop an application to enable operation of a BUZZTIME interactive trivia game show channel on Scientific Atlanta's Explorer digital interactive set-top network for distribution by cable operators to their subscribers. Buzztime will be responsible for the trivia game channel content including ongoing programming and player promotions. The channel will derive revenue from cable operator license fees, premium subscription fees and advertising revenue. In connection with the development, license and marketing agreement, an affiliate of Scientific Atlanta agreed to invest $1.0 million in Buzztime for 636,943 shares of Buzztime's preferred stock, representing 6% of Buzztime's capitalization on an as-converted basis, and warrants to obtain an additional 159,236 shares of Series A Preferred Stock. Each share of preferred stock is initially convertible into one share of Buzztime's common stock at a conversion price of $1.57, subject to future adjustment, and entitled to a non-cumulative dividend of 8%, if, when and as declared by Buzztime's board of directors. The $1.0 million in net proceeds may only be used towards development of the application for Scientific Atlanta and fulfillment of Buzztime's obligations under the development, license and marketing agreement. NTN agreed to grant Scientific Atlanta a right to exchange its shares of Buzztime's preferred stock into shares of NTN common stock upon the earliest of (i) Buzztime is unable to obtain additional equity financing of $2.0 million before June 8, 2002, (ii) the liquidation, dissolution or bankruptcy of Buzztime before June 8, 2002, (iii) the failure of Buzztime to conduct a qualified public offering by June 8, 2004, or (iv) a change in control of Buzztime before June 8, 2002. The exchange price will be the 20-day average closing of NTN's common stock immediately preceding the date Scientific Atlanta gives notice of its exercise of its rights. NTN granted Scientific Atlanta piggyback and S-3 registration rights on any NTN shares it would receive in such exchange. Upon receipt of $1.0 million from Scientific Atlanta on June 25, 2001, Buzztime issued 636,943 shares of Series A Preferred Stock to Scientific Atlanta, thereby consummating the securities purchase transaction. The full text of the press release describing the Scientific Atlanta transaction is set forth in Exhibit 99.1 attached hereto. ITEM 7. EXHIBITS. Exhibit Number Description ------- ----------- 99.1 Press release dated June 11, 2001. 3 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/ James B. Frakes -------------------------------- James B. Frakes Chief Financial Officer Date: June 29, 2001 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release dated June 11, 2001.
EX-99.1 2 d88829ex99-1.txt PRESS RELEASE DATED JUNE 11, 2001 1 EXHIBIT 99.1 BUZZTIME ENTERTAINMENT, INC., A SUBSIDIARY OF NTN COMMUNICATIONS, INC., RECEIVES $1 MILLION INVESTMENT FROM SCIENTIFIC-ATLANTA, INC. - Scientific-Atlanta and Buzztime Entertainment Team to Make the BUZZTIME Trivia Game Show Channel Available to Cable Operators - CARLSBAD, Calif., June 11 /PRNewswire/ -- NTN Communications, Inc. (Amex: NTN - news), an interactive game content developer and distributor, today announced that its subsidiary, Buzztime Entertainment, Inc. and Scientific-Atlanta, Inc. (NYSE: SFA - news) have entered into an agreement to co-develop an application to run the popular BUZZTIME interactive trivia game show channel on Scientific-Atlanta's Explorer digital interactive set-tops, including the 6 million deployed today. BUZZTIME is the first interactive cable channel that enables every member of the family to tune into live competitions with other trivia buffs across the street or across the country at anytime. In addition, Scientific-Atlanta has invested $1 million in Buzztime Entertainment in exchange for a 6% ownership position and warrants to obtain another 1.5%. This investment was made in the form of preferred stock issued by the Buzztime Entertainment, Inc. subsidiary of NTN Communications, Inc. The preferred stock is exchangeable at a later date into shares of NTN common stock under certain circumstances. Under the terms of the agreement, Scientific-Atlanta is developing the application to enable the BUZZTIME channel to operate on Scientific-Atlanta's Explorer digital interactive set-top network. Buzztime Entertainment will produce the game show cable channel and competitions. Scientific Atlanta will provide BUZZTIME Entertainment with marketing and promotional support through its Turn-Key Applications Group. The channel includes BUZZTIME TV Trivia, Kids Only Trivia(TM), Sports Trivia(R) and Countdown(R) general trivia and is designed specifically to add value to existing digital cable systems. The channel will derive revenue from cable operator license fees, premium subscription fees and advertising revenue. The BUZZTIME channel will be showcased in Scientific-Atlanta's Booth #3100 at the NCTA Cable 2001 Exhibition, June 11-13, in Chicago, IL. Buzztime Entertainment owns and produces the vast library of interactive content developed over the last 15 years by NTN Communications and is currently played by millions of people each month on the NTN Network of 3,500 restaurants and sports bars. Buzztime Entertainment also produces customized versions of its programs for Microsoft's WebTV, Yahoo! Games and the Sprint PCS Wireless Web, all from its ITV studio in Carlsbad, California. "This is the first strategic investment into our Buzztime Entertainment subsidiary. We created Buzztime Entertainment 18 months ago as a vehicle to capture a share of the ITV and wireless consumer gaming markets," said Stan Kinsey, chairman and CEO of NTN Communications, Inc. "This agreement with Scientific-Atlanta gets us closer to creating a scalable business model for the home consumer. It is our goal to continue to finance this endeavor with strategic partners." "Over the years, NTN has proven the popularity of our trivia game show channel to millions of loyal fans. Deploying BUZZTIME as an interactive cable channel on existing cable systems is key to our revenue model," said Tyrone Lam, President of Buzztime Entertainment, Inc. "Cable 2 operators are looking for incremental value for their existing digital cable subscribers. The BUZZTIME channel is designed specifically to bring that value without having to upgrade the set-top in the subscribers' homes." When deployed, Buzztime Entertainment's multi-player gaming technology will enable national competitions between players across numerous interactive platforms. In the partnership, Buzztime Entertainment will be responsible for the trivia game channel content including ongoing programming and player promotions. This release contains forward-looking statements, including statements relating to future revenues, the development of the application, production of trivia content and distribution channels, and future business plans, which are subject to risks and uncertainties including changing economic conditions, product demand and market acceptance risks, the impact of competitive products and pricing, the effect of the Company's accounting policy and other risk factors detailed in the Company's Securities and Exchange Commission filings, including the Company's Report on Form 10-K for the fiscal year ended December 31, 2000, its quarterly reports on Form 10-Q and reports on Form 8-K. For additional information on NTN Communications at no charge, please call 1-800-PRO-INFO and enter ticker symbol NTN. About BUZZTIME Entertainment, Inc. and NTN Communications, Inc. Based in Carlsbad, Calif., NTN Communications, Inc. (Amex: NTN - news) is the parent corporation of two business units: Buzztime Entertainment, Inc. and the NTN Network(TM). Buzztime Entertainment, Inc., operators of BUZZTIME, an interactive entertainment channel, develops and distributes "play-along" sports and trivia games to a variety of interactive platforms, including WebTV, AT&T Interactive Television, Sun Java TV, AOL International, Sprint PCS, Yahoo! Games, the NTN Network, www.buzztime.com, www.predicttheplay.com and Midway coin-operated games. NTN's hospitality business is the largest out-of-home interactive television network in the world. Through NTN's Digital Interactive Television (DITV) technology, the NTN Network broadcasts entertainment and sports programming engaging over 1.7 million players and reaching more than 6 million unique consumers each month in more than 3,500 national hospitality locations like TGIFriday's, Damon's, BW3, Bennigan's and others. About Scientific-Atlanta Scientific-Atlanta, Inc. (NYSE: SFA - http://www.scientificatlanta.com) is a leading supplier of digital content distribution systems, transmission networks for broadband access to the home, digital interactive set-tops and subscriber systems designed for video, high speed Internet and voice over IP (VoIP) networks, and worldwide customer service and support. - -2- -----END PRIVACY-ENHANCED MESSAGE-----