8-K

UNITED STATES

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):  February 6, 2009

NTN Buzztime, Inc.

(Exact name of registrant as specified in its charter)

001-11460

(Commission File Number)

Delaware	31-1103425
(State or other jurisdiction of  incorporation)	(I.R.S. Employer Identification No.)

5966 La Place Court

Carlsbad, California 92008

(Address of principal executive offices, with zip code)

760-438-7400

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.

On February 6, 2009, Gary Arlen resigned as a director of NTN Buzztime, Inc. (the “Company”), effective February 6, 2009.

In connection with Mr. Arlen’s resignation, the Company entered into a Separation Agreement with Mr. Arlen, dated February 6, 2009 (the “Agreement”).  Pursuant to the terms of the Agreement, the post-separation exercisability period of Mr. Arlen’s 20,000 vested stock options which were granted on June 15, 2007 was extended from February 6, 2010 to June 15, 2010.  Additionally, pursuant to the terms of the Agreement, the Company agreed to pay Mr. Arlen cash compensation equal to $14,500 which represents the estimated amount of cash compensation Mr. Arlen would have received had he continued his current service as a director through the date of the Company’s next annual meeting of stockholders.

Item 9.01                      Financial Statements and Exhibits.

(d)  Exhibits

10.21           Separation Agreement dated February 6, 2009 between NTN Buzztime, Inc. and Gary Arlen.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NTN Buzztime, Inc.
Date:  February 9, 2009	By:	/s/ Kendra Berger
		Kendra Berger, Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit No.	Document
10.21	Separation Agreement dated February 6, 2009 between NTN Buzztime, Inc. and Gary Arlen.

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EX-10.1

Exhibit 10.21

SEPARATION AGREEMENT

The following shall represent the terms of separation entered into by and between Gary Arlen (“Director”) and NTN Buzztime, Inc. (the “Company”).

RECITALS

A.           On June 15, 2007, the Company granted stock options (the “Options”) to Director under the terms of the Company’s 2004 Performance Incentive Plan (“Stock Plan”) in exchange for Director’s service on the Board of Directors.

B.           In connection with Director’s resignation from the Board effective February 6, 2009, the Board has amended the Options and the related Option Agreement to provide for an extended exercise period following termination of Director’s service on the Board, with such amendment taking effect as set forth in this Amendment, effective February 6, 2009.  All other provisions of the Option Agreement that are not modified by this Amendment remain in full force and effect.

C.           In connection with the resignation from the Board effective February 6, 2009, The Board has also agreed to pay Director cash compensation equal to $14,500 which represents the estimated amount of cash compensation Director would have received had he continued his current service as a director through the date of the Company’s next annual meeting of stockholders.

NOW, THEREFORE, pursuant to the terms of the Option Agreement and the Stock Plan, and in consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties hereto mutually agree as follows:

1.           Notwithstanding the language set forth in the Option Agreement related to the period of time following termination of Director’s service on the Board in which vested Options must be exercised, the terms of the Options are amended to provide as follows:

(a)         The Options shall hereafter be exercisable until the earlier of the Expiration Date (as defined in the Option Agreement) and June 15, 2010.

2.           Entire Agreement.  The Options and the Option Agreement are amended by the provisions of this Amendment.  Except as so amended, the terms of the Options and the Option Agreement shall remain in full force and effect.  In the event of any conflict between this Amendment and the Options and Option Agreement, this Amendment shall govern.  This Amendment and the Option Agreement, with the exhibits attached thereto, constitute the entire agreement between Director and the Company regarding the terms and conditions of Director’s Options. This Amendment supersedes all prior negotiations, representations or agreements between Director and the Company, whether written or oral, concerning the modifications of Director’s Options.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year written below.

NTN Buzztime, Inc.
By:	/s/ Kendra Berger
	Kendra Berger, Chief Financial Officer and Secretary On Behalf of the Board of Directors
Date: February 6, 2009
Gary Arlen, an individual
	/s/ Gary Arlen
Gary Arlen
Date: February 6, 2009

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