8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):  April 12, 2010

NTN BUZZTIME, INC.

 (Exact name of Registrant as Specified in Charter)

Delaware	001-11460	31-1103425
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5966 La Place Court
Carlsbad, California	92008
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (760) 438-7400

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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:

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))

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

Effective as of April 12, 2010, we appointed Michael Bush, currently a member of our Board of Directors, as our Chief Executive Officer and President.  Mr. Bush will remain active on our Board, but will resign from the Audit and Nominating and Corporate Governance/Compensation committees effective April 12, 2010. We issued a press release, a copy of which is filed as an exhibit to this report, regarding the foregoing.

Mr. Bush, age 49, has served on our board since September 2009 andjoins the Company with over 23 years executing business growth strategies and building sustainable shareholder value, most recently as President and Chief Executive Officer of 3 Day Blinds Corporation, a position he held from September 2007 to April 2010.  Prior to 3 Day Blinds, from December 2003 to February 2007, Mr. Bush served as President and Chief Executive of Anchor Blue Retail Group, a 175 store chain of youth oriented apparel stores and served as President and Chief Executive Officer of Levi’s and Dockers’ Outlets by MOST, an 80 store chain of outlet stores selling Levi Strauss & Company apparel in outlet malls.  From February 2000 to May 2002, Mr. Bush was President and Chief Executive of Bally North America, a member of the board of directors of Bally International AG, the parent company for Bally, and Senior Vice President of Global Re-engineering.  Prior to Bally, Mr. Bush was Chief Operating Officer and Executive Vice President of Movado Group, Inc., a publicly traded global manufacturer and marketer of wristwatches.  Mr. Bush joined Movado from Ross Stores where he served as Senior Vice President of strategic planning, business development and marketing.  Mr. Bush currently serves as a director of Ross Stores (ROST), a Fortune 500 company, and Technoserve, a global not-for-profit enterprise. Mr. Bush also joins 3 Day Blinds’ board of directors effective upon his resignation as President and Chief Executive Officer of 3 Day Blinds.  He is a graduate of Dartmouth College and the Stanford Graduate School of Business.

On April 12, 2010, we entered into an employment agreement with Mr. Bush.  The agreement provides that Mr. Bush’s employment is “at will” and he will receive an annual base salary of $375,000.  He will be eligible to receive a cash bonus of up to 50% of his base salary, based on achievement of specified corporate performance targets.  A portion of Mr. Bush’s 2010 target bonus will be guaranteed in the amount of $50,000 payable pursuant to the terms of our Executive Incentive Plan.  The board may in its sole discretion award an incentive bonus of up to 100% of Mr. Bush’s base salary for demonstrated extraordinary performance.  Mr. Bush will be eligible to receive a $25,000 retention bonus payable upon the completion of six (6) months of co ntinued employment.  

In connection with the commencement of Mr. Bush’s employment, and subject to shareholder approval of our 2010 Performance Incentive Plan (the “2010 Plan”) at our 2010 annual meeting of stockholders, we will grant Mr. Bush an option to purchase 1,750,000 shares of our common stock, subject to the terms of the 2010 Plan and our standard form of stock option agreement for executive employees.  Mr. Bush will also be eligible for a one-time anniversary option grant on or about the completion of twelve (12) months of continued employment in the amount of 500,000 shares of our common stock in accordance with the 2010 Plan.  Subject to Mr. Bush’s continued service to the Company, each of the option grants shall become vested as to 25% of the total number of shares of common stock o n the first anniversary of the award date.  The remaining 75% of the total number of shares of common stock shall become vested in 36 substantially equal monthly installments thereafter.  Upon the occurrence of a change in control, vesting shall automatically accelerate with respect to 50% of the then unvested portion of the options, and our board may, in its discretion, accelerate vesting with respect to the remaining portion of unvested options.

Mr. Bush will be entitled to health and life insurance and other benefits generally available to our employees.  In the event Mr. Bush’s employment with us is terminated without cause, we will pay, as severance pay, an amount equal to the sum of one (1) month of severance for every two (2) months he has been employed up to a maximum of six (6) months calculated at his base salary rate in effect on the date of termination, which shall be payable in substantially equal installments on a bi-weekly basis over the payment period.  If Mr. Bush’s employment is terminated with cause, he will not be entitled to any severance benefits.

The foregoing description of Mr. Bush’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, which will be filed with our periodic report for the applicable period.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits

Exhibit No. Description                                                                                                       

99.1 Press Release dated April 12, 2010.

SIGNATURE

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.
BY:	/s/ Kendra Berger
	Kendra Berger Chief Financial Officer

Date:  April 15, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE-

April 12, 2010

COMPANY CONTACT:

Kendra Berger

Chief Financial Officer

NTN Buzztime, Inc.

(760) 438-7400

CCG CONTACT:

Mark Collinson

Senior Partner

CCG Investor Relations

(310) 954-1343

NTN Buzztime, Inc. Announces New CEO Michael J. Bush to Lead Company

CARLSBAD, Calif., April 12/PRNewswire-FirstCall/ — NTN Buzztime, Inc. (NYSE Amex: NTN) today announced that Michael J. Bush, currently a member of the company’s Board of Directors, has been appointed Chief Executive Officer, effective April 12, 2010. Mr. Bush will remain on the Board, but resign from the Audit and Nominating and Corporate Governance/Compensation committees.

Commenting on the appointment, Mr. Bush stated, “I greatly look forward to leading NTN Buzztime as we seek to capitalize on the significant strides we made in 2009 by solidifying and executing our business plan. Buzztime has great potential to add significant value to our bar and restaurant clients through player growth and activation. I see a tremendous future for the business.”

“We are extremely pleased to have Michael at this important juncture in the company’s history. His track record, skill set and contribution as a member of the Board ideally position him to lead the next phase of growth at NTN Buzztime,” noted Chairman Jeff Berg.

Mr. Bush joins NTN Buzztime with over 23 years executing business growth strategies and building sustainable shareholder value, most recently as President and CEO of 3 Day Blinds, Inc. Prior to 3 Day Blinds, Mr. Bush was President and Chief Executive at Anchor Blue Retail Group, a 175 store chain of youth oriented apparel stores and Levi's and Dockers' Outlets by MOST, an 80 store chain of outlet stores selling Levi Strauss & Company apparel in outlet malls. Mr. Bush also participated as an investor with Sun Capital Partners in the November 2003 buy out of Anchor Blue.

Before Anchor Blue, Mr. Bush was President and Chief Executive of Bally North America, a member of the Board of Directors of Bally International AG, the parent company for Bally and Senior Vice President of Global Re-engineering. During his time at Bally, Mr. Bush was instrumental in restructuring the global operations of Bally as part of a turnaround plan. While working on global re-engineering, Mr. Bush also managed the North American operations for Bally which included wholesale, retail, distribution and merchandising operations.

Prior to Bally, Mr. Bush was Chief Operating Officer and Executive Vice President of Movado Group, Inc., a publicly traded global manufacturer and marketer of wristwatches. Mr. Bush joined Movado from Ross Stores where he served as Senior Vice President of Strategic Planning, Business Development and Marketing. He began his career at Bain & Company in San Francisco where he worked for 6 years primarily focusing on retail and consumer goods companies.

Mr. Bush currently serves as a director of Ross Stores (NSDQ:ROST), a Fortune 500 company, and Technoserve, a global not-for-profit enterprise involved in economic development in Africa and Latin America. He is a graduate of Dartmouth College and the Stanford Graduate School of Business.

About Buzztime

NTN Buzztime, Inc. (NYSE Amex: NTN) is one of the most popular interactive bar and restaurant entertainment networks. Trusted for over 25 years by restaurant, bar and pub owners, Buzztime develops trivia, card and sports games and broadcasts them on the Buzztime Network to 4,000 locations throughout North America. More than 1,000,000 registered players use a blue Playmaker or their Apple iPhone® to compete in more than 4,500,000 games each month. Players spread the word and invite friends and family to their favorite Buzztime location to enjoy an evening of fun and competition or unwind from a hectic day. Buzztime ups the fun factor – turning visitors into regulars and attracting new players every day of the week. For the most up-to-date information on NTN Buzztime, please visit http://www.buzztime.com/.

Forward-looking Statements

This release contains forward-looking statements which reflect management's current views of future events and operations. These statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include the risk of changing economic conditions, failure of product demand or market acceptance of both existing and new products and services and the impact of competitive products and pricing. Please see NTN Buzztime, Inc. 's recent filings with the Securities and Exchange Commission for information about these and other risks that may affect the Company. All forward-looking statements included in this release are based on information available to us on the date hereof. These statements speak only as of the date hereof, and NTN Buzztime, Inc. does not undertake to publicly update or revise any of its forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized.

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