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): October 15, 2008

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):

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

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

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

¨ 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.

On October 15, 2008, Barry Bergsman resigned as a director of NTN Buzztime, Inc. (the “Company”), effective October 31, 2008.

In connection with Mr. Bergsman’s resignation, the Company entered into an Amendment to Stock Option Grants with Mr. Bergsman, dated October 16, 2008 (the “Amendment”). Pursuant to the terms of the Amendment, the post-separation exercisability period of Mr. Bergsman’s 120,000 vested stock options, which were granted before 2007, was extended from October 31, 2010 to October 31, 2011 and the post-separation exercisability period of Mr. Bergsman’s 20,000 vested stock options which were granted in 2007 was extended from October 31, 2009 to October 31, 2010.

To fill the vacancy created by Mr. Bergsman’s resignation, the Board of Directors (upon the favorable recommendation of the Nominating and Corporate Governance Committee), elected Terry Bateman to join the Board as a director effective November 1, 2008.

There were no arrangements or understandings between Mr. Bateman and any other person pursuant to which he was selected as a director.

On November 1, 2008, the effective date of his election to the Board, in accordance with the Board compensation provisions with respect to new directors as currently in effect, Mr. Bateman will be granted options to purchase 30,000 shares of the Company’s Common Stock pursuant to the Company’s 2004 Performance Incentive Plan (the “Plan”). The exercise price of these options will be equal to the closing market price of the Company’s common stock on the date of grant. One half of these option shares are immediately vested and exercisable. The remaining shares vest and become exercisable in equal installments each month immediately subsequent to the date of grant and up to the date of the next annual meeting of shareholders, which is expected to occur in or about May 2009. The option shares are subject to full acceleration of vesting upon a change of control event (as defined in the Plan).

The Company expects Mr. Bateman to become a member of the Audit Committee. He may also be appointed to one or more other Board committees.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment to Stock Option Grants dated October 16, 2008 between NTN Buzztime, Inc. and Barry Bergsman.

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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: October 21, 2008	By:	/s/ Kendra Berger
		Kendra Berger, Chief Financial Officer and Secretary

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EXHIBIT INDEX

Exhibit No.	Document
10.1	Amendment to Stock Option Grants dated October 16, 2008 between NTN Buzztime, Inc. and Barry Bergsman.

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EX-10.1

Exhibit 10.1

AMENDMENT TO STOCK OPTION GRANTS

The following shall constitute an amendment to certain stock option agreements entered into by and between Barry Bergsman (“Director”) and NTN Buzztime, Inc. (the “Company”).

RECITALS

A. Over the course of Director’s service on the Board of Directors (the “Board”) of the Company, the Company granted stock options (the “Options”) to Director under the terms of the Company’s stock plans then in effect (collectively, the “Stock Plans”). The details of the Options are set forth in the Options and Awards Summary attached hereto. Each Option is evidenced by certain documentation, including but not limited to an Annual Director Stock Option Agreement (collectively, the “Option Agreements”) and the Stock Plan from which each Option was granted.

B. In connection with Director’s resignation from the Board effective October 31, 2008, the Board has amended the Options and the respective Option Agreements to provide for extended exercise periods following termination of Director’s service on the Board, with such amendments taking effect as set forth in this Amendment, effective October 31, 2008. All other provisions of the Option Agreements that are not modified by this Amendment remain in full force and effect.

NOW, THEREFORE, pursuant to the terms of the Option Agreements and the Stock Plans, 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 each 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 each Option are amended to provide as follows:

(a) Each Option granted prior to June 2007 shall hereafter be exercisable until the earlier of the Expiration Date (as defined in the applicable Option Agreement) and October 31, 2011.

(b) The Option granted on June 15, 2007, shall hereafter be exercisable until the earlier of the Expiration Date and October 31, 2010.

2. Entire Agreement. Each Option and applicable Option Agreement is amended by the provisions of this Amendment. Except as so amended, the terms of the Options and the Option Agreements shall remain in full force and effect. In the event of any conflict between this Amendment and the Options and Option Agreements, this Amendment shall govern. This Amendment and the Option Agreements, 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.

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/ Michael K. Fleming
	Michael K. Fleming
	On Behalf of the Board of Directors
Date: October 16, 2008
/s/ Barry Bergsman, an individual
Barry Bergsman
Date: October 16, 2008

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EXHIBIT A

Grant Date	Number of Options Granted	Options Vested
6/29/2001	20,000	20,000
5/31/2002	20,000	20,000
5/2/2003	20,000	20,000
9/30/2004	20,000	20,000
6/10/2005	20,000	20,000
6/14/2006	20,000	20,000
6/15/2007	20,000	20,000
Total	140,000	140,000