ntn_8k-103008.htm
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 30, 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
(I.R.S. Employer Identification No.)
incorporation)
  


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))
 

 
 
 

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

On October 30, 2008, the Board of Directors of NTN Buzztime, Inc. (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, elected Kenneth L. Keymer to fill a Board vacancy.  Mr. Keymer’s election to the Board will be effective November 6, 2008.  The vacancy was created by the Board acting to increase the size of the Board from six seats to seven seats.
 
There were no arrangements or understanding between Mr. Keymer and any other person pursuant to which he was selected as a director.
 
On November 6, 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. Keymer 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 our 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).
 


 
 
 
 
 
 
 

 
 
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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:  November 5, 2008
By:  /s/ Kendra Berger                                            
 
Kendra Berger, Chief Financial Officer and Secretary




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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