ntn_8k-020310.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): February 3, 2010
|
NTN
BUZZTIME, INC.
|
|
(Exact
name of registrant as specified in its charter)
|
|
|
|
Delaware
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
|
|
|
001-11460
|
31-1103425
|
|
Commission
File Number
|
(IRS
Employer Identification
No.)
|
|
|
|
|
5966
La Place Court, Suite 100
Carlsbad,
California
|
92008
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
|
|
(760)
438-7400
|
|
(Registrant's
telephone number, including area
code)
|
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.
On
February 4, 2010, the nominating and corporate governance compensation committee
(the “Committee”) of our board of directors adopted the NTN Buzztime, Inc.
Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal
Year 2010 (the “Plan”). The Plan period is from January 1, 2010 to
December 31, 2010. The Committee will administer and interpret the
Plan.
The Plan
will be funded according to the percentage by which our company’s financial
performance meets a specified corporate goal. Our board of directors set the
corporate goal as a target amount of earnings before interest, tax, depreciation
and amortization (EBITDA) for our 2010 fiscal year. If our company’s financial
performance meets the corporate goal, the Plan will be funded at a rate of
100%. If our company’s financial performance exceeds the corporate
goal, the Committee, at its discretion, may choose to fund the Plan with a
larger amount. If our company’s financial performance is above 90% of the
corporate goal but below 100%, the Plan will be funded based on a sliding scale.
For example, if our company’s financial performance is 90% of the corporate
goal, the Plan will be funded at a rate of 40%, and if our company’s financial
performance is 95% of the corporate goal, the Plan will be funded at a rate of
70%. If our company’s financial performance is not at least 90% of the corporate
goal, the Plan will not be funded at all.
Under the
terms of the Plan, each participant will have a target payout amount that is
assigned according to such participant’s position and job level and will be
paid, if the Plan is funded, in 50% cash and 50% equity. The target payout
amount will be based on a percentage of the participant’s annual base salary
(excluding benefits) as of December 31, 2010. The target payout amount for our
named executive officers is 50% of their annual base salary (excluding benefits)
as of December 31, 2010. The equity that will be awarded if the Plan is funded
will be in the form of restricted stock units awarded pursuant to our company’s
2010 Performance Incentive Plan, which plan will be submitted to, and is
contingent upon the approval of, our stockholders at our next annual meeting of
stockholders. The restricted stock units will be 100% vested upon the
achievement of the corporate goal. The number of shares of our common stock
subject to the restricted stock units will be determined based on the
achievement level of the corporate goal and using a value of $0.6250 per
restricted stock unit.
The
Committee will determine our company’s financial performance against the
corporate goal. This determination will be made as soon as practicable following
December 31, 2010. Subject to the other terms of the Plan, a cash payout, if
any, will be made within 30 days after the date we receive our independent
auditor’s report on our company’s annual financial statements for 2010, but no
later than March 15, 2011. Similarly the equity award grant, if any,
will be awarded within the same time period.
Individuals
that hold the following offices with our company are eligible to participate in
the Plan: Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer and Executive Vice President of Technology & Programming. In
addition, to be eligible to participate in the Plan, individuals must (i) be
employed by us on or before October 1, 2010, on active, full-time, paid status,
(ii) not be a participant in any of our other incentive compensation programs,
and (iii) be employed by us on the payout date. An individual who is appointed
to one of the eligible offices after January 1, 2010 (either through new hire,
promotion or transfer) will be assigned a target payout and will be able to earn
prorated incentive payment on that basis.
The table
below sets out the target payout amount payable to, and the number of shares of
common stock subject to restricted stock units issuable to, each of our named
executive officers under the terms of the Plan assuming our company’s financial
performance achieves the corporate goal at a rate of 100%:
|
|
|
|
|
|
#
of Shares of Common Stock
Subject
to Restricted Stock Units
|
|
|
Terry
Bateman, Chief Executive Officer*
|
|
93,750 |
|
|
150,000 |
|
|
Kendra
Berger, Chief Financial Officer
|
|
75,000 |
|
|
120,000 |
|
* As
previously announced, Mr. Bateman announced his intention to resign from his
position as our chief executive officer. As of the date of this report, Mr.
Bateman continues to serve as our chief executive officer and is eligible to
participate in the Plan.
On
February 3, 2010, the Committee determined to increase the target payout amount
payable to our Chief Financial Officer under our NTN Buzztime, Inc. Corporate
Incentive Plan for Eligible Employees of NTN Buzztime, Inc. and NTN Canada Inc.
Fiscal Year 2009 from 35% to 50% of her 2009 base salary.
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.
|
|
|
|
|
|
Dated:
February 8, 2010
|
By:
|
/s/
Kendra Berger
|
|
|
|
Kendra
Berger
Chief
Financial Officer
|