SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
January 16, 2003
NTN Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-11460 31-1103425
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
5966 La Place Court
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
(760) 438-7400
(Registrant's telephone number,
including Area Code)
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ITEM 5. OTHER EVENTS.
On January 16, 2003, NTN Communications, Inc. ("NTN") issued 1,000,000
shares of restricted common stock, $.005 par value ("Common Stock"), to
Scientific-Atlanta Strategic Investments, L.L.C. ("S-A") in exchange for the
surrender by S-A of 636,943 shares of Buzztime Entertainment, Inc. ("Buzztime")
Series A preferred stock pursuant to the Right of First Refusal and Exchange
Agreement entered into by and among NTN, Buzztime and S-A as of June 8, 2001.
The parties agreed that the price of Common Stock for purposes of the exchange
was $1.00 per share. NTN has agreed to file a registration statement covering
the resale of the shares of Common Stock no later than 100 days after the date
of issuance.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NTN COMMUNICATIONS, INC.
By: /s/ James B. Frakes
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James B. Frakes
Chief Financial Officer
Date: January 22, 2003