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)
December 11, 2001
NTN Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-11460 31-1103425
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
5966 La Place Court
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
(760) 438-7400
(Registrant's telephone number, including Area Code)
-------------------
ITEM 5. OTHER EVENTS.
Effective on December 11, 2001, the holders of the 4% convertible senior
subordinated notes due 2003 issued by NTN Communications, Inc. converted $2.0
million of the outstanding $4.0 million principal amount into shares of the
Company's common stock at a conversion price of $1.22 per share. The holders of
the notes received an aggregate amount of 1,639,344 shares of the Company's
common stock. In connection with the conversion, the interest rate on the
remaining outstanding principal of the notes was increased to 8% from 4% per
annum.
ITEM 7. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Conversion and Note Amendment Agreement dated as of November 30,
2001 by and among NTN Communications, Inc., Stark International and
Shepherd Investment International, Ltd.
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
-------------------------
James B. Frakes
Chief Financial Officer
Date: December 11, 2001
Exhibit 4.1