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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 30, 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)
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ITEM 5. OTHER EVENTS.
On January 30, 2001, NTN Communications, Inc. reported that it had reached
agreement with the holders of its 7% convertible senior subordinated promissory
notes to extend the maturity date of the aggregate $4 million in promissory
notes from February 1, 2001 to February 1, 2003. The promissory notes remain
convertible at $1.275 per share, but the terms were modified to reduce the
interest rate from 7% to 4% and to permit NTN to convert up to the full
principal amount of the promissory notes into NTN common stock at maturity at a
conversion price of $1.275 per share. In addition, if NTN's common stock closes
above $2.50 for more than 20 consecutive trading days, NTN can force conversion
of the promissory notes at $1.275 per share.
In addition, NTN and certain equity investors who participated in a private
placement of common stock and warrants in November 2000 reached an agreement to
revise the terms of the private placement in exchange for the issuance of
350,043 shares of NTN common stock. The revisions eliminated the exercise price
reset provisions contained in the warrants as well as the investors' rights to
receive additional shares of NTN common stock upon the occurrence of certain
events. Furthermore, the investors agreed to surrender and cancel their rights
to additional contingent warrants for 609,291 shares of NTN common stock.
In connection with these agreements, the employment agreement between NTN and
Stanley B. Kinsey, chief executive officer of NTN, was extended for one year.
The full text of the press release is set forth in Exhibit 99.1 attached hereto.
ITEM 7. EXHIBITS.
Exhibit
Number Description
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99.1 Press release dated January 30, 2001.
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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/ Zach A. Vela
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Zach A. Vela
Chief Financial Officer
Date: February 5, 2001
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated January 30, 2001.