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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)
April 19, 2000
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 April 19, 2000, NTN Communications, Inc. (the "Company") completed an
underwritten public offering of 2,000,000 shares of its Common Stock, $.005 par
value. The Company intends to use the net proceeds received from the offering
(estimated to be approximately $5,185,000) to market its new game portal called
BUZZTIME.com(TM), to convert its existing customer base to the DITV Network, and
for working capital and general corporate purposes.
The Company believes that its current financial resources and projected cash
flows, together with the net proceeds received from the offering, will be
sufficient to fund continuing operations through December 31, 2000. Depending on
market conditions, the Company may attempt to raise capital or attract strategic
investors during the second half of this year for, among other uses, further
development and marketing of BUZZTIME.com and further expansion and improvement
of its DITV Network.
On April 20, 2000, the Company announced its strategic plan for its BUZZTIME.com
interactive game web site, which the Company expects to launch in the next
several weeks. The plan is as follows:
o Launch BUZZTIME.com as a uniquely compelling game site providing a
strong combination of quiz show programming, player community and a
robust player rewards program. BUZZTIME.com's National Operations
Center will link players from various interactive platforms and
networks into a single powerful database. The player rewards program
will enable all BUZZTIME.com players to earn BuzzPoints and prizes
regardless of which platform they choose to access the programming.
o Broadly Distribute Content -- The popularity of the Company's
programming has generated recent agreements with America Online, AT&T
Interactive Offerings Group, FOXSports.com, Midway Games and others.
BUZZTIME.com continues to develop a broad network of partnerships with
other Internet and interactive TV distribution partners for the
delivery and promotion of its branded interactive games.
o Promote BUZZTIME.com on the NTN Hospitality Network -- The Company will
use its "out-of-home" network to promote BUZZTIME.com on over 10,000
television screens in thousands of restaurants, sports bars and hotels
in the U.S. The NTN Network hosts over 17 million games played each
month, and through on-site polling, the Company estimates that 80% of
its network viewers use the Internet.
o Leverage the BUZZTIME.com Interactive Studio -- BUZZTIME.com's advanced
technology can make any live or taped television broadcast interactive.
The Company's unique television studio is comprised of 16 broadcast
bays, multiple satellite feeds, server farms and a vast 24/7 broadcast
schedule. In addition to its own game broadcasts, the studio will host
third party game play in return for player registrations, promotion
and/or a share of advertising revenues. BUZZTIME.com's recent agreement
to host thousands of live Internet players for
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Fox Family Channel's new live game show, Paranoia, demonstrates this
technological capability.
o Forge relationships between loyal players and advertising and marketing
partners to capitalize on the Company's proven programming and expanded
player reach. This will be accomplished through the Company's unique
technology, powerful database, stratified programming, customized
marketing programs and dedicated sales staff. The Company believes that
this will bring strong revenue growth over the next 12 months from a
number of avenues including advertising and sponsorships; direct
marketing partnerships geared toward BUZZTIME.com's unique membership
rewards program; pay-to-play subscriptions; and consumer research
services for advertisers.
Certain statements contained in this report that are not historical information
contain forward-looking statements. These forward-looking statements, including
those relating to the growth and success of the Company and its BUZZTIME.com web
site, are subject to risks and uncertainties, including product demand and
market acceptance risks, the growth of the Internet and interactive television,
the impact of competitive products and technology, and the availability of
capital on acceptable terms, as well as other factors discussed in the Company's
other reports filed with the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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1.1 Underwriting Agreement, dated April 14, 2000 among Starr Securities,
Inc., GunnAllen Financial, Inc. and the Company regarding the sale of
2,000,000 shares of the Registrant's common stock (the "Shares").
4.1 Warrant Agreement, dated April 19, 2000, among Starr Securities, Inc.,
GunnAllen Financial, Inc. and the Company.
4.2 Warrant Certificate, dated April 19, 2000, between GunnAllen Financial,
Inc. and the Company.
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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/ Kendra Berger
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Kendra Berger
Chief Financial Officer
Date: April 21, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement, dated April 14, 2000 among Starr Securities,
Inc., GunnAllen Financial, Inc. and the Company regarding the sale of
2,000,000 shares of the Registrant's common stock (the "Shares").
4.1 Warrant Agreement, dated April 19, 2000, among Starr Securities, Inc.,
GunnAllen Financial, Inc. and the Company.
4.2 Warrant Certificate, dated April 19, 2000, between GunnAllen Financial,
Inc. and the Company.