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): June 16, 2016

 

 

 

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.)

     

2231 Rutherford Road, Suite 200

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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As previously reported, at our annual meeting of stockholders held on June 3, 2016, our stockholders approved an amendment to our restated certificate of incorporation to give effect to, first, a reverse split of our outstanding common stock at an exchange ratio of 1-for-100 and, then, immediately following such reverse split, a forward split of our outstanding common stock at a ratio that is not less than 2-for-1 nor greater than 4-for-1, with the final ratio to be selected by our board of directors in its sole discretion. As also previously reported, our board of directors set the final ratio of the forward split at 2-for-1. We refer to the reverse split and to the forward split, together, as the “reverse/forward split.”

 

On June 16, 2016 (the “Effective Date”), we filed with the Secretary of State of Delaware the amendment to our restated certificate of incorporation to effect the reverse/forward split. The 1-100 reverse split was effective at 6:00 p.m. Eastern Time on the Effective Date and the 2-for-1 forward split was effective at 6:01 p.m. Eastern Time on the Effective Date. Any fractional share of common stock resulting from the forward split was rounded up to the nearest whole share. Any stockholder who, as of immediately prior to 6:00 p.m. Eastern Time on the Effective Date, held fewer than 100 shares of our common stock in one account and, subsequent to the reverse split, would otherwise have been entitled to less than one full share of our common stock, will receive, instead of the fractional share, a cash payment for each such share held in that account in an amount of $0.12 per share, which is equal to the average of the closing price per share of our common stock on the NYSE MKT over the five trading days immediately before and including the Effective Date.

 

The Amendment to the Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Stockholders of record will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Date. The transmittal letter will be accompanied by instructions specifying how to exchange certificate(s), if any, representing the pre-reverse/forward split shares for either (a) a statement of holding, if the stockholder is entitled to post-reverse/forward split shares; or (b) the payment of cash, if the stockholder will be cashed-out in connection with the reverse split. When stockholders submit their certificate(s) representing their pre-reverse/forward split shares, if they are entitled to post-reverse/forward split shares, their post-reverse/forward split shares will be held electronically in book-entry form in the Direct Registration System. This means that, instead of receiving a new stock certificate, stockholders will receive a statement of holding that indicates the number of post-reverse/forward split shares owned in book-entry form. We will no longer issue physical stock certificates unless a stockholder makes a specific request for a share certificate representing his or her post-reverse/forward split ownership interest. Stock certificates representing pre-reverse/forward split shares cannot be used for either transfers or deliveries made on the NYSE MKT; thus, stockholders must exchange those certificates in order to effect transfers or deliveries of their post-reverse/forward split shares on the NYSE MKT.

 

We expect that stockholders who hold their shares as beneficial owners will have their holdings electronically adjusted by their brokers or other organization that holds their shares in “street name” for their benefit to give effect to the reverse/forward split or, if applicable, cashed-out in the same manner as stockholders of record.

 

Further disclosure regarding the reverse/forward split is contained in our definitive proxy statement previously filed with the U.S. Securities and Exchange Commission on April 22, 2016.

 

Item 8.01. Other Events

 

In connection with the reverse/forward split discussed in Item 5.03 above, we have adopted a new form of certificate to evidence our common stock following the reverse/forward split. Such form of certificate bears the CUSIP number assigned to our common stock after the Effective Date (CUSIP 629410606) and is filed as Exhibit 4.1 hereto. However, as discussed above, post-reverse/forward split shares of our common stock will be held electronically in book-entry form and stockholders will receive a statement of holding instead of a stock certificate unless a stockholder makes a specific request for a certificate.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Amendment to the Restated Certificate of Incorporation of NTN Buzztime, Inc
4.1   Form of certificate of common stock of NTN Buzztime, Inc.

 

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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: June 17, 2016 By: /s/ Allen Wolff
   

Allen Wolff

Chief Financial Officer

 

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION OF
NTN BUZZTIME, INC.

 

Ram Krishnan hereby certifies as follows:

 

1. He is the duly appointed and acting Chief Executive Officer and President of NTN Buzztime, Inc., a Delaware corporation (this “Corporation”).

 

2. This Certificate of Amendment hereby amends the Restated Certificate of Incorporation of this Corporation (the “Restated Certificate”) by adding the following two paragraphs to the end of Article IV of the Restated Certificate:

 

Effective at 6:00 p.m. (Eastern Time) (the “Reverse Split Effective Time”) on the effective date of the certificate of amendment adding this paragraph to Article IV of the Restated Certificate of Incorporation (the “Effective Date”), each share of the Common Stock, par value $0.005 per share, of the Corporation outstanding or held in treasury as of immediately prior to the Reverse Split Effective Time shall, without any action on the part of the holder thereof, automatically be reclassified as and changed into one one-hundredth (1/100th) of a share of Common Stock, par value $0.005 per share, of the Corporation (the “Reverse Split”); provided, however, that if the foregoing Reverse Split would result in the record account of any holder of Common Stock having a number of shares of Common Stock that is, in the aggregate, less than one (1) share (a “Fractional Share”), such Fractional Share shall, without any action on the part of the holder thereof, be automatically canceled and converted into the right to receive the Trading Value thereof upon surrender by the holder thereof of the certificate or certificates representing such Fractional Share. For purposes hereof, the term “Trading Value” of any Fractional Share shall mean the product of: (A) the average daily closing price per share of the Common Stock on the NYSE MKT for the five trading days immediately before and including the Effective Date, multiplied by (B) the number of shares of Common Stock that were reclassified as and changed into such Fractional Share as a result of the Reverse Split. From and after the Reverse Split Effective Time, each holder of a Fractional Share shall have no further interest as a stockholder in the Corporation in respect of such Fractional Share.

 

Effective at 6:01 p.m. (Eastern Time) on the Effective Date (the “Forward Split Effective Time”), (i) each share of Common Stock, par value $0.005 per share, of the Corporation (including whole and fractional shares, but not including any Fractional Share, all which shall have been converted into the right to receive the Trading Value in accordance with the immediately preceding paragraph) outstanding or held in treasury as of immediately prior to the Forward Split Effective Time (after giving effect to the Reverse Split at the Reverse Split Effective Time) shall, without any action on the part of the holder thereof, automatically be reclassified as and changed into two (2) fully-paid and nonassessable shares of Common Stock, par value $0.005 per share; and (ii) any fractional share of Common Stock resulting from the calculation referred to in the immediately preceding clause “(i)” shall be rounded up to the nearest whole share.

 

3. The foregoing amendments of the Restated Certificate have been duly adopted in accordance with Section 242 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be duly executed by its authorized officer this 16 th day of June 2016.

 

  NTN Buzztime, Inc.
     
  By: /s/ Ram Krishnan
    Ram Krishnan
Chief Executive Officer and President