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 8, 2017
NTN BUZZTIME, INC.
(Exact name of Registrant as Specified in Charter)
| Delaware | 001-11460 | 31-1103425 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 2231 Rutherford Rd, Suite 200, Carlsbad, California | 92008 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (760) 438-7400
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 ( see General Instruction A.2. below):
| [ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 8, 2017, we filed with the Secretary of State of the State of Delaware a certificate of amendment to our restated certificate of incorporation to reduce the number of our authorized shares from 178,000,000, consisting of 168,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 16,000,000, consisting of 15,000,000 shares of common stock and 1,000,000 shares of preferred stock. The effective date of the filing was June 8, 2017. The foregoing description of the certificate of amendment is qualified in its entirety by reference to the full text of the certificate of amendment, a copy of which is attached as an exhibit to this report and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At our 2017 annual meeting of stockholders held on June 8, 2017, our stockholders considered and voted upon the following proposals:
| 1. | To elect six (6) directors to hold office until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified; | |
| 2. | To ratify the appointment of Squar Milner LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; | |
| 3. | To approve an amendment to our restated certificate of incorporation to decrease the number of authorized shares of common stock from 168,000,000 to 15,000,000; and | |
| 4. | To approve an amendment to our restated certificate of incorporation to decrease the number of authorized shares of preferred stock from 10,000,000 to 1,000,000. |
As of April 11, 2017, the record date for the 2017 annual meeting of stockholders, there were 2,483,892 shares of common stock and 156,112 shares of Series A preferred stock issued, outstanding and eligible to vote at the 2017 annual meeting. The holders of our Series A preferred stock were entitled to vote only on proposal 4. The final voting results on each of the matters presented to the stockholders are as follows:
| 1. | Election of Directors: The six (6) individuals below were elected as directors until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. |
| Name | For | Withheld |
Broker Non-Votes |
|||
| Jeff Berg | 1,013,109 | 237,084 | 703,777 | |||
| Ram Krishnan | 1,033,578 | 216,615 | 703,777 | |||
| Mary Beth Lewis | 931,337 | 318,856 | 703,777 | |||
| Steve Mitgang | 982,917 | 267,276 | 703,777 | |||
| Tony Uphoff | 961,580 | 288,613 | 703,777 | |||
| Paul Yanover | 1,035,478 | 214,715 | 703,777 |
| 2. | Ratification of Squar Milner, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017: The appointment of Squar Milner, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified. |
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 1,952,459 | 486 | 1,025 | 0 |
| 3. | Amendment to our restated certificate of incorporation: The amendment to our restated certificate of incorporation to decrease the number of authorized shares of common stock from 168,000,000 to 15,000,000 was approved. |
| For | Against | Abstain |
Broker Non-Votes |
|||
| 1,950,001 | 3,218 | 751 | 0 |
| 4. | Amendment to our restated certificate of incorporation: The amendment to our restated certificate of incorporation to decrease the number of authorized shares of preferred stock from 10,000,000 to 1,000,000 was approved. |
| Class | For | Against | Abstain |
Broker Non-Votes |
||||
| Common stock | 1,951,332 | 1,945 | 693 | 0 | ||||
| Preferred stock | 107,612 | 10,000 | 0 | 0 |
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits |
The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index following the signature page of this report.
SIGNATURES
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.
| Date: June 9, 2017 | NTN BUZZTIME, INC. | |
| By: | /s/ Allen Wolff | |
| Allen Wolff | ||
| Chief Financial Officer and Executive Vice President | ||
Exhibit Index
|
Exhibit Number |
Description |
|
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation (reduction of authorized shares) |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NTN BUZZTIME, INC.
NTN Buzztime, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
1. This Certificate of Amendment (the “ Certificate of Amendment ”) hereby amends the Corporation’s Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) as set forth herein.
2. The first sentence of Article IV of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“The total number of shares of stock which the corporation shall have authority to issue is 16,000,000 shares, of which 15,000,000 shares shall be Common Stock, par value $.005 per share, and 1,000,000 shall be Preferred Stock, par value $.005 per share.”
3. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Ram Krishnan, its duly authorized officer, this 8th day of June, 2017.
| By: | /s/ Ram Krishnan | |
| Name: | Ram Krishnan | |
| Title: | Chief Executive Officer and President |