-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkYLxUaIbK24nXQCQ/CuMupkI7HXE/9dHahy8yre7XQYsTooG5AXVHfPtA0HtiKV et5/ygRfGX3CwepQJzfnXQ== 0001144204-08-032547.txt : 20080529 0001144204-08-032547.hdr.sgml : 20080529 20080529060537 ACCESSION NUMBER: 0001144204-08-032547 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 GROUP MEMBERS: JAY A. WOLF GROUP MEMBERS: ROBERT S. ELLIN GROUP MEMBERS: TRINAD ADVISORS II, LLC GROUP MEMBERS: TRINAD CAPITAL LP GROUP MEMBERS: TRINAD MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTN BUZZTIME INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42217 FILM NUMBER: 08864872 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 5966 LA PLACE COURT STREET 2: STE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: NTN COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001346370 IRS NUMBER: 980447604 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-601-2500 MAIL ADDRESS: STREET 1: 2121 AVENUE OF THE STARS, SUITE 1650 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 v116059_sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(AMENDMENT NO. 6)

NTN Buzztime, Inc.
(Name of Issuer)
 
Common Stock, $.005 par value per share 
(Title of Class of Securities)
 
629410309
(CUSIP Number)
 
Jay A. Wolf
c/o Trinad Capital Master Fund, Ltd.
2121 Avenue of the Stars, Suite 2550
Los Angeles, California 90067
(310) 601-2500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
May 28, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13(d)-1(f) or 240.13(d)-1(g), check the following box. x

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

Page 2 of 9 
 
CUSIP No. 629410309
 
   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Capital Master Fund, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b )x (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
WC
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
 o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Cayman Islands
NUMBER OF
SHARES
 BENEFICIALLY
 OWNED
BY EACH
REPORTING
PERSON
 WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
 4,934,375
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
 4,934,375
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  4,934,375
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.8%(1)
14
 TYPE OF REPORTING PERSON
 
 CO
 
 (1) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.

 
Page 3 of 9
 
CUSIP No. 629410309
 
   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Management, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
 SHARES
BENEFICIALLY
 OWNED
BY EACH
 REPORTING
 PERSON
 WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
  4,934,375
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
 4,934,375
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,934,375
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.8%(2)
14
 TYPE OF REPORTING PERSON
 
 IA
 
(2) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.

 
Page 4 of 9
 
CUSIP No. 629410309

   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Capital LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x  (joint filers)
 
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
SHARES
 BENEFICIALLY
OWNED
 BY EACH
 REPORTING
PERSON
 WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
 4,046,187
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
4,046,187
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,046,187
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 7.2%(3)
14
 TYPE OF REPORTING PERSON
 
 PN
 
(3) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.


Page 5 of 9
 
CUSIP No. 629410309

   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Trinad Advisors II, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware
NUMBER OF
 SHARES
BENEFICIALLY
OWNED
 BY EACH
REPORTING
 PERSON
WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
4,046,187
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
4,046,187
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,046,187
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 7.2%(4)
14
 TYPE OF REPORTING PERSON
 
 OO
 
(4) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.


Page 6 of 9
 
CUSIP No. 629410309

   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Robert S. Ellin
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x  (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
 AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
 SHARES
 BENEFICIALLY
OWNED
 BY EACH
REPORTING
 PERSON
WITH
 
 
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
 4,934,375
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
 4,934,375
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,934,375
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.8%(5)
14
 TYPE OF REPORTING PERSON
 
 IN
 
(5) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.

 

Page 7 of 9
 
CUSIP No. 629410309
 
   
1
 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 Jay A. Wolf
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a)
 (b) x (joint filers)
3
 SEC USE ONLY
 
4
 SOURCE OF FUNDS
 
AF
5
 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
o
6
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States
NUMBER OF
 SHARES
 BENEFICIALLY
OWNED
BY EACH
 REPORTING
 PERSON
WITH
7
 SOLE VOTING POWER
 
8
 SHARED VOTING POWER
 
  4,934,375
9
 SOLE DISPOSITIVE POWER
 
10
 SHARED DISPOSITIVE POWER
 
 4,934,375
11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,934,375
12
 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.8%(6)
14
 TYPE OF REPORTING PERSON
 
 IN
 
(6) Based on the 55,652,908 shares of Common Stock reported by the Issuer to be issued and outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the Securities and Exchange Commission on May 12, 2008.



Page 8 of 9
 
Introductory Statement
 
This constitutes Amendment No. 6 (the “Sixth Amendment”) to the Statement on Schedule 13D, filed on July 24, 2007 (the “Schedule 13D”) and amended on January 18, 2008 (the “First Amendment”), on May 8, 2008 (the “Second Amendment”), on May 14, 2008 (the “Third Amendment”), on May 21, 2008 (the “Fourth Amendment”) and on May 28, 2008 (the “Fifth Amendment”). Except as otherwise described in this Sixth Amendment, the information contained in the Schedule 13D, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment remains in effect, and all capitalized terms not otherwise defined herein shall have the meanings previously ascribed to them in Schedule 13D, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment. Information given in response to each item in the Schedule 13D, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment shall be deemed incorporated by reference in all other items.
  
Item 4 is hereby supplemented with the following:
 
Item 4. Purpose of Transaction.
 
(d) and (g) Trinad Capital Master Fund, Ltd. (“Trinad”) has instructed the street name holder of the shares we beneficially own of Issuer to take such action as is necessary for such shares of Issuer not to count towards the quorum for Issuer’s annual meeting of stockholders and several other stockholders of Issuer have indicated to Trinad that they intend to do the same. Trinad encourages all stockholders of Issuer to take the same action to prevent the Issuer from holding Issuer’s annual stockholders meeting on the basis of a materially misleading proxy, so that the annual meeting will be adjourned to a time when stockholders will be offered a viable choice of management candidates. If any stockholder has any questions concerning the process for taking similar action or instructing their broker to take such action, please feel free to contact Charles Bentz at Trinad at (310) 601-2500.
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with the Issuer’s Board of Directors and/or management; other stockholders of the Issuer; and/or other relevant parties concerning the Issuer’s business, corporate governance, management and future plans. The Reporting Persons may take such actions in the future with respect to their investment in the Issuer as they deem advisable including, without limitation, purchasing additional shares or selling some or all of their shares, engaging in short selling of or any hedging or similar transactions with respect to the shares and/or otherwise changing their intention with respect to the matters referred to in Item 4 of Schedule 13D. Such actions will depend upon various factors including, without limitation, the Issuer’s financial and strategic direction and position, the response of the Board of Directors to the letter referred to above, the price performance of the Issuer’s shares, general conditions in the Issuer’s industry, the economy and the securities markets, and the availability of other investment opportunities.
 
Except as set forth above, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
 

 

 
Page 9 of 9
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
TRINAD CAPITAL MASTER FUND, LTD.
a Cayman Islands exempted company
TRINAD MANAGEMENT, LLC
a Delaware limited liability company
 
 
By:  /s/ Robert S. Ellin 
Robert S. Ellin, Director
By:  /s/ Robert S. Ellin 
Robert S. Ellin, Managing Member
 
 
Date: May 28, 2008
Date: May 28, 2008
 
 
TRINAD CAPITAL LP
a Delaware limited partnership
  
 
 
By: TRINAD ADVISORS II, LLC
a Delaware limited liability company 
As its General Partner
TRINAD ADVISORS II, LLC
a Delaware limited liability company
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
By:  /s/ Robert S. Ellin
Robert S. Ellin, Managing Member
 
 
Date: May 28, 2008
Date: May 28, 2008
 
 
By:  /s/ Robert S. Ellin
Robert S. Ellin, an individual
By:   /s/ Jay A. Wolf
Jay A. Wolf, an individual
 
 
Date: May 28, 2008
Date: May 28, 2008
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 
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