0001019687-13-002314.txt : 20130611 0001019687-13-002314.hdr.sgml : 20130611 20130611172649 ACCESSION NUMBER: 0001019687-13-002314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130607 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130611 DATE AS OF CHANGE: 20130611 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11460 FILM NUMBER: 13906843 BUSINESS ADDRESS: STREET 1: 2231 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 2231 RUTHERFORD ROAD 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 8-K 1 ntn_8k-060713.htm NTN BUZZTIME, INC.

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 7, 2013

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

The 2013 annual meeting of stockholders of NTN Buzztime, Inc. (the “Company”) was held on June 7, 2013. One of the matters on which the Company’s stockholders voted was to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of total authorized shares from 94,000,000 to 178,000,000 and to increase the number of authorized shares of common stock from 84,000,000 to 168,000,000, as further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2013. As reported in more detail in Item 5.07 of this report, the Company’s stockholders approved that amendment. The Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company with the Delaware Secretary of State on June 11, 2013 and it was effective on that same date. The Company’s Certificate of Amendment to Restated Certificate of Incorporation, as amended, is attached hereto as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2013 annual meeting of stockholders held on June 7, 2013, the Company’s stockholders considered and voted upon the following proposals:

To elect five (5) directors to hold office until the 2014 annual meeting of stockholders and until their respective successors are duly elected and qualified;

To ratify the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013;

To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of total authorized shares from 94,000,000 to 178,000,000 and to increase the number of authorized shares of common stock from 84,000,000 to 168,000,000;

To vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and

To vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of the Company’s named executive officers.

The number of shares of common stock issued, outstanding and eligible to vote at the 2013 annual meeting as of the record date of April 12, 2013 was 71,542,491. The final voting results on each of the matters presented to the stockholders are as follows:

Election of Directors: The five (5) individuals below were elected as directors until the 2014 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Name	For	Withheld	Broker Non-Votes
Jeff Berg	45,353,018	517,108	15,426,217
Mary Beth Lewis	36,007,190	9,862,936	15,426,217
Steve Mitgang	44,500,785	1,369,341	15,426,217
Tony Uphoff	45,085,583	784,543	15,426,217
Michael Bush	45,085,683	784,443	15,426,217

Ratification of Mayer Hoffman McCann, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013: The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified.

For

Against

Abstain

61,098,680

136,304

61,359

Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of total authorized shares from 94,000,000 to 178,000,000 and to increase the number of authorized shares of common stock from 84,000,000 to 168,000,000: The amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares was approved.

For

Against

Abstain

57,000,378

3,842,537

453,428

Vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers: The non-binding advisory resolution of the compensation of the Company’s named executive officers was approved.

For

Against

Abstain

Broker

Non-Votes

35,745,654

9,802,987

321,485

15,426,217

Vote on a non-binding advisory basis regarding the frequency of future voting on the non-binding advisory vote on the compensation of the Company’s named executive officers: The alternative (every year, every other year or every three years) that received the largest number of votes (other than “abstain”) was designated the stockholders’ non-binding preference as to frequency of future voting on the non-binding advisory vote on the compensation of the Company’s named executive officers. The stockholders’ non-binding preference was every three years.

One Year

Two Years

Three Years

Abstain

Broker
Non-Votes

18,128,864

985,314

25,776,067

979,881

15,426,217

In light of and in accordance with the stockholder’s non-binding preference, the Company has decided to include a non-binding advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every three years until the next required non-binding advisory vote on the frequency of voting on the non-binding advisory vote on the compensation of the Company’s named executive officers.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Amendment to Restated Certificate of Incorporation of NTN Buzztime, Inc. filed on June 11, 2013.

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 11, 2013	By:	/s/ Kendra Berger
		Kendra Berger Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document
3.1	Certificate of Amendment to Restated Certificate of Incorporation of NTN Buzztime, Inc. filed on June 11, 2013.

EX-3.1 2 ntn_8k-ex301.htm CERTIFICATE OF AMENDMENT

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:16 RM 06/11/2013

FILED 01:12 PM 06/11/2013

SRV 130761110 - 2033004 FILE

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

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 178,000,000 shares, of which 168,000,000 shares shall be Common Stock, par value $.005 per share, and 10,000,000 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 Kendra Berger, its duly authorized officer, this 7th day of June, 2013.

	By:/s/ Kendra Berger
	Name: Kendra Berger
	Title: Chief Financial Officer and Secretary