<PAGE>
As filed with the Securities and Exchange Commission on December 3, 1996
Reg. No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
NTN COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 31-1103425
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE CAMPUS
5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(Address of principal executive offices)
-------------------------
NTN COMMUNICATIONS, INC.
SPECIAL STOCK OPTION AGREEMENT
NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plans)
-------------------------
GERALD SOKOL, JR., CHIEF FINANCIAL OFFICER
NTN COMMUNICATIONS, INC.
THE CAMPUS
5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(Name and address of agent for service)
(619) 438-7400
FAX: (619) 438-7470
(Telephone number, including area code, of agent for service)
Copy to:
DALE E. SHORT, ESQ.
TROY & GOULD PROFESSIONAL CORPORATION
1801 CENTURY PARK EAST, SUITE 1600
LOS ANGELES, CALIFORNIA 90067
(310) 553-4441
FAX: (310) 201-4746
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share price(1) registration fee(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.005 par value... 400,000 shares(2) $5.00 $2,000,000 $607
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $.005 par value... 200,000 shares(3) $5.00 $1,000,000 $304
- ---------------------------------------------------------------------------------------------------------------------
Total 600,000 shares $3,000,000 $911
=====================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) of the General Rules under the
Securities Act of 1933.
(2) Represents shares issuable upon exercise of 400,000 nonqualified stock
options granted to an individual executive officer of the registrant
pursuant to a Special Stock Option Agreement dated August 16, 1996.
(3) Represents shares issuable upon exercise of 100,000 nonqualified stock
options granted to each of two directors of the registrant pursuant to
separate Nonqualified Stock Option Agreements dated August 25, 1996 and
August 30, 1996, respectively.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_____________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 of the General Rules and Regulations under the Securities Act of
1933 and the Note to Part I of Form S-8.
(i)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by NTN Communications, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") (Commission File No. 1-
11460) are incorporated herein by reference: (a) the Company's Annual Report
on Form 10-K, as amended, for the fiscal year ended December 31, 1995; (b) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996; (c) the Company's Current Reports on Form 8-K dated June
24, 1996, June 30, 1996 and September 19, 1996; and (d) the description of the
Company's Common Stock contained in the Company's Registration Statement on
Form 8-A (Reg. No. 0-19383) filed on July 3, 1991 with the Commission under
the Exchange Act, including any amendment or report subsequently filed by the
Company for the purpose of updating that description.
In addition, any document filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
Common Stock then remaining unsold, will be deemed incorporated herein by
reference and to be a part hereof from the date of filing of such document.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation and Bylaws permit the Company
to indemnify officers and directors of the Company to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law. This
provision is intended to afford the Company's directors the benefit of the
Delaware General Corporation Law (the "GCL"), which provides that directors of
a Delaware corporation may be relieved of monetary liability for breach of
their fiduciary duty of care, except under certain circumstances involving
breach of a director's duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or any
transaction from which the director derived an improper personal benefit.
Section 145 of the GCL authorizes indemnification by a Delaware
corporation when a person is made a party to any proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or was serving as a director, officer, employee or agent of
another enterprise, at the request of the corporation, and if such person
acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interests of the corporation. With respect to
any criminal proceeding, such person must have had no reasonable cause to
believe that his or her conduct was unlawful. If it is determined that the
conduct of such person meets these standards, he or she may be indemnified for
expenses incurred and amounts paid in such proceeding (including attorneys'
fees) if actually and reasonably incurred by him or her in connection
therewith.
If such a proceeding is brought by or on behalf of the corporation (i.e.,
a derivative suit), such person may be indemnified against expenses actually
and reasonably incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, even in such case, allow such
indemnification to such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is entitled
to be indemnified against expenses actually and reasonably incurred by him or
her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company has entered into indemnity agreements with certain of its
outside directors and its chief financial officer. Pursuant to the indemnity
agreements, the Company agrees to indemnify the chief financial officer and
each outside director who is a party to such an indemnity agreement under
certain circumstances in which such outside director, chief financial officer
or the Company is named as a party to certain proceedings.
II-1
<PAGE>
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of Company under the Securities
Act of 1933.
ITEM 8. EXHIBITS
The following exhibits included herewith or incorporated herein by
reference are made a part of this Registration Statement:
4.1 Specimen Common Stock certificate (previously filed as an exhibit to
the Company's registration statement on Form 8-A, File No. 0-19383,
and incorporated herein by reference).
4.2 NTN Communications, Inc. Special Stock Option Agreement dated August
16, 1996.*
4.3 NTN Communications, Inc. Nonqualified Stock Option Agreements dated
August 25, 1996 and August 30, 1996.*
5 Opinion of Troy & Gould Professional Corporation regarding the
legality of the securities registered hereunder.*
23.1 Consent of KPMG Peat Marwick LLP (included at page II-5).*
23.2 Consent of Troy & Gould Professional Corporation (included in
Exhibit 5).*
24 Power of Attorney (included on page II-4).*
_________________
* Included herewith.
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereunder which remain unsold
at the termination of the offering.
(b) The undersigned Company hereby undertakes:
That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Carlsbad, State of California, on November 29,
1996.
NTN COMMUNICATIONS, INC.
By: /s/ Patrick J. Downs
---------------------------------
Patrick J. Downs,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Patrick J. Downs and Gerald Sokol, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, each with
power of substitution, for him in any and all capacities, to sign this
Registration Statement and any amendments hereto, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he might do or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick J. Downs Chairman of the Board of Directors November 29, 1996
------------------------ and Chief Executive Officer
Patrick J. Downs
/s/ Daniel C. Downs President, Chief Operating Officer November 29, 1996
------------------------ and Director
Daniel C. Downs
/s/ Gerald Sokol, Jr. Executive Vice-President, November 29, 1996
------------------------ Chief Financial Officer
Gerald Sokol, Jr. (Principal Financial and
Accounting Officer)
/s/ Edward C. Frazier Director November 29, 1996
------------------------
Edward C. Frazier
/s/ Robert M. Bennett Director November 29, 1996
------------------------
Robert M. Bennett
/s/ Alan P. Magerman Director November 29, 1996
------------------------
Alan P. Magerman
</TABLE>
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
NTN Communications, Inc.:
We consent to the use of our report incorporated herein by reference to the
Form S-8 Registration Statement dated November 29, 1996.
Our report dated April 12, 1996, refers to a change in the method of
accounting for investments in debt and equity securities in 1994.
KPMG Peat Marwick LLP
San Diego, California
December 3, 1996
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Page No.
----------
<C> <S> <C>
4.1 Specimen Common Stock certificate (previously filed as an exhibit to the
Company's registration statement on Form 8-A, File No. 0-19383, and
incorporated herein by reference)............................................ N/A
4.2 NTN Communications, Inc. Special Stock Option Agreement
dated August 16, 1996........................................................ 9
4.3 NTN Communications, Inc. Nonqualified Stock Option Agreements
dated August 25, 1996 and August 30, 1996.................................... 14
5 Opinion of Troy & Gould Professional Corporation regarding the legality of
the securities registered hereunder.......................................... 20
23.1 Consent of KPMG Peat Marwick LLP (included at page II-5)..................... 7
23.2 Consent of Troy & Gould Professional Corporation (included in Exhibit 5)..... N/A
24 Power of Attorney (included at page II-4).................................... 6
</TABLE>
<PAGE>
EXHIBIT 4.2
NTN COMMUNICATIONS, INC.
SPECIAL STOCK OPTION AGREEMENT
THIS SPECIAL STOCK OPTION AGREEMENT (this "Agreement") is made and entered
into as of August 16, 1996, by and between NTN COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and GERALD SOKOL, JR., an individual (the
"Optionee").
W I T N E S S E T H
WHEREAS, the Company's Board of Directors authorized the grant to the
Optionee of an option (the "Option") to purchase 400,000 shares of Common
Stock, $.005 par value, of the Company (the "Common Stock") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
1. Grant of Special Option. The Company hereby grants to the Optionee the
-----------------------
right and option to purchase, in accordance with the terms and conditions of
this Agreement, an aggregate of 400,000 shares of Common Stock at the price of
$5.00 per share (the "Price"), exercisable prior to the close of business on
August 15, 2006 (the "Expiration Date"). The Option is intended not to
constitute an incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code") and is not being granted
pursuant to the Company's 1995 Stock Option Plan but pursuant to the Company's
Special Stock Option Plan (the "Plan") adopted August 16, 1996 by the Board of
Directors of the Company.
2. Vesting and Exercisability of Option. The Option will become immediately
------------------------------------
vested and exercisable only if the closing price of the Common Stock of the
Company on the American Stock Exchange is at least $11 or more for ten (10)
consecutive trading days during the period commencing as of the date hereof and
ending on August 15, 1998. In the event this Option becomes vested, the right to
purchase any or all of such shares will terminate on the close of business on
August 15, 2006; provided, however, that the right to exercise this Option is
subject to early termination upon the Optionee's "Termination of Employment" (as
defined in the Plan). In the event of the Optionee's Termination of Employment
(other than by reason of death) this Option may only be exercised by Optionee,
to the extent exercisable at Termination of Employment, at any time prior to 90
days after Termination of Employment.
3. Change in Control Event.
-----------------------
Notwithstanding Section 2 hereof, the Option shall become vested and
exercisable in full immediately upon a Change in Control Event. A "Change in
Control Event" shall mean:
(1) The acquisition by any individual entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (a "Person") of beneficial ownership of 50% or more
of the then outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the "Outstanding Voting
<PAGE>
Securities"); provided, however, that the following acquisitions shall not
-------- -------
constitute a Change in Control Event: (A) any acquisition by the Corporation or
(B) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by the Corporation.
(2) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual who becomes a director subsequent
to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board; but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(3) Approval by the shareholders of the Corporation of a reorganization,
merger or consolidation (a "transaction"), unless, following such transaction in
each case, more than 50% of, respectively, the then outstanding shares of common
stock of the corporation resulting from such transaction and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the outstanding Common stock and
Outstanding Voting Securities immediately prior to such transaction; or
(4) Approval by the shareholders of the Corporation of (A) a complete
liquidation or dissolution of the Corporation or (B) the sale or other
disposition of all or substantially all of the assets of the Corporation, unless
such assets are sold to a corporation and following such sale or other
disposition, the condition described in paragraph (3) above is satisfied; or
(5) Any corporation personnel reorganization pursuant to which Optionee is
required to report to someone other than Patrick J. Downs or Daniel Downs.
4. Method of Exercise of Option and Payment of Purchase Price. Each
----------------------------------------------------------
exercise of the Option shall be by means of a written notice of exercise
delivered to the Company and specifying the number of whole shares with respect
to which the Option is being exercised, together with any written statements
required pursuant to Section 9 below and payment of the Price in full in cash or
by check payable to the order of the Company; provided that so-called cashless
exercises may be permitted in the discretion of the Committee administering the
Plan. The delivery of shares pursuant to an exercise of this Option will be
conditional upon payment by the Optionee of amounts sufficient to enable the
Company to pay all applicable federal, state and local withholding taxes.
5. Effect of Death of Optionee. The Option and all other rights
---------------------------
hereunder, to the extent such rights shall not have been exercised, shall,
unless sooner terminated pursuant to the Plan, terminate and become null and
void at the end of twelve months following the Optionee's death. During the
twelve-month period after death, the Option may, to the extent exercisable on
2.
<PAGE>
the date of death (or earlier termination), be exercised by the executor of the
Optionee's will or the administrator of the holder's estate; provided that in no
event may the Option be exercised by any person after the Expiration Date.
6. Non-Assignability of Option. Subject to the provisions of the Plan, the
---------------------------
Option and the rights and privileges conferred hereby are not transferable or
assignable and may not be offered, sold, pledged, hypothecated or otherwise
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment, garnishment, levy or similar process.
During the Optionee's lifetime, the Option may be exercised only by the
Optionee, or, subject to the provisions of Section 5, within twelve months after
his death by the executor of his will or the administrator of his estate, and
not otherwise, regardless of any community property or other interest therein of
the Optionee's spouse or such spouse's successor in interest. In the event that
the spouse of the Optionee shall have acquired a community property interest in
the Option, the Optionee, or such transferees, may exercise it on behalf of the
spouse of the Optionee of such spouse successor in interest.
7. Adjustments and Other Rights. The rights of the Optionee hereunder will
----------------------------
be subject to adjustments and modifications in certain circumstances and upon
occurrence of certain events including a reorganization, merger, combination,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend or stock consolidation.
8. Optionee Not A Stockholder. Neither the Optionee nor any other person
--------------------------
entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company as to any shares of Common Stock not actually issued
and delivered to him. No adjustment will be made for dividends or other rights
for which the record date is prior to the date on which such stock certificate
or certificates are issued even if such record date is subsequent to the date
upon which notice of exercise was delivered and the tender of payment was
accepted.
9. Application of Securities Laws. No shares of Common Stock may be
------------------------------
purchased pursuant to the Option unless and until any then applicable
requirements of the Securities and Exchange Commission, the California
Department of Corporations and any other regulatory agencies, including any
other state securities laws commissioners having jurisdiction over the Company
or such issuance, and any exchanges upon which the Common Stock may be listed,
shall have been fully satisfied. The Optionee represents, agrees and certifies
that:
(a) If the Optionee exercises the Option in whole or in part at a time
when there is not in effect under the Securities Act of 1933, as amended (the
"Act"), a registration statement relating to the Common Stock issuable upon
exercise and available for delivery to him a prospectus meeting the requirements
of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock
issuable upon such exercise for the purpose of investment and not with a view to
resale or distribution and that, as a condition to each such exercise, he or she
will furnish to the Company a written statement to such effect, satisfactory in
form and substance to the Company, which statement also acknowledges that the
Option shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer; and
3.
<PAGE>
(b) If and when the Optionee proposes to publicly offer or sell the
Common Stock issued to him upon exercise of the Option, the Optionee will notify
the Company prior to any such offering or sale and will abide by the opinion of
counsel to the Company as to whether and under what conditions and
circumstances, if any, he or she may offer and sell such shares, but such
procedure need not be followed if a Prospectus was delivered to the Optionee
with the shares of Common Stock and the Common Stock was and is listed on the
New York Stock Exchange or the American Stock Exchange.
The Optionee understands that the certificate or certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Act and state securities
laws with respect to the transfer of such Common Stock, and the Company may
impose stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions of
Section 5 above shall be bound by and obligated under the provisions of this
Section 9 to the same extent as is the Optionee.
10. Notices. Any notice to be given under the terms of this Agreement or
-------
pursuant to the Plan shall be in writing and addressed to the Secretary of the
Company at its principal office and any notice to be given to the Optionee
shall be addressed to him at the address given beneath the Optionee's signature
hereto, or at such other address as either party may hereafter designate in
writing to the other party. Any such notice shall be deemed to have been duly
given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.
11. Effect of Agreement. This Agreement shall be assumed by, be binding
-------------------
upon and inure to the benefit of any successor or successors of the Company.
12. Applicability of the Plan. The Option and this Agreement will subject
-------------------------
to, and the Company and the Optionee agree to be bound by, all of the terms and
conditions of the Plan as and when adopted by the Board of Directors of the
Company and approved by the Company's stockholders. The rights of the Optionee
will be subject to limitations, adjustments, modifications, suspension and
termination in certain circumstances and upon the occurrence of certain
conditions as set forth in the Plan as originally adopted, but shall not be
adversely affected by any future amendments to the Plan.
13. Laws Applicable to Construction. The Option has been granted, executed
-------------------------------
and delivered as of the day and year first above written in Carlsbad,
California, and in the interpretation, performance and enforcement of the Option
and this Agreement shall be governed by the internal laws of the State of
California.
4.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer and the Optionee has hereunto set his
hand as of the day and year first above written.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Patrick J. Downs
------------------------
Title: Chairman, CEO
------------------------
OPTIONEE
/s/ Gerald Sokol, Jr.
-------------------------------
Gerald Sokol, Jr.
-------------------------------
-------------------------------
[Address]
5.
<PAGE>
EXHIBIT 4.3
NTN COMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of August 25, 1996, by and between NTN COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and ROBERT BENNETT, an individual (the
"Optionee").
W I T N E S S E T H
WHEREAS, the Company's Board of Directors authorized the grant to the
Optinonee of an option (the "Option") to purchase 100,000 shares of Common
Stock, $.005 par value, of the Company (the "Common Stock") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
1. Grant of Nonqualified Option. The Company hereby grants to the Optionee
----------------------------
the right and option to purchase, in accordance with the terms and conditions of
this Agreement, an aggregate of 100,000 shares (the "Shares") of Common Stock at
the price of $5.00 per share (the "Price"), exercisable from time to time, prior
to the close of business on August 25, 2001 (the "Expiration Date"). This
Option is not being granted pursuant to the Company's 1995 Stock Option Plan, as
amended, but pursuant to the Company's Special Stock Option Plan (the "Plan").
2. Vesting and Exercisability of Option. The Option will become vested and
------------------------------------
exercisable as to one-third of the Shares on the first anniversary of the date
hereof, as to an additional one-third of the Shares on the second anniversary of
the date hereof, and as to the final one-third of the Shares on the third
anniversary of the date hereof. The right to purchase any or all of the Shares
will terminate on the close of business on August 25, 2001.
3. Method of Exercise of Option and Payment of Purchase Price. Each
----------------------------------------------------------
exercise of the Option shall be by means of a written notice of exercise
delivered to the Company and specifying the number of whole shares with respect
to which the Option is being exercised, together with any written statements
required pursuant to Section 8 below and payment of the Price in full in cash or
by check payable to the order of the Company; provided that so-called cashless
exercises may be permitted in the discretion of the Committee administering the
Plan. The delivery of shares pursuant to an exercise of this Option will be
conditional upon payment by the Optionee of amounts sufficient to enable the
Company to pay all applicable federal, state and local withholding taxes.
4. Effect of Death of Optionee. The Option and all other rights hereunder,
---------------------------
to the extent such rights shall not have been exercised, shall terminate and
become null and void at the end of twelve months following the Optionee's death.
During the twelve-month period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be exercised by the
executor of the Optionee's will or the administrator of the holder's estate;
provided that in no event may the Option be exercised by any person after the
Expiration Date.
5. Non-Assignability of Option. The Option and the rights and privileges
---------------------------
conferred hereby are not transferable or assignable and may not be offered,
sold, pledged, hypothecated or otherwise disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, garnishment, levy or similar process. During the Optionee's
lifetime, the Option may be exercised only by the Optionee, or, subject to the
provisions of
1.
<PAGE>
Section 4, within twelve months after his death by the executor of his will or
the administrator of his estate, and not otherwise, regardless of any community
property or other interest therein of the Optionee's spouse or such spouse's
successor in interest. In the event that the spouse of the Optionee shall have
acquired a community property interest in the Option, the Optionee, or such
transferees, may exercise it on behalf of the spouse of the Optionee or such
spouse successor in interest.
6. Adjustments and Other Rights. The rights of the Optionee hereunder will
----------------------------
be subject to adjustments and modifications in certain circumstances and upon
occurrence of certain events including a reorganization, merger, combination,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend or stock consolidation.
7. Optionee Not A Stockholder. Neither the Optionee nor any other person
--------------------------
entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company as to any shares of Common Stock not actually issued
and delivered to him. No adjustment will be made for dividends or other rights
for which the record date is prior to the date on which such stock certificate
or certificates are issued even if such record date is subsequent to the date
upon which notice of exercise was delivered and the tender of payment was
accepted.
8. Application of Securities Laws. No shares of Common Stock may be
------------------------------
purchased pursuant to the Option unless and until any then applicable
requirements of the Securities and Exchange Commission, the California
Department of Corporations and any other regulatory agencies, including any
other state securities law commissioners having jurisdiction over the Company or
such issuance, and any exchanges upon which the Common Stock may be listed,
shall have been fully satisfied. The Optionee represents, agrees and certifies
that:
(a) If the Optionee exercises the Option in whole or in part at a time
when there is not in effect under the Securities Act of 1933, as amended (the
"Act"), a registration statement relating to the Common Stock issuable upon
exercise and available for delivery to him a prospectus meeting the requirements
of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock
issuable upon such exercise for the purpose of investment and not with a view to
resale or distribution and that, as a condition to each such exercise, he or she
will furnish to the Company a written statement to such effect, satisfactory in
form and substance to the Company, which statement also acknowledges that the
Option shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer; and
(b) If and when the Optionee proposes to publicly offer or sell the
Common Stock issued to him upon exercise of the Option, the Optionee will notify
the Company prior to any such offering or sale and will abide by the opinion of
counsel to the Company as to whether and under what conditions and
circumstances, if any, he may offer and sell such shares, but such procedure
need not be followed if a Prospectus was delivered to the Optionee with the
shares of Common Stock and the Common Stock was and is listed on the New York
Stock Exchange or the American Stock Exchange.
The Optionee understands that the certificate or certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Act and state securities
laws with respect to the transfer of such Common Stock, and the Company may
impose stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions of
Section 4 above shall be bound by and obligated under the provisions of this
Section 8 to the same extent as is the Optionee.
9. Notices. Any notice to be given under the terms of this Agreement shall
-------
be in writing and addressed to the Secretary of the Company at its principal
office and any notice to be
2.
<PAGE>
given to the Optionee shall be addressed to him at the address given beneath the
Optionee's signature hereto, or at such other address as either party may
hereafter designate in writing to the other party. Any such notice shall be
deemed to have been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government.
10. Effect of Agreement. This Agreement shall be assumed by, be binding
-------------------
upon and inure to the benefit of any successor or successors of the Company.
11. Laws Applicable to Construction. The Option has been granted, executed
-------------------------------
and delivered as of the day and year first above written in Carlsbad,
California, and the interpretation, performance and enforcement of the Option
and this Agreement shall be governed by the internal laws of the State of
California.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer and the Optionee has hereunto set his
hand as of the day and year first above written.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Patrick J. Downs
-------------------------
Title: Chairman, CEO
-------------------------
OPTIONEE
/s/ Robert Bennett
--------------------------------
Robert Bennett
c/o Trans Atlantic Entertainment
10351 Santa Monica Boulevard
Suite 211
Los Angeles, CA 90025
3.
<PAGE>
NTN COMMUNICATIONS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of August 30, 1996, by and between NTN COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and ED FRAZIER, an individual (the
"Optionee").
W I T N E S S E T H
WHEREAS, the Company's Board of Directors authorized the grant to the
Optionee of an option (the "Option") to purchase 100,000 shares of Common Stock,
$.005 par value, of the Company (the "Common Stock") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and convenants made
herein and the mutual benefits to be derived herefrom, the parties hereto agree
as follows:
1. Grant of Nonqualified Option. The Company hereby grants to the Optionee
----------------------------
the right and option to purchase, in accordance with the terms and conditions
of this Agreement, an aggregate of 100,000 shares (the "Shares") of Common Stock
at the price of $5.00 per share (the "Price"), exercisable from time to time,
prior to the close of business on August 30, 2001 (the "Expiration Date"). This
Option is not being granted pursuant to the Company's 1995 Stock Option Plan, as
amended, but pursuant to the Company's Special Stock Option Plan (the "Plan").
2. Vesting and Exercisability of Option. The Option will become vested and
------------------------------------
exercisable as to one-third of the Shares on the first anniversary of the date
hereof, as to an additional one-third of the Shares on the second anniversary of
the date hereof, and as to the final one-third of the Shares on the third
anniversary of the date hereof. The right to purchase any or all of the Shares
will terminate on the close of business on August 30, 2001.
3. Method of Exercise of Option and Payment of Purchase Price. Each
----------------------------------------------------------
exercise of the Option shall be by means of a written notice of exercise
delivered to the Company and specifying the number of whole shares with respect
to which the Option is being exercised, together with any written statements
required pursuant to Section 8 below and payment of the Price in full in cash or
by check payable to the order of the Company; provided that so-called cashless
exercises may be permitted in the discretion of the Committee administering the
Plan. The delivery of shares pursuant to an exercise of this Option will be
conditional upon payment by the Optionee of amounts sufficient to enable the
Company to pay all applicable federal, state and local withholding taxes.
4. Effect of Death of Optionee. The Option and all other rights hereunder,
---------------------------
to the extent such rights shall not have been exercised, shall terminate and
become null and void at the end of twelve months following the Optionee's death.
During the twelve-month period after death, the Option may, to the extent
exercisable on the date of death (or earlier termination), be exercised by the
executor of the Optionee's will or the administrator of the holder's estate;
provided that in no event may the Option be exercised by any person after the
Expiration Date.
1.
<PAGE>
5. Non-Assignability of Option. The Option and the rights and privileges
---------------------------
conferred hereby are not transferable or assignable and may not be offered,
sold, pledged, hypothecated or otherwise disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, garnishment, levy or similar process. During the Optionee's
lifetime, the Option may be exercised only by the Optionee, or, subject to the
provisions of Section 4, within twelve months after his death by the executor of
his will or the administrator of his estate, and not otherwise, regardless of
any community property or other interest therein of the Optionee's spouse or
such spouse's successor in interest. In the event that the spouse of the
Optionee shall have acquired a community property interest in the Option, the
Optionee, or such transferees, may exercise it on behalf of the spouse of the
Optionee or such spouse successor in interest.
6. Adjustments and Other Rights. The rights of the Optionee hereunder will
----------------------------
be subject to adjustments and modifications in certain circumstances and upon
occurrence of certain events including a reorganization, merger, combination,
recapitalization, reclassification, stock split, reverse stock split, stock
dividend or stock consolidation.
7. Optionee Not A Stockholder. Neither the Optionee nor any other person
--------------------------
entitled to exercise the Option shall have any of the rights or privileges of a
shareholder of the Company as to any shares of Common Stock not actually issued
and delivered to him. No adjustment will be made for dividends or other rights
for which the record date is prior to the date on which such stock certificate
or certificates are issued even if such record date is subsequent to the date
upon which notice of exercise was delivered and the tender of payment was
accepted.
8. Application of Securities Laws. No shares of Common Stock may be
------------------------------
purchased pursuant to the Option unless and until any then applicable
requirements of the Securities and Exchange Commission, the California
Department of Corporations and any other regulatory agencies, including any
other state securities law commissioners having jurisdiction over the Company or
such issuance, and any exchanges upon which the Common Stock may be listed,
shall have been fully satisfied. The Optionee represents, agrees and certifies
that:
(a) If the Optionee exercises the Option in whole or in part at a time
when there is not in effect under the Securities Act of 1933, as amended (the
"Act"), a registration statement relating to the Common Stock issuable upon
exercise and available for delivery to him a prospectus meeting the requirements
of Section 10(a)(3) of the Act, the Optionee will acquire the Common Stock
issuable upon such exercise for the purpose of investment and not with a view to
resale or distribution and that, as a condition to each such exercise, he or she
will furnish to the Company a written statement to such effect, satisfactory in
form and substance to the Company, which statement also acknowledges that the
Option shares have not been registered under the Act and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer; and
(b) If and when the Optionee proposes to publicly ofer or sell the
Common Stock issued to him upon exercise of the Option, the Optionee will notify
the Company prior to any such offering or sale and will abide by the opinion of
counsel to the Company as to whether and under what conditions and
circumstances, if any, he may offer and sell such shares, but such procedure
need not be followed if a Prospectus was delivered to the Optionee with the
shares of Common Stock and the Common Stock was and is listed on the New York
Stock Exchange or the American Stock Exchange.
2.
<PAGE>
The Optionee understands that the certificate or certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Act and state securities
laws with respect to the transfer of such Common Stock, and the Company may
impose stop transfer instructions to implement such limitations, if applicable.
Any person or persons entitled to exercise the Option under the provisions of
Section 4 above shall be bound by and obligated under the provisions of this
Section 8 to the same extent as is the Optionee.
9. Notices. Any notice to be given under the terms of this Agreement shall
-------
be in writing and addressed to the Secretary of the Company at its principal
office and any notice to be given to the Optionee shall be addressed to him at
the address given beneath the Optionee's signature hereto or at such other
address as either party may hereafter designate in writing to the other party.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States Government.
10. Effect of Agreement. This Agreement shall be assumed by, be binding
-------------------
upon and inure to the benefit of any successor or successors of the Company.
11. Laws Applicable to Construction. The Option has been granted, executed
-------------------------------
and delivered as of the day and year first above written in Carlsbad,
California, and the interpretation, performance and enforcement of the Option
and this Agreement shall be governed by the internal laws of the State of
California.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer and the Optionee has hereunto set his
hand as of the day and year first above written.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/Patrick J. Downs
----------------------
Title: Chairman, C.E.O.
-------------------
OPTIONEE
/s/Ed Frazier
-------------------------
Ed Frazier
c/o Liberty Sports
100 East Royal Lane
Suite 300
Irving, Texas 75039
3.
<PAGE>
EXHIBIT 5
December 3, 1996
NTN 1.1
NTN Communications, Inc.
The Campus
5966 La Place Court
Carlsbad, California 92008
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen/Ladies:
We have acted as counsel for NTN Communications, Inc. (the "Company") in
connection with the preparation and filing of the Company's Registration
Statement on Form S-8 under the Securities Act of 1933, as amended (the
"Registration Statement"), providing for the registration of an aggregate of
600,000 shares (the "Shares") of the Company Common Stock, $.005 par value,
issuable under the Company's Special Stock Option Agreement and separate
Nonqualified Stock Option Agreements (the "Agreements").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Agreements and of
such other documents, corporate records, certificates of public officials and
other instruments relating to the adoption and implementation of the Agreements
as we deemed necessary or advisable for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified, photostatic or conformed copies, and
the authenticity of originals of all such latter documents. We have also
assumed the due execution and delivery of all documents where due
<PAGE>
NTN Communications, Inc.
December 3, 1996
Page 2
execution and delivery are prerequisites to the effectiveness thereof.
Based on the foregoing examination, we are of the opinion that the Shares
are duly authorized and, when issued in accordance with the Agreements, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to all references therein to our firm.
By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the rules and regulations promulgated thereunder, nor do we
admit that we are in the category of persons whose consent is required under
Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
Troy & Gould
Professional Corporation
