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+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+ FORM 8-K. +
+ CURRENT REPORT +
+ +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
(AS LAST AMENDED IN REL. NO. 34-25113, EFF. 1/30/95.)
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) September 19, 1996
NTN COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-11460 31-1103425
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5966 La Place Court, Carlsbad, California 92008-8830
(Address of principal executive offices) Zip Code)
</TABLE>
Registrant's telephone number, including area code (619) 438-7400
Not Applicable
(Former name or former address, if changed since last report.)
The index to exhibits appears at page 3 of the 5 pages constituting the manually
signed original of this report.
1
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ITEM 5. OTHER EVENTS.
On August 16, 1996, the Board of Directors of NTN Communications, Inc. (the
"Company") expanded the number of members to serve on the Board of Directors
from five (5) to seven (7) and nominated Mr. Robert M. Bennett, former president
of Metromedia Broadcasting, and Mr. Edward C. Frazier, previously president of
Liberty Sports, Inc., to serve on the Board of Directors. Under the Company's
classified Board of Directors, Mr. Bennett and Mr. Frazier each will be subject
to election to the Board of Directors at the Company's next Annual Meeting of
Shareholders.
Prior to being appointed a director of the Company, Mr. Bennett was unaffiliated
with the Company. Mr. Bennett served as president of Metromedia Broadcasting
from 1982 through 1986. Under Mr. Bennett's leadership, Metromedia Broadcasting
developed into the most aggressive group operation in the country, winning "Best
News" Emmys for all of its stations, and producing such shows as "Small Wonder",
"Star Search" and "Fame". Mr. Bennett's first sales job in broadcasting was at
KTTV, Metromedia's Los Angeles television station, followed by management
positions in Metromedia's broadcast division. In 1972, he joined Boston
Broadcasters, Inc. ("BBI"), serving as president and director from 1979-1982.
Bennett's distinguished career also includes president and founder, with son
Casey, of Bennett Productions and Bennett Sports Productions. In 1991, he
acquired full ownership from his previous partners of Trans Atlantic
Entertainment, which was created in 1989 as a result of the purchase of New
World Entertainment's 180-film theatrical and 400-film video libraries.
Prior to being appointed as a director of the Company, Mr. Frazier had no
affiliation with the Company. From 1986 through 1996, Mr. Frazier served as the
first president of Liberty Sports, Inc., the former sports programming arm of
Tele-Communications, Inc. ("TCI") which recently merged with Fox Sports. Under
his direction, Liberty Sports grew to become the largest distributor of regional
sports cable programming, with over 100 million subscribers worldwide and
investments in 14 regional sports networks. Mr. Frazier's career also includes
successful launches of several regional networks, as well as being vice
president and general manager of Oak Industries, where in 1980, he directed the
launch of subscription television. In August 1996, he and partner Joe King
founded Frazier/King Media, which includes Frazier/King Studios and Prime-Sports
Merchandising, a chain of 21 sports apparel stores and a 49-store franchise
system.
Both Mr. Bennett and Mr. Frazier will receive compensation in the amount of
$15,000.00 per annum for serving as directors of the Company. As an inducement
for Mr. Bennett and Mr. Frazier to agree to serve as directors, the Company has
granted both Mr. Bennett and Mr. Frazier five (5) year warrants to purchase
100,000 shares of the Company's common stock, $.005 par value (the "Common
Stock"), at an exercise price equal to the closing price of the Company's Common
Stock on August 25, 1996 for Mr. Bennett's options and August 30, 1996 for
Mr.Frazier's options, as listed on the American Stock Exchange. One-third of
the warrants will vest each year of the directors' term.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits included with this report are made part hereof.
Sequential Page No.
-------------------
3.1 NTN press release dated September 19, 1996 5
3
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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.
NTN COMMUNICATIONS, INC.
(Registrant)
Date: September 27, 1996 By: /s/ Gerald Sokol, Jr.
--------------------------------------------
Gerald Sokol, Jr., Chief Financial Officer
4
<PAGE>
[LETTERHEAD OF NTN COMMUNICATIONS, INC.]
FORMER METROMEDIA BROADCASTING PRESIDENT BENNETT AND
----------------------------------------------------
FORMER LIBERTY SPORTS PRESIDENT FRAZIER
---------------------------------------
JOIN NTN BOARD
--------------
CARLSBAD, Calif. -- September 19, 1996 -- Robert M. Bennett, former president of
Metromedia Broadcasting, and Ed Frazier, previously president of Liberty Sports,
Inc., have been appointed to serve on the Board of Directors for NTN
Communications (AMEX: NTN). The announcement was made today by Patrick J. Downs,
chairman and chief executive officer of NTN, the industry's leading producer and
programmer of interactive entertainment.
Under Robert Bennett's leadership as president of Metromedia Broadcasting from
1982-1986, the company developed into the most aggressive group operation in the
country, winning "Best News" Emmys for all of its stations, and producing such
shows as "Small Wonder," "Star Search" and "Fame." His first sales job in
broadcasting was at KTTV, Metromedia's Los Angeles television station, followed
by management positions in Metromedia's broadcast division. In 1972, he joined
Boston Broadcasters, Inc. (BBI), serving as president and director from
1979-1982. Bennett's distinguished career also includes president, and founder
with son Casey, of Bennett Productions and Bennett Sports Productions. in 1991,
he acquired full ownership from his previous partners of Trans Atlantic
Entertainment, which was created in 1989 as a result of the purchase of New
World Entertainment's 180-film theatrical and 400-film video libraries.
Ed Frazier served from 1986-1996 as the first president of Liberty Sports, Inc.,
the former sports programming arm of Tele-Communications, Inc. (TCI) which
recently merged with Fox Sports. Under his direction, Liberty Sports grew to
become the largest distributor of regional sports cable programming, with over
100 million subscribers worldwide and investments in 14 regional sports
networks. Frazier's career also includes successful launches of several regional
networks, as well as vice president and general manager of Oak Industries, where
in 1980 he directed the launch of subscription television. In August 1996, he
and partner Joe King founded Frazier/King Media, which includes Frazier/King
Studios and Prime-Sports Merchandising, a chain of 21 sports apparel stores and
a 49-store franchise system.
"We are privileged to have such distinguished individuals as Robert Bennett and
Ed Frazier serving on the NTN Board of Directors," said Downs. "Their combined
experience and expertise in the broadcast industry, which includes programming,
distribution and advertising sales, will be invaluable as our company continues
to exploit the new distribution channels available for interactive television
including the acquisition of programming rights, not only for our hospitality
network, but also for our online, Internet and cable services for the home
consumer market."
###
CONTACT:
KRISTI NICHOLS (619) 438-7400
NTN COMMUNICATIONS, INC.
HERBERT LANZET (212) 687-0061
H.L. LANZET, INC.
