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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NTN COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 31-1103425
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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THE CAMPUS -- 5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(760) 438-7400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
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STANLEY B. KINSEY
NTN COMMUNICATIONS, INC.
THE CAMPUS -- 5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(760) 438-7400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
C. JAMES LEVIN
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At such time or times on and after the date on which this Registration Statement
becomes effective as the Selling Securityholders may determine.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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NUMBER OF
SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OF EACH CLASS OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED(1) SECURITY(2)(3) PRICE(2)(3) REGISTRATION FEE
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Common Stock, $0.005 par value
per share.................... 3,251,460 $0.84375 $2,743,419.38 $724.26
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(1) Includes a number of shares of Common Stock initially issuable upon exercise
of certain warrants held by the Selling Securityholders and, pursuant to
Rule 416 under the Securities Act, an indeterminate number of shares of
Common Stock as may be issued from time to time upon exercise of such
warrants by reason of adjustment of the number of shares of Common Stock to
be issued upon such exercises under certain circumstances outlined.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 457(c), the price of the Common Stock is based upon the
average of the high and low prices of the Common Stock on the American Stock
Exchange on December 8, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. THE SELLING SECURITYHOLDERS MAY NOT SELL THESE
SECURITIES PURSUANT TO THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED DECEMBER 11, 2000.
PROSPECTUS
NTN COMMUNICATIONS, INC.
3,251,460 Shares of
Common Stock
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The Selling Securityholders who are identified in this Prospectus may offer
and sell from time to time up to 3,246,460 shares of Common Stock of NTN
Communications, Inc. by using this Prospectus.
The offering price for the Common Stock may be the market price for our
Common Stock prevailing at the time of sale, a price related to the prevailing
market price, at negotiated prices or such other price as the Selling
Securityholders determine from time to time.
Our Common Stock is traded on the American Stock Exchange (AMEX) under the
ticker symbol "NTN." On December 8, 2000, the closing price of our Common Stock,
as reported by the AMEX, was $0.84375 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 2 OF THIS PROSPECTUS. YOU SHOULD READ
THIS PROSPECTUS, TOGETHER WITH THE ADDITIONAL INFORMATION DESCRIBED UNDER THE
HEADING "WHERE YOU CAN FIND MORE INFORMATION," CAREFULLY BEFORE YOU INVEST.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December , 2000.
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TABLE OF CONTENTS
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Summary..................................................... 1
Risk Factors................................................ 2
Recent Company Developments................................. 9
Forward-Looking Statements.................................. 9
Use of Proceeds............................................. 10
Selling Securityholders..................................... 11
Plan of Distribution........................................ 12
Legal Matters............................................... 12
Experts..................................................... 12
Where You Can Find More Information......................... 13
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SUMMARY
You should read the following summary together with the more detailed
information about our company and the Common Stock being sold in this offering,
including "Risk Factors" and our consolidated financial statements and related
notes, contained elsewhere in this Prospectus or incorporated by reference.
We are a developer and distributor of interactive game content, and we own
and operate the largest "out-of-home" interactive consumer marketing television
network in the United States. We operate our businesses through two operating
divisions, the NTN Network(R) and BUZZTIME, Inc.(TM)
The NTN Network is North America's largest "out-of-home" interactive
television network. The unique private network, distributed by Internet-enhanced
technology, broadcasts a variety of interactive multi-player sports and trivia
games 365 days a year to hospitality venues such as restaurants, sports bars,
hotels, clubs and military bases totaling approximately 3,450 locations in North
America as of November 20, 2000. A unique feature of the NTN Network's
interactive programming is that all players compete in real-time within each
location and are ranked at the end of each game against players in all locations
throughout North America. This enables each location to create on-premises
promotions to increase patron loyalty as well as allowing NTN to capture
national sponsors who want to use the competitions as a promotional tool.
In April 1999, we began upgrading the NTN Network by introducing a new
Windows 98-based "Digital Interactive TV" system (DITV) to replace our
decade-old DOS-based system. The new DITV system uses the latest Windows-based
development tools and multimedia capabilities, resulting in enhanced,
high-resolution graphics and full-motion video, making broadcasts on the NTN
Network more appealing.
BUZZTIME, our wholly-owned subsidiary formed in December 1999, functions
both as a game web site, BUZZTIME.com soft-launched in May 2000, and as a
developer and distributor of game content. As a developer, BUZZTIME will
continue to augment our expansive interactive game libraries. As a distributor,
BUZZTIME broadcasts live play-along game shows to a broad array of interactive
networks and platforms, including the Internet and online services, interactive
television and hand-held devices.
Our current strategy is (i) to increase the number of locations serving the
NTN Network through inexpensive broadband connectivity and the availability of
inexpensive wireless Internet appliances and (ii) to develop and take the
BUZZTIME brand beyond the Internet and online services to multiple consumer
interactive platforms and to gain player registrations and loyalty, regardless
of the consumer's point of access. The NTN Network will be a key element in
promoting the BUZZTIME brand. In the future, we expect to generate revenues
through a combination of direct consumer marketing, advertising, game
sponsorships, pay-to-play and subscription models across all platforms. There
can be no assurance, however, that we will be successful in executing this
strategy.
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RISK FACTORS
The shares of Common Stock being offered involve a high degree of risk. You
should carefully consider the following risk factors and all other information
contained in this Prospectus before you buy shares of our Common Stock. The
trading price of our Common Stock could decline due to any of these risks, and
you could lose all or part of your investment.
RISKS ASSOCIATED WITH NTN COMMUNICATIONS, INC.
We Incurred a Significant Net Loss During the First Nine Months of 2000 and
We Expect to Incur Significant Net Losses in the Future. The net loss for the
nine months ended September 30, 2000 of $3.9 million would have been
approximately $5.7 million, except for a one-time reduction of expenses during
the period attributable to a reversal of a put right liability. This compares to
a net loss before gain on the sale of a subsidiary of $3.1 million for the nine
months ended September 30, 1999. We expect to incur significant operating and
net losses for the next four quarters due primarily to our continued development
of the BUZZTIME subsidiary.
Our Limited Liquidity and Capital Resources May Constrain Our Ability to
Operate and Grow Our Business. At September 30, 2000, our current assets
exceeded our current liabilities by approximately $35,000. We currently have a
revolving line of credit agreement which provides for borrowings not to exceed
the lesser of $4.0 million or three times trailing monthly collections or three
times annualized trailing adjusted EBITDA. As of November 20, 2000, the maximum
of $4.0 million was available to us and approximately $2,877,000 was outstanding
under the line. The line of credit is secured by substantially all of our
assets. Notwithstanding our raising of $2.0 million in gross proceeds in a
privately placed equity offering in November 2000, our liquidity and capital
resources remain limited and this may constrain our ability to operate and grow
our business.
We Will Need to Raise Additional Financing After This Offering in Order to
Continue Operations. Although we raised $2.0 million in a privately-placed
equity offering completed in November 2000, we will need to raise additional
equity or debt financing to execute our business plans. We believe the maximum
amount to be raised is approximately $15 million in the next twelve months. We
cannot give assurances that we will be able to raise capital, if at all, on
terms that we believe to be satisfactory. If we are unable to raise capital when
needed, or if our cash flows are less than we anticipate, or if we incur
unanticipated expenses, our ability to develop and market BUZZTIME.com and
improve and expand the DITV Network will be materially adversely affected. Any
additional equity financing may be done on terms which are dilutive to
stockholders.
Lack of Compliance with American Stock Exchange Guidelines. AMEX has
published a set of continued listing guidelines that it follows to determine
whether an AMEX-listed company should be allowed to continue the trading or
listing of its securities on the exchange. Under these guidelines, the AMEX will
consider suspending or "delisting" a company's securities from the exchange if
it has sustained operating or net losses in its five most recent fiscal years.
As we reported in our 1999 Annual Report on Form 10-K, we incurred a net loss of
$2,498,000 for the year ended December 31, 1999, representing our fifth
consecutive year of losses. As such, we are technically not in compliance with
the continued listing guidelines of the AMEX.
We have received correspondence from the AMEX indicating that, despite the
fact that NTN does not currently meet the guidelines, the AMEX will continue the
listing of our Common Stock pending periodic reviews by the AMEX of NTN's
quarterly and annual SEC filings and certain other financial information. We
cannot assure investors that our Common Stock will remain listed on the AMEX or
any other exchange or quotation system in the future. If our Common Stock is
delisted from the AMEX, holders of our Common Stock may experience decreased
liquidity, and our stock price could be adversely affected.
New Products and Rapid Technological Change May Affect Our Operations. The
emergence of new entertainment products and technologies, changes in consumer
preferences and other factors may limit the
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life cycle of our technologies and any future products and services we develop.
Accordingly, our future performance will depend on our ability to:
- identify emerging technological trends in our market;
- identify changing consumer needs, desires or tastes;
- develop and maintain competitive technology, including new product and
service offerings;
- improve the performance, features and reliability of our products and
services, particularly in response to technological changes and
competitive offerings; and
- bring technology to the market quickly at cost-effective prices.
There can be no assurance that we will be successful in developing and marketing
new products and services that respond to technological and competitive
developments and changing customer needs, or that such products and services
will gain market acceptance. Any significant delay or failure in developing new
or enhanced technology, including new product and service offerings, could have
a material adverse effect on our business, financial condition and operating
results.
We May Sell Equity Interests in BUZZTIME to Third Parties. In December
1999, we established a wholly-owned subsidiary, BUZZTIME, Inc., a Delaware
corporation. BUZZTIME functions both as a developer and a distributor of game
content. As a developer, BUZZTIME continues to augment our expansive interactive
game library. As a distributor, BUZZTIME broadcasts live play-along game shows
to a broad array of interactive networks and platforms, including the Internet
and online services, interactive television and hand-held devices.
We believe that there may be divergent investment preferences between the
strategies pursued by the NTN Network and BUZZTIME and may decide in the future
to raise additional financing by issuing and selling equity interests in
BUZZTIME to third parties. To enhance the ability of BUZZTIME to raise such
financing, we have previously contributed and may contribute in the future
certain of our assets to BUZZTIME in order to allow the development of a
distinct identity which we believe is necessary for it to effectively grow as a
separate concern. These assets may include our extensive trivia game show
library and our interactive play-along sports games and related intangible
assets. However, we can give you no assurance that any contribution of assets to
BUZZTIME will facilitate such a financing in the future.
Our Inability To Protect Our Intellectual Property Could Seriously Damage
Our Business. We rely on a combination of trademarks, copyrights and trade
secret laws to protect our proprietary rights in certain of our products.
Furthermore, it is our policy that all employees and consultants involved in
research and development activities sign nondisclosure agreements. Our
competitors may, however, misappropriate our technology or independently develop
technologies that are as good as or better than ours. Our competitors may also
challenge or circumvent our proprietary rights. If we have to initiate or defend
against an infringement claim in the future to protect our proprietary rights,
the litigation over such claims could be time-consuming and costly to us,
adversely affecting our financial condition.
If We Fail To Manage Our Growth Effectively, We May Lose Business and
Experience Reduced Profitability. Continued implementation of our business plan
requires an effective planning and management process. Our anticipated future
growth will continue to place a significant strain on our management systems and
resources. If we are to grow successfully, we must:
- improve our operational, administrative and financial systems;
- expand, train and manage our workforce; and
- attract and retain qualified management and technical personnel.
We plan to continue adding personnel to our technical department. However,
competition for qualified personnel is intense, particularly for employees with
technical expertise. The success of our business depends on hiring and retaining
suitable personnel.
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If Our Key Personnel Leave Us, Our Business May Be Adversely Affected. Our
success greatly depends on the efforts of our executive management, including
the Chief Executive Officer, Chief Financial Officer, President of BUZZTIME,
Chief Technology Officer, Vice President of Marketing, Vice President of
Commercial Sales, Vice President of Advertising Sales and Vice President of
Operations. Our ability to operate successfully will depend significantly on the
services and contributions of each of these key people. Our business and
operations may be adversely affected if one or more key executives were to
leave.
RISKS ASSOCIATED WITH INTERACTIVE TELEVISION
Our Prospects for Growth Are Uncertain. Our DITV Network, introduced in
April 1999, has been installed in approximately 2,430 subscriber locations as of
October 2000. An additional 1,020 locations continue to subscribe to the
original DOS-based NTN network. We currently plan to continue operating our
original NTN network and the DITV Network in the United States concurrently
until Spring 2001. Our immediate prospects for growth depend, in part, on the
successful operation of the new DITV Network and our sales effort. Although we
have increased the number of subscriber locations by approximately 150 as of
October 2000 compared to October 1999, we cannot assure investors that this
trend will continue. We also cannot assure that we can implement and operate the
DITV Network profitably.
We Face Significant Competition. The entertainment business is highly
competitive. We compete with other companies for total entertainment related
revenues in the marketplace. Our network programming competes generally with
broadcast television, direct satellite programming, pay-per-view, other content
offered on cable television, and other forms of entertainment. Furthermore,
certain of our competitors have greater financial and other resources available
to them. With the entrance of motion picture, cable and television companies,
competition in the interactive entertainment and multimedia industries will
likely intensify in the future. In January 1999, The Walt Disney Company
introduced interactive programming broadcast in conjunction with live sporting
and other events which competes directly with our programming.
We also compete with other content and services available to consumers
through online services. Moreover, the expanded use of online networks and the
Internet provide computer users with an increasing number of alternatives to
video games and entertainment software. We seek to compete by providing high
quality products, thereby establishing a favorable reputation among frequent
users. There can be no assurance, however, that we can compete effectively. The
entertainment industry is continuing to undergo significant changes, primarily
due to technological developments. Due to this rapid growth of technology,
shifting consumer tastes and the popularity and availability of other forms of
entertainment, it is impossible to predict the overall effect these factors will
have on the potential revenue from and profitability of our products and
services.
We Depend on a Single Supplier of Playmakers(R). We currently purchase our
900 megahertz Playmakers from a single, unaffiliated Taiwanese manufacturer. We
are currently soliciting bids for the manufacture of our Playmakers. Unless and
until we succeed in establishing additional manufacturing relationships, we will
continue to depend on our current sole source supplier of Playmakers. If we lose
our supplier, our growth will slow until an alternative supplier is identified.
Communication Failures With Our Subscriber Locations Will Impact Our
Business. We rely on both satellite and telephone systems to communicate with
our subscriber locations. Interruption in communications with our subscriber
locations may materially impact our business. From time to time, we have had
disputes with our primary telephone service provider. We are presently reviewing
alternative telephone service providers and establishing contingency plans;
however, such alternative providers and contingency plans have not been
finalized.
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Additional Risks With Interactive Television. We face numerous other risks
with our interactive television business and we can give no assurance that:
- interactive television will become a successful, scalable medium;
- we will be successful in generating registrations;
- trivia and play-along sports games will be accepted and popular;
- we will be able to monetize the interactive television audience with our
products;
- we will be able to keep pace technologically; or
- interactive television service providers will grant carriage.
RISKS ASSOCIATED WITH THE INTERNET
One of our principal business objectives is to increase our direct contact
with consumers through our websites, BUZZTIME.com and NTN.com. We face the risks
described below in operating the websites on the Internet.
We May Not Be Successful Executing Our Strategy for BUZZTIME.com. In May
2000, we launched BUZZTIME.com as a game web site. Our strategy is to take the
BUZZTIME.com brand beyond the Internet and online services to multiple consumer
interactive platforms. We intend to develop BUZZTIME.com into a platform that
could deliver targeted marketing messages and special offers to individuals
registered on BUZZTIME.com on behalf of direct marketing partners. Although we
have entered into agreements with several key partners during 2000, our
prospects are subject to risks and uncertainties, including those described
below and elsewhere in this Prospectus, and we cannot assure that we will be
successful in executing our strategy or that:
- the current model will be sustainable over time;
- government legislation will not be enacted to prevent direct marketing
activities;
- we will be able to develop and maintain necessary technology to
profitably address a database marketing model;
- consumer privacy issues will not adversely impact the business model;
- we will be able to grow the member base to meaningful levels;
- advertisers will continue to see value in the direct marketing
proposition;
- consumers will value the consideration model (e.g. BuzzBucks);
- we will not be prevented from sending e-mail to members due to
filters/blocks established on major portals; and
- consumers will "opt in" to the model.
We Face Significant Internet Competition. The Internet market is new,
rapidly evolving and intensely competitive. We expect this competition to
intensify in the future due in part to the minimal barriers to entry and the
relatively low cost to launch a new web site. We will compete with a variety of
other entertainment and multimedia companies on the Internet. Some of these
competitors can devote substantial resources to Internet commerce in the near
future. Our websites will also compete with traditional providers of
entertainment and multimedia content and services.
We believe that the principal competitive factors we will face in providing
entertainment and multimedia content and services through our websites are brand
recognition, selection, availability, price, effectiveness of advertising,
customer service, technical expertise, convenience, accessibility, quality of
search tools and quality of editorial and other site content. Many of our
current and potential competitors have large customer bases, greater brand
recognition and significantly greater financial, marketing and
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other resources than we have. In addition, some competitors may be able to
obtain services from vendors on more favorable terms, devote greater resources
to marketing and promotional campaigns, adopt more aggressive pricing policies
and devote more resources to web site and systems development than we can. We
cannot assure you that our websites will be able to compete successfully against
current or future competitors.
We Face Rapid Technological Change. The technology used in Internet related
industries changes rapidly. This rapid change results in the availability of
many new products and services, new industry standards, and frequent changes in
user and customer requirements and preferences. The success of our websites will
depend, in part, on our ability to do the following:
- license leading technologies useful in the Internet services business;
- enhance our websites' existing services;
- develop new services and technologies that address the increasingly
sophisticated and varied needs of our customers; and
- respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.
We cannot assure you that we will successfully use new technologies effectively
or adapt our websites to customer requirements or emerging industry standards.
We Depend on Continued Growth of the Internet. Our future success depends
on the increased use of the Internet. We cannot assure you that the market for
Internet services will continue to grow or become sustainable. The Internet may
not continue as a viable commercial marketplace because of many factors,
including:
- inadequate development of the necessary infrastructure;
- lack of development of complementary products such as high speed modems
and high speed communication lines; and
- delays in the development or adoption of new standards and protocols
required to handle increased levels of Internet activity.
If the Internet and other online services continue to experience
significant growth in the number of users, the frequency of use or bandwidth
requirements, the infrastructure for the Internet could be affected by capacity
constraints. In addition, the Internet could lose its viability due to delays in
the development or adoption of new standards and protocols required to handle
increased levels of service activity. Changes in or insufficient availability of
telecommunications services to support the Internet also could result in slower
response times and could adversely affect usage of the Internet. Our business,
prospects, financial condition and results of operations could be materially
adversely affected if use of the Internet does not continue to grow or grows
more slowly than expected, if the infrastructure for the Internet does not
effectively support growth that may occur, or if the Internet does not become a
viable commercial marketplace.
We May Be Liable for the Content We Make Available on the Internet. We make
content available on our websites and on the web sites of our advertisers and
distribution partners. The availability of this content could result in claims
against us based on a variety of theories, including defamation, obscenity,
negligence, or copyright or trademark infringement. We could also be exposed to
liability for third-party content accessed through the links from our websites
to other web sites. We may incur costs to defend ourselves against even baseless
claims, and our financial condition could be materially adversely affected if we
are found liable for information that we make available. Implementing measures
to reduce our exposure to this liability may require us to spend substantial
resources and may limit the attractiveness of our services to users.
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Our Business May Suffer If We Have Difficulty Retaining Users on Our
Websites. Our business and financial results depend on our ability to retain
users on our websites. In any particular month, many of the visitors to our
websites are not registered users, and many of our registered users do not visit
our websites. We believe that intense competition has caused, and will continue
to cause, some of our registered users to seek online entertainment on other web
sites and spend less time on our websites. It is relatively easy for Internet
users to go to competing sites, and we cannot be certain that any steps we take
will maintain or improve our retention of users. In addition, some new users may
decide to visit our websites out of curiosity regarding the Internet and may
later discontinue using Internet entertainment services. If we are unable to
retain our user base, our business and financial results may suffer.
Laws Restricting the Internet Could Adversely Affect Our Business. Federal,
state and foreign governmental organizations are currently considering many
legislative and regulatory proposals. If a government authority were to adopt
laws or regulations that cover Internet-related issues such as user privacy,
pricing and characteristics and quality of products and services provided, the
growth of the Internet could be adversely affected. This could lead to a
decrease in demand for services offered over the Internet, including those that
our websites offer, and could increase the cost of doing business on the
Internet. In addition, we do not know how existing laws governing issues such as
property ownership, copyright, trade secret, libel and personal privacy will be
applied to the rapidly changing Internet. We could be materially adversely
affected by any new legislation or regulation or by the application or
interpretation of existing laws to the Internet.
RISKS ASSOCIATED WITH THIS OFFERING
Our Stock Price Has Been Highly Volatile. The trading price of our Common
Stock has been and may continue to be subject to wide fluctuations. The stock
price may fluctuate in response to a number of events and factors, such as
quarterly variations in operating results, announcements of technological
innovations or new products and media properties by us or our competitors,
changes in financial estimates and recommendations by securities analysts, the
operating and stock price performance of other companies that investors may deem
comparable, and news reports relating to trends in our markets. In addition, the
stock market in general, and the market prices for Internet-related companies in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of such companies. These broad market and industry
fluctuations may adversely affect the price of our stock, regardless of our
operating performance.
Our Charter Contains Provisions That May Hinder or Prevent a Change in
Control of Our Company. Certain provisions of our Certificate of Incorporation
could make it more difficult for a third party to acquire control of us, even if
such a change in control would benefit our stockholders. For example, our
Certificate of Incorporation requires a supermajority vote of at least 80% of
the total voting power, voting together as a single class, to amend certain
provisions of such document, including those provisions relating to:
- the number, election and term of directors;
- the removal of directors and the filling of vacancies; and
- the supermajority voting requirements of our Certificate of
Incorporation.
These provisions could discourage third parties from taking over control of our
company. Such provisions may also impede a transaction in which you could
receive a premium over then current market prices and your ability to approve a
transaction that you consider in your best interests.
We Do Not Expect to Pay Dividends During the Foreseeable Future. We have
never declared or paid any cash dividends on our Common Stock and anticipate
that for the foreseeable future any earnings will be retained for use in our
business. Our outstanding revolving line of credit prohibits us from paying cash
dividends without obtaining prior approval from the lender.
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If the Shares of Our Common Stock Eligible for Future Sales Are Sold, the
Market Price of Our Common Stock May Be Adversely Affected. Sales of substantial
amounts of our Common Stock in the public market after this Offering or the
anticipation of such sales could have a material adverse effect on
then-prevailing market prices. As of November 20, 2000, there were approximately
7,426,790 shares of Common Stock reserved for issuance upon the exercise of
outstanding stock options at exercise prices ranging from $0.6250 to $6.3750 per
share. As of November 20, 2000, there were also outstanding warrants to purchase
an aggregate of approximately 2,732,771 shares of Common Stock at exercise
prices ranging from $0.6875 to $5.00 per share. As of November 20, 2000, there
were approximately 3,137,255 shares of Common Stock reserved for the issuance
upon the conversion of the Senior Convertible Subordinated Notes at a conversion
price of $1.275. Additionally, we have approximately $14 million of Common Stock
remaining under our existing shelf registration for possible future sale.
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<PAGE> 12
RECENT COMPANY DEVELOPMENTS
Recent Developments Pertaining to the DITV Network. In 1999, we introduced
a new Digital Interactive Television Network ("DITV Network") with a
Windows-based platform and 900 MHz Playmakers to replace our original NTN
Network, which is DOS-based with 49 MHz Playmakers. The DITV Network contains
many new features, such as full-motion video capabilities and high-resolution
graphics, to allow more compelling content and better advertising opportunities.
In addition, the new, more consumer friendly Playmakers have increased
transmission range and have a longer battery life. They feature a much larger,
eight line LCD screen that displays sports scores and other ticker information.
They also enable electronic, text-based chat between patrons.
NTN has experienced higher operating costs with the DITV Network. The
increased costs associated with transmitting the larger data files associated
with full-motion advertisements and new programming content have been partially
offset by lower costs for technical service and equipment repairs. NTN is
testing alternative data transmission methods and file compression technologies
to reduce these costs, but we cannot give assurances that we will be able to do
so.
As of October 2000, approximately 2,430 DITV systems were installed,
representing approximately 70% of the total network. We estimate that NTN will
convert 40% of the remaining 1,000 systems on the original NTN Network to the
DITV Network. Of the 600 systems remaining, approximately 500 are operated by
our Canadian licensee who will continue to operate the original NTN Network for
the foreseeable future. We anticipate service will be terminated as to the
remaining 100 systems in accordance with existing contract terms with our
customers. We expect that NTN will require approximately $1.1 million in capital
expenditures and will incur approximately $200,000 in one-time costs to convert
the additional 400 systems.
Recent Developments Pertaining to BUZZTIME. We entered an exclusive
contract with inflightonline to provide BUZZTIME trivia and chat services as
part of the inflightonline service running on commercial airlines. We also
soft-launched www.buzztime.com and have generated in excess of 350,000
registrations to date. We extended our agreement with FOXSPORTS.com, News
Digital Media's sports site on the Internet, for distribution of our
Predict-The-Play(TM), live, interactive football strategy game for the 2000-01
NFL season. Under the terms of the agreement, News Digital Media has licensed
BUZZTIME's Predict-The-Play(TM) game as a feature to be hosted on the
FOXSPORTS.com site, with both companies sharing in advertising revenue and
registration rights. Most recently, we entered into a licensing and promotion
agreement with Yahoo! Inc., a leading global Internet communications, commerce
and media company for integration of the BUZZTIME trivia game content into the
Yahoo! games application.
Public Offering of Common Stock. We raised gross proceeds of $6.0 million
in April 2000 through the underwritten sale of 2,000,000 shares of Common Stock
pursuant to our existing shelf registration statement. The net proceeds from the
sale, which totaled approximately $5,163,000, were used primarily for working
capital and general corporate purposes relating to the Company's launch of its
new game portal, BUZZTIME.com and ongoing conversion of the NTN Network's
hospitality locations to the Company's new DITV technology.
Private Placement of Common Stock and Warrants. In November 2000, we sold
for $2.0 million in gross proceeds in a private placement to two accredited
investors an aggregate of 1,218,584 restricted shares of our Common Stock and
warrants to purchase a total of 609,292 shares of Common Stock initially
exercisable at $1.64125 per share. If we do not raise an additional $5.0 million
in capital within six months, the investors will be able to exercise warrants
for an additional 609,292 shares of Common Stock. The warrants expire three
years from the date the warrants were initially exercisable and are subject to
downward repricing every six-months. The investors may also receive more shares
of our Common Stock under certain circumstances pursuant to certain additional
rights.
9
<PAGE> 13
FORWARD-LOOKING STATEMENTS
We make statements in this Prospectus and the documents incorporated by
reference that are considered forward-looking statements under the federal
securities laws. Such forward-looking statements are based on the beliefs of our
management as well as assumptions made by and information currently available to
them. The words "anticipate," "believe," "may," "estimate," "expect," and
similar expressions, and variations of such terms or the negative of such terms,
are intended to identify such forward-looking statements.
All forward-looking statements are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, our actual results,
performance or achievements could differ materially from those expressed in, or
implied by, any such forward-looking statements. Important factors that could
cause or contribute to such difference include those discussed under "Risk
Factors" in this Prospectus and in our Annual Report on Form 10-K. You should
not place undue reliance on such forward-looking statements, which speak only as
of their dates. We do not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. You should carefully consider the information set forth
under "Risk Factors" in this Prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of Common
Stock offered by the Selling Securityholders pursuant to this Prospectus. We
will receive proceeds if Selling Securityholders exercise their warrants to
purchase shares of Common Stock. If all of the Selling Securityholders were to
exercise their warrants, we would receive gross proceeds of $2.0 million
(assuming that all warrants vest and are exercised at their initial exercise
price; the actual exercise price may be lower). When and if we receive these
funds, they will be used for general corporate purposes.
10
<PAGE> 14
SELLING SECURITYHOLDERS
The shares of Common Stock offered by this Prospectus have been or will be
issued to the Selling Securityholders (or their assignees) directly by our
company. The following table sets forth certain information with respect to the
beneficial ownership of shares of our Common Stock by the Selling
Securityholders as of November 30, 2000 and the number of shares which may be
offered pursuant to this Prospectus for the account of each of the Selling
Securityholders or their transferees from time to time. Except as described in
the footnotes to the table, to the best of our knowledge, none of the Selling
Securityholders has had any position, office or other material relationship with
our company within the past three years (other than as a security holder). In no
event shall either BayStar Capital, L.P. or BayStar International, Ltd. be
entitled to exercise the warrants, nor will we recognize, such exercise such
that upon giving effect to such exercise would cause the aggregate number of
shares of Common Stock beneficially owned by either BayStar Capital, L.P. or
BayStar International, Ltd. and their affiliates to exceed 4.99% of the
outstanding shares of Common Stock following such exercise.
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF
NUMBER OF SHARES SHARES WHICH MAY NUMBER OF SHARES PERCENT OF CLASS
OWNED BE SOLD IN THIS OWNED AFTER THE OWNED AFTER THE
SELLING SECURITYHOLDER PRIOR TO OFFERING(1) OFFERING(1)(2) OFFERING(2) OFFERING(2)
---------------------- -------------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
BayStar Capital,
L.P.(3)................ 2,437,167 2,437,167 0 0.0%
BayStar International,
Ltd.(3)................ 609,293 609,293 0 0.0%
Spencon Integrated
Solutions LLC(4)....... 175,000 175,000 0 0.0%
Sikander, Inc.(5)........ 30,000 30,000 0 0.0%
</TABLE>
-------------------------
(1) Assumes exercise of all warrants beneficially owned by the Selling
Securityholders for the maximum number of shares permitted as of November
30, 2000, whether or not such warrants have vested.
(2) Assumes that each Selling Securityholder will sell all shares of our Common
Stock offered under this Prospectus.
(3) Includes the number of shares of our Common Stock issued in the November
2000 private placement of 974,867 shares and 243,717 shares issued to
BayStar Capital, L.P. and BayStar International, Ltd., respectively, the
number of shares of our Common Stock issuable upon exercise of warrants of
974,867 and 243,717 shares to BayStar Capital, L.P. and BayStar
International, Ltd., respectively, and up to an additional 609,292 shares
may be issued under certain additional rights granted to these Selling
Securityholders.
(4) Represents 200,000 shares of our Common Stock issuable upon exercise of
warrants.
(5) Represents 30,000 shares of our Common Stock issuable upon exercise of
warrants.
11
<PAGE> 15
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold by the Selling
Securityholders or by their respective pledgees, donees, transferees or other
successors in interest. Such sales may be made at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The shares may be sold
by one or more of the following (as well as other methods of sale):
- one or more block trades in which a broker or dealer so engaged will
attempt to sell all or a portion of the shares held by the Selling
Securityholders as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- purchase by a broker or dealer as principal and resale by such broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- privately negotiated transactions between the Selling Securityholders and
purchasers without a broker-dealer.
The Selling Securityholders may effect such transactions by selling shares
to or through broker dealers, and such broker-dealers may receive compensation
in negotiated amounts in the form of discounts, concessions, commissions or fees
from the Selling Securityholders and/or the purchasers of the shares for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Such brokers or dealers or other participating brokers
or dealers and the Selling Securityholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with such sales. Except
for customary selling commissions in ordinary brokerage transactions, any such
underwriter or agent will be identified, and any compensation paid to such
persons will be described, in a prospectus supplement. In addition, any
securities covered by this Prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this Prospectus.
We have agreed to bear all costs, expenses and fees in connection with the
registration of the shares of our Common Stock offered by this Prospectus. We
have also agreed to indemnify the Selling Securityholders against certain
liabilities, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock intended to be sold pursuant to
this Prospectus will be passed upon for the Company by O'Melveny & Myers LLP.
EXPERTS
The consolidated financial statements of NTN Communications, Inc., as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
12
<PAGE> 16
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
financial and business information with the SEC. Our SEC filings are available
on the SEC's web site at http://www.sec.gov. You also may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information about their public reference rooms, including copy charges.
You also can obtain information about us from the American Stock Exchange at 86
Trinity Place, New York, New York 10006-1881.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this Prospectus, and information that we file later with the
SEC will automatically update and supersede information in this Prospectus and
in our other filings with the SEC. We incorporate by reference the following
which we have previously filed with the SEC under the Securities Exchange Act of
1934 (File No. 0-19383):
- our Annual Report on Form 10-K, as amended, for the year ended December
31, 1999;
- our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000, and September 30, 2000;
- our Current Reports on Form 8-K filed on April 17, 2000, April 24, 2000
and November 16, 2000;
- our Proxy Statement for our Special Meeting of Stockholders held on
January 7, 2000; and
- the description of our Common Stock which is contained in our
Registration Statement on Form 8-A.
We also incorporate by reference any future filings we make with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the Selling Securityholders sell all of the shares of Common Stock covered
by this Prospectus.
You may request a copy of these filings at no cost, by writing or calling
us at the following address:
NTN Communications, Inc.
The Campus -- 5966 La Place Court
Carlsbad, California 92008
Telephone: (760) 438-7400
Attention: Ms. Berger
You should rely only on the information contained in, or incorporated by
reference into, this Prospectus. We have not authorized anyone to provide you
with additional or different information. You should not assume that the
information in this Prospectus or any document incorporated by reference is
accurate as of any date other than the date of those documents.
You may also obtain from the SEC a copy of the Registration Statement and
exhibits that we filed with the SEC when we registered the shares of Common
Stock. The Registration Statement may contain additional information that may be
important to you.
13
<PAGE> 17
------------------------------------------------------
------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE, PROVIDED IN
THIS PROSPECTUS OR ANY SUPPLEMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS
OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS. HOWEVER, YOU
SHOULD REALIZE THAT OUR AFFAIRS MAY HAVE CHANGED SINCE THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS WILL NOT REFLECT SUCH CHANGES. YOU SHOULD NOT
CONSIDER THIS PROSPECTUS TO BE AN OFFER OR SOLICITATION RELATING TO THE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION RELATING
TO THE SECURITIES IS NOT AUTHORIZED, IF THE PERSON MAKING THE OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR IF IT IS UNLAWFUL FOR YOU TO RECEIVE
SUCH AN OFFER OR SOLICITATION.
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
NTN COMMUNICATIONS, INC.
3,251,460 Shares of
Common Stock
-------------------------
PROSPECTUS
-------------------------
December , 2000
------------------------------------------------------
------------------------------------------------------
<PAGE> 18
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the registration of shares of the Selling
Securityholders will be borne by the Company and are estimated as follows:
<TABLE>
<S> <C>
Commission registration fee................................. $ 724.26
Printing and engraving...................................... 2,000
Accounting fees and expenses................................ 4,000
Legal fees and expenses..................................... 50,000
Miscellaneous expenses...................................... 5,000
----------
Total..................................................... $61,724.26
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation permits the Company to indemnify
officers and directors of the Company to the fullest extent permitted by Section
145 of the Delaware General Corporation Law. Section 145 contains provisions
permitting corporations organized thereunder to indemnify directors, officers,
employees or agents against expenses, judgments and fines and amounts paid in
settlement actually and reasonably incurred and against certain other
liabilities in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person was or is a director, officer, employee or
agent of the corporation.
The Company has entered into indemnification agreements with certain of its
outside directors pursuant to which the Company has agreed to indemnify such
directors from claims, liabilities, damages, expenses, losses, costs, penalties
or amounts paid in settlement incurred by any such directors in or arising out
of such person's capacity as a director of the Company or any other corporation
of which such person is are a director or officer at the request of the Company
to the maximum extent provided by applicable law. In addition, such directors
are entitled to an advance of expenses to the maximum extent authorized or
permitted by law.
ITEM 16. EXHIBITS
See the attached Exhibit Index that follows the signature page.
ITEM 17. UNDERTAKINGS
The undersigned registrant 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 the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
II-1
<PAGE> 19
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by reference in
the Registration Statement.
(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 which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
(7) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 20
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carlsbad, State of California, on December 11, 2000.
NTN COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ STANLEY B. KINSEY
------------------------------------
Stanley B. Kinsey,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of NTN Communications, Inc.,
hereby severally constitute and appoint Stanley B. Kinsey, Zach Vela and Kendra
S. Berger, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any amendments to this
registration statement on Form S-3 (including any post-effective amendments
thereto), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STANLEY B. KINSEY Chairman of the Board December 11, 2000
--------------------------------------------- and Chief Executive
Stanley B. Kinsey Officer (Principal
Executive Officer)
/s/ ZACH VELA Chief Financial Officer December 11, 2000
--------------------------------------------- (Principal Financial
Zach Vela Officer)
/s/ KENDRA BERGER Senior Vice President December 11, 2000
--------------------------------------------- (Principal Accounting
Kendra Berger Officer)
/s/ ROBERT M. BENNETT Director December 11, 2000
---------------------------------------------
Robert M. Bennett
/s/ BARRY BERGSMAN Director December 11, 2000
---------------------------------------------
Barry Bergsman
/s/ ESTHER L. RODRIGUEZ Director December 11, 2000
---------------------------------------------
Esther L. Rodriguez
</TABLE>
II-3
<PAGE> 21
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GARY ARLEN Director December 11, 2000
---------------------------------------------
Gary Arlen
/s/ VINCENT A. CARRINO Director December 11, 2000
---------------------------------------------
Vincent A. Carrino
</TABLE>
II-4
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of NTN
Communications, Inc., as amended (Incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form S-3
(File No. 333-69383) filed with the Securities and Exchange
Commission)
3.2 Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated March 22, 2000
(Incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K, as amended by Form 10-K/A, for
the fiscal year ended December 31, 2000 (File No. 0-19383)
filed with the Securities and Exchange Commission)
3.3 Certificate of Amendment to Restated Certificate of
Incorporation of the Company dated March 24, 2000
(Incorporated by reference to Exhibit 3.4 to the Company's
Annual Report on Form 10-K, as amended by Form 10-K/A, for
the fiscal year ended December 31, 2000 (File No. 0-19383)
filed with the Securities and Exchange Commission)
3.4 Bylaws of NTN Communications, Inc. (Incorporated by
reference to Exhibit 3.2 to the Registration Statement on
Form S-8 (File No. 333-75732) filed with the Securities and
Exchange Commission)
4.1 Specimen Common Stock certificate (Incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form 8-A
(File No. 0-19383) filed with the Securities and Exchange
Commission)
4.2 Securities Purchase Agreement, dated November 14, 2000, by
and among NTN Communications, Inc. and the Buyers as defined
therein
4.3 Registration Rights Agreement, dated November 14, 2000, by
and among NTN Communications, Inc. and the Buyers as defined
therein
4.4 Form of Common Stock Purchases Warrant of NTN
Communications, Inc., dated November 14, 2000
4.5 Form of Common Stock Purchases Warrant of NTN
Communications, Inc., dated November 14, 2000
4.6 Warrant Agreement, dated November 10, 1999, between NTN
Communications, Inc. and Spencer Integrated Solutions, LLC
(Incorporated by reference to Exhibit 4.3 to the Company's
Current Report on Form 8-K (File No. 001-11460) filed with
the Securities and Exchange Commission)
4.7 Warrant Agreement, dated November 10, 1999, between NTN
Communications, Inc. and Spencer Integrated Solutions, LLC
(Incorporated by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K (File No. 001-11460) filed with
the Securities and Exchange Commission)
4.8 Warrant Agreement, dated December 20, 1999, between NTN
Communications, Inc. and Sikander, Inc. (Incorporated by
reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K (File No. 001-11460) filed with the Securities and
Exchange Commission)
5.1 Opinion of O'Melveny & Myers LLP as to the legality of the
Common Stock offered hereby (including consent)
23.1 Consent of KPMG LLP, Independent Accountants
23.2 Consent of O'Melveny & Myers LLP (included with Exhibit 5.1)
24 Powers of Attorney (included on page S-1)
</TABLE>
