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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
April 14, 2000
NTN COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 001-11460 31-1103425
<S> <C> <C>
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
5966 LA PLACE COURT
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(760) 438-7400
(Registrant's telephone number, including Area Code)
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ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is filed by NTN Communications, Inc.
RECENT COMPANY DEVELOPMENTS
Preliminary Operating Results for Quarter Ended March 31, 2000. Based
on our preliminary estimates, we believe that our revenues for the first quarter
ended March 31, 2000, were approximately $5.9 million, and that we incurred a
net loss during the quarter of approximately $400,000. The net loss is
determined after taking into account a reversal of a put right liability of
approximately $1,793,000 as of December 31, 2000, which reduced expenses in the
first quarter. Without the reduction in expenses attributable to the reversal of
the put right liability, our net loss for the first quarter of 2000 would have
been approximately $2.2 million.
Recent Developments Pertaining to DITV Network. In 1999, we introduced
a new Digital Interactive Television Network(TM) ("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 December 31, 1999, approximately 1,500 DITV systems were
installed, representing 52% of the total network. During the first quarter of
2000, NTN installed an additional 382 DITV systems, 223 of which were
conversions and 159 of which were installed in new sites. NTN plans to continue
to convert the remaining DOS-based systems to DITV by fall of 2000. We estimate
that NTN will convert 75% of the 1,000 systems remaining on the original NTN
Network to the DITV Network and that service will be terminated as to the
remainder of the systems in accordance with existing contract terms with our
customers. We expect that NTN will require approximately $2.5 million in capital
expenditures and will incur approximately $350,000 in one time costs to convert
the additional 750 systems.
Agreement with the National Football League. We have had a 15-year
relationship with the National Football League as a licensee for the hospitality
version of our "QB1" predict-the-play interactive game. On April 3, 2000, we
extended the hospitality platform provisions of our existing License Agreement
with National Football League Properties, Inc. through April 15, 2000, while we
continue our negotiations with the NFL for a new agreement. We are also seeking
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to renew an online license with the NFL that brought QB1 to the Internet at
websites QB1.com and NFL.com last season. We are continuing our negotiations
with the NFL, although we cannot give assurances that we will ultimately be able
to reach agreement with the NFL on these matters.
Settlement of Class-Action Lawsuit. On April 3, 2000, the U.S. District
Court for the Southern District entered a final judgment and order of dismissal
in the class-action lawsuit entitled Eliot Miller and Jay Iyer, shareholders on
behalf of themselves and all others similarly situated vs. NTN Communications,
Inc., Patrick J. Downs, Daniel C. Downs, Donald C. Klosterman, Ronald E. Hogan,
Gerald P. McLaughlin and KPMG LLP. The settlement becomes final upon the
expiration of the time for filing a notice of appeal, which is thirty days after
entry of judgment, or May 3, 2000.
Warrant Exercise. On March 27, 2000, each of the two holders of the
common stock purchase warrants issued pursuant to the Exchange Agreement, dated
October 5, 1998, by and between NTN and holders of the Series B Preferred Stock,
provided notice of the election of each holder to exercise the warrants to
purchase 500,000 shares of Common Stock. Each holder elected to utilize the
cashless exercise option as provided by the warrants. The purchase price of the
warrants in effect at the time of exercise was $0.005 per share based upon the
provisions of the warrants. On March 29, 2000 we issued 499,548 shares of Common
Stock to each holder.
Conversion of Senior Convertible Subordinated Notes. On March 16, 2000,
the holders of the 7% Senior Convertible Subordinated Notes due February 2001
provided notice of each holder's election to convert $100,000 of principal
amount of the Notes plus accrued interest into shares of Common Stock. On March
16, 2000, in accordance with the provisions of the Notes, we issued 79,575
shares of Common Stock to each of the two holders.
RISK FACTORS
Our business, results of operation and financial condition could be
adversely affected by a number of factors. These risks have been outlined in our
Annual Report on Form 10-K for fiscal year ended December 31, 1999, as amended
by Amendment No. 1 thereto on Form 10-K/A filed on April 5, 2000. In addition to
the risks disclosed in such filings and in our other filings with the SEC, we
also inform investors of the following risks:
We Incurred a Significant Net Loss During the First Quarter of 2000,
and We Expect to Incur Significant Net Losses in the Future. Based on our
preliminary estimates, we believe that we incurred a net loss during the quarter
ended March 31, 2000, of approximately $400,000. The net loss for the first
quarter would have been approximately $2.2 million, except for a one-time
reduction of expenses during the quarter attributable to a reversal of a put
right liability described above under "Recent Company Developments". These
figures compare to a net loss for the first quarter of 1999 of $832,000. We
expect to incur significant and increasing operating and net losses for the
foreseeable future.
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Our Limited Liquidity and Capital Resources May Constrain Our Ability
to Operate and Grow Our Business. We estimate that, at March 31, 2000, our
current assets exceeded our current liabilities by approximately $21,000. On
April 14, 2000, we announced plans to raise $6.0 million through the
underwritten sale of 2,000,000 shares of our common stock pursuant to NTN's
existing shelf registration statement. (A copy of our press release announcing
the offering is filed as an exhibit to this report and is incorporated herein by
reference.) We intend to use the net proceeds of the proposed offering (which
proceeds are expected to be approximately $5.185 million) to market our new game
portal called BUZZTIME.com(TM), to convert our existing customer base to the
DITV Network, and for working capital and general corporate purposes.
We expect that we will require additional equity or debt financing in
an aggregate amount of $10 million as early as the start of the third quarter of
the current fiscal year to continue the development and marketing of
"BUZZTIME.com" and the expansion and improvement of our DITV Network. 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. The
American Stock Exchange (AMEX) has published a set of continued listing
guidelines that it follows to determine whether an AMEX-listed company should
continue 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:
o if it has stockholders' equity of less than $2,000,000 and has
incurred operating or net losses in two of its three most recent
fiscal years;
o if it has stockholders' equity of less than $4,000,000 and has
incurred operating or net losses in three its four most recent
fiscal years; or
o 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. Additionally, we reported shareholders' equity
of $2,221,000 as of December 31, 1999. As such, NTN is 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 NTN's Common Stock pending a review by the AMEX of NTN's 1999
Annual Report on Form 10-K and certain other financial information that we have
supplied to the AMEX. The determination by the AMEX is subject to our making
favorable progress towards complying with the guidelines and to periodic review
by the AMEX of our filings with the SEC. We cannot assure 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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Warrant Agreement, dated June 30, 1999 between NTN Communications,
Inc. and Interactive Marketing, Inc.
4.2 Warrant Agreement, dated December 20, 1999 between NTN Communications,
Inc. and Sikander, Inc.
4.3 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.4 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.5 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.6 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
21.1 List of Subsidiaries
99.1 Press release issued by NTN Communications, Inc. on April 14, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NTN COMMUNICATIONS, INC.
By: /s/ Kendra Berger
------------------------
Kendra Berger
Chief Financial Officer
Date: April 14, 2000
S-1
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Warrant Agreement, dated June 30, 1999 between NTN Communications,
Inc. and Interactive Marketing, Inc.
4.2 Warrant Agreement, dated December 20, 1999 between NTN Communications,
Inc. and Sikander, Inc.
4.3 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.4 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.5 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
4.6 Warrant Agreement, dated November 10, 1999 between NTN Communications,
Inc. and Spencon Integrated Solutions, LLC
21.1 List of Subsidiaries
99.1 Press release issued by NTN Communications, Inc. on April 14, 2000
<PAGE> 1
EXHIBIT 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-012 300,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER JUNE 30, 1999 AND VOID AFTER JUNE 30, 2002.
Warrant Price: $0.8125 (eighty-one and one quarter cent) per share.
1. THIS IS TO CERTIFY that, for value received, INTERACTIVE MARKETING,
INC. (the "Holder"), is entitled to purchase, subject to the terms and
conditions hereinafter set forth, at anytime from and after June 30, 1999, and
on or before June 29, 2002 (the "Warrant Period"), up to 300,000 shares of the
$.005 par value common stock ("Common Stock") of NTN Communications Inc. (the
"Company"), and to receive certificate(s) for the Common Stock so purchased.
This Warrant shall be exercisable as to 50,000 shares on the last day of each of
the six consecutive months commencing June, 1999 (the "Exercise Dates"). If a
"Change of Control Event," as defined in Paragraph 7 hereof, occurs, this
warrant shall become exercisable in the full amount of 300,000 shares. This
Warrant may be exercised in whole or in part. Such exercise shall be
accomplished by tender to the Company of the purchase price set forth above as
the warrant price (the "Warrant Price"), either in cash or by certified check or
bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant.
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2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") and any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
4. This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
5. The Company shall comply with the reporting requirements of Sections
13 and 15(d) of the Securities Exchange Act of 1934 for so long as and to the
extent that such requirements apply to the Company.
6. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 6.
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(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 6, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets the Holder shall thereafter be entitled upon exercise hereof to purchase,
with respect to each share of Common Stock purchasable hereunder immediately
prior to the date upon which such consolidation or merger becomes effective, the
securities or property to which a holder of shares of Common Stock is entitled
upon such consolidation or merger, without any change in, or payment in addition
to the Warrant Price in effect immediately prior to such merger or
consolidation, and the Company shall take such steps in connection with such
consolidation or merger as may be necessary to ensure that all of the provisions
of this Warrant shall thereafter be applicable, as nearly as reasonably may be,
in relation to any securities or property thereafter deliverable upon the
exercise of this Warrant. The Company shall not effect any such consolidation,
merger or asset transfer unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting therefrom shall assume by
written agreement executed and mailed to the registered Holder at his address
shown on the books and records of the Company, the obligation to deliver to such
Holder
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any such securities or property as in accordance with the foregoing provisions
such Holder shall be entitled to purchase.
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or winding up of the
Company is proposed, the Company shall give at least 20 days prior written
notice of such proposal to the registered Holder hereof stating the date on
which such event is to take place and the date (which shall be at least 20 days
after giving of such notice) as of which the holders of shares of Common Stock
of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such dissolution, liquidation or winding up.
This Warrant and all rights hereunder shall terminate as of the date on which
such dissolution, liquidation, or winding up takes place. The notices pursuant
to this paragraph shall be given by first class mail, postage prepaid, addressed
to the registered Holder of this Warrant at his address appearing in the records
of the Company.
(f) Irrespective of any adjustments pursuant to this Section 6
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
7. Notwithstanding anything to the contrary herein the Exercise Dates
shall automatically be accelerated 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
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
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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 entitles 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.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers, and the corporate seal hereunto affixed. IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officers, and the corporate seal hereunto affixed.
DATED: June 30, 1999 NTN COMMUNICATIONS INC.
By: /s/ Stanley B. Kinsey
------------------------
Stanley B. Kinsey
Chairman and CEO
ATTEST:
[seal] By: /s/ Kendra Berger
----------------------
Kendra Berger
Secretary
<PAGE> 6
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
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The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: INTERACTIVE MARKETING, INC.
----------------
By:
-----------------------------------------
Address:
225 South Sepulveda Boulevard, Suite 360
Manhattan Beach, CA 90266
Taxpayer ID Number:
----------------------------------
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ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
----------------- ----------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- ---------------------------------- ----------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 4.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-017 30,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER DECEMBER 20, 1999 VOID AFTER DECEMBER 19, 2002.
Warrant Price: $0.6250 (Sixty-Two and One-Half Cents) per share.
1. THIS IS TO CERTIFY that, for value received, Sikander, Inc. (the
"Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, at anytime from and after December 20, 1999, and on or
before December 19, 2002 (the "Warrant Period"), up to 30,000 shares of the
$.005 par value common stock ("Common Stock") of NTN Communications Inc. (the
"Company"), and to receive certificate(s) for the Common Stock so purchased.
This Warrant may be exercised in whole or in part. Such exercise shall be
accomplished by tender to the Company of the purchase price set forth above as
the warrant price (the "Warrant Price"), either in cash or by certified check or
bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant.
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
<PAGE> 2
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") or any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so
long as and to the extent that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of
<PAGE> 3
Common Stock or other securities of the Company that he would have owned or have
been entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening of
such event or any record date with respect thereto. An adjustment made pursuant
to this paragraph (a) shall become effective immediately after the effective
date of such event retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets, the Holder shall thereafter be entitled upon exercise hereof to
purchase, with respect to each share of Common Stock purchasable hereunder
immediately prior to the date upon which such consolidation or merger becomes
effective, the securities or property to which a holder of shares of Common
Stock is entitled upon such consolidation or merger, without any change in, or
payment in addition to the Warrant Price in effect immediately prior to such
merger or consolidation, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to ensure that all of the
provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation, merger or asset transfer unless prior to the consummation
thereof the successor corporation resulting therefrom shall assume by written
agreement executed and mailed to the registered Holder at his address shown on
the books and records of the Company, the obligation to deliver to such Holder
any such securities or property as in accordance with the foregoing provisions
such Holder shall be entitled to purchase.
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company
<PAGE> 4
shall determine the adjusted Warrant Price and the securities or property
purchasable upon exercise. If any voluntary or involuntary dissolution,
liquidation, or winding up of the Company is proposed, the Company shall give at
least 20 days prior written notice of such proposal to the registered Holder
hereof stating the date on which such event is to take place and the date (which
shall be at least 20 days after giving of such notice) as of which the holders
of shares of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such dissolution,
liquidation or winding up. This Warrant and all rights hereunder shall terminate
as of the date on which such dissolution, liquidation, or winding up takes
place. The notices pursuant to this paragraph shall be given by first class
mail, postage prepaid, addressed to the registered Holder of this Warrant at his
address appearing in the records of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers, and the corporate seal hereunto affixed.
DATED: December 20, 1999 NTN COMMUNICATIONS INC.
By: /s/ Kendra Berger
--------------------------
Kendra Berger
Chief Financial Officer
ATTEST:
[seal] By: /s/ Kathy Miles
--------------------------
Kathy Miles
Assistant Secretary
<PAGE> 5
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
<PAGE> 6
The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: SIKANDER, INC.
-----------------
By:
-------------------------------
Address:
3540 West Sahara
Las Vegas, NV 89102
Social Security Number:
----------------------------------
<PAGE> 7
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
-------------------- -------------------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- ---------------------------------- ----------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 4.3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-013 150,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER NOVEMBER 10, 2000 AND VOID AFTER NOVEMBER 10, 2002.
Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per
share.
1. THIS IS TO CERTIFY that, for value received, Spencon Integrated
Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and
conditions hereinafter set forth, at anytime from and after November 4, 2000,
and on or before November 3, 2002 (the "Warrant Period"), up to 150,000 shares
of the $.005 par value common stock ("Common Stock") of NTN Communications Inc.
(the "Company"), and to receive certificate(s) for the Common Stock so purchased
as follows: This Warrant shall become exercisable as to 37,500 shares on and
after November 10, 2000, and as to 1/12 of the remaining 112,500 shares on the
last day of each of the twelve consecutive months immediately following November
2000 (the "Exercise Dates"). This Warrant may be exercised, as to shares as to
which it has become exercisable, in whole or in part. Such exercise shall be
accomplished by tender to the Company of the purchase price set forth above as
the warrant price (the "Warrant Price"), either in cash or by certified check or
bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant.
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its
<PAGE> 2
Common Stock issuable upon the exercise of this and all other Warrants of like
tenor then outstanding. The Company further covenants and agrees that all shares
of Common Stock that may be delivered upon the exercise of this Warrant will,
upon delivery, be fully paid and nonassessable and free from all taxes, liens
and charges with respect to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") or any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so
long as and to the extent that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
<PAGE> 3
(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets, the Holder shall thereafter be entitled upon exercise hereof to
purchase, with respect to each share of Common Stock purchasable hereunder
immediately prior to the date upon which such consolidation or merger becomes
effective, the securities or property to which a holder of shares of Common
Stock is entitled upon such consolidation or merger, without any change in, or
payment in addition to the Warrant Price in effect immediately prior to such
merger or consolidation, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to ensure that all of the
provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation, merger or asset transfer unless prior to the consummation
thereof the successor corporation resulting therefrom shall assume by written
agreement executed and mailed to the registered Holder at his address shown on
the books and records
<PAGE> 4
of the Company, the obligation to deliver to such Holder any such securities or
property as in accordance with the foregoing provisions such Holder shall be
entitled to purchase.
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or winding up of the
Company is proposed, the Company shall give at least 20 days prior written
notice of such proposal to the registered Holder hereof stating the date on
which such event is to take place and the date (which shall be at least 20 days
after giving of such notice) as of which the holders of shares of Common Stock
of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such dissolution, liquidation or winding up.
This Warrant and all rights hereunder shall terminate as of the date on which
such dissolution, liquidation, or winding up takes place. The notices pursuant
to this paragraph shall be given by first class mail, postage prepaid, addressed
to the registered Holder of this Warrant at his address appearing in the records
of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
5. Notwithstanding anything to the contrary herein the Exercise Dates
shall automatically be accelerated 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 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 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; or
(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
<PAGE> 5
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 entitles who were the beneficial
owners, respectively, of the outstanding Common stock and outstanding voting
securities of the Corporation 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.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers, and the corporate seal hereunto affixed.
DATED: November 10, 1999 NTN COMMUNICATIONS INC.
By: /s/ Kendra Berger
-----------------------------
Kendra Berger
Chief Financial Officer
ATTEST:
[seal] By: /s/ Kathy Miles
-----------------------------
Kathy Miles
Assistant Secretary
<PAGE> 6
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
<PAGE> 7
The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: SPENCON INTEGRATED SOLUTIONS, LLC
------------------
By:
----------------------------------------
Address:
7525 Wingshadow Drive
Scottsdale, AZ 85255
Taxpayer ID Number:
--------------------------------------------
<PAGE> 8
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
----------------- -------------------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- -
- ---------------------------------- ------------------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 4.4
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-013 150,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER NOVEMBER 10, 2000 AND VOID AFTER NOVEMBER 10, 2002.
Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per
share.
1. THIS IS TO CERTIFY that, for value received, Spencon Integrated
Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and
conditions hereinafter set forth, at anytime from and after November 4, 2000,
and on or before November 3, 2002 (the "Warrant Period"), up to 150,000 shares
of the $.005 par value common stock ("Common Stock") of NTN Communications Inc.
(the "Company"), and to receive certificate(s) for the Common Stock so purchased
as follows: This Warrant shall become exercisable as to 37,500 shares on and
after November 10, 2000, and as to 1/12 of the remaining 112,500 shares on the
last day of each of the twelve consecutive months immediately following November
2000 (the "Exercise Dates"). This Warrant may be exercised, as to shares as to
which it has become exercisable, in whole or in part. Such exercise shall be
accomplished by tender to the Company of the purchase price set forth above as
the warrant price (the "Warrant Price"), either in cash or by certified check or
bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant.
<PAGE> 2
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") or any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so
long as and to the extent that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
<PAGE> 3
(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets, the Holder shall thereafter be entitled upon exercise hereof to
purchase, with respect to each share of Common Stock purchasable hereunder
immediately prior to the date upon which such consolidation or merger becomes
effective, the securities or property to which a holder of shares of Common
Stock is entitled upon such consolidation or merger, without any change in, or
payment in addition to the Warrant Price in effect immediately prior to such
merger or consolidation, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to ensure that all of the
provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation, merger or asset transfer unless prior to the consummation
thereof the successor corporation resulting therefrom shall assume by written
agreement executed and mailed to the registered Holder at his address shown on
the books and records of the Company, the obligation to deliver to such Holder
any such securities or property as in accordance with the foregoing provisions
such Holder shall be entitled to purchase.
<PAGE> 4
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or winding up of the
Company is proposed, the Company shall give at least 20 days prior written
notice of such proposal to the registered Holder hereof stating the date on
which such event is to take place and the date (which shall be at least 20 days
after giving of such notice) as of which the holders of shares of Common Stock
of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such dissolution, liquidation or winding up.
This Warrant and all rights hereunder shall terminate as of the date on which
such dissolution, liquidation, or winding up takes place. The notices pursuant
to this paragraph shall be given by first class mail, postage prepaid, addressed
to the registered Holder of this Warrant at his address appearing in the records
of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
5. Notwithstanding anything to the contrary herein the Exercise Dates
shall automatically be accelerated 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 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 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; or
(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
<PAGE> 5
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 entitles who were the beneficial
owners, respectively, of the outstanding Common stock and outstanding voting
securities of the Corporation 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.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers, and the corporate seal hereunto affixed.
DATED: November 10, 1999 NTN COMMUNICATIONS INC.
By: /s/ Kendra Berger
--------------------
Kendra Berger
Chief Financial Officer
ATTEST:
[seal] By: /s/ Kathy Miles
--------------------
Kathy Miles
Assistant Secretary
<PAGE> 6
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
<PAGE> 7
The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: SPENCON INTEGRATED SOLUTIONS, LLC
------------------
By:
----------------------------------------
Address:
7525 Wingshadow Drive
Scottsdale, AZ 85255
Social Security Number:
----------------------------------
<PAGE> 8
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
----------------- ------------------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- -
- ---------------------------------- ------------------------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 4.5
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-015 25,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER JULY 1, 2000 AND VOID AFTER JUNE 30, 2002.
Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per
share.
1. THIS IS TO CERTIFY that, for value received, Spencon Integrated
Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and
conditions hereinafter set forth, up to 25,000 shares of the $.005 par value
common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to
receive certificate(s) for the Common Stock so purchased as follows: This
Warrant shall become exercisable in full on and after July 1, 2000 only in the
event the Company determines, in its sole discretion, that BUZZTIME.com has
generated, on or before July 1, 2000 (the "Exercise Date"), a minimum of
$500,000 in advertising and related revenue, as set forth paragraph 4(b) of the
Engagement Agreement, dated November 10, 1999, by and between the Company and
the Holder. In such event, the Company shall so notify the Holder in writing and
this Warrant shall therefrom be and become exercisable at anytime and from time
to time from and after the Exercise Date and on or before June 30, 2002. If the
Company shall not have so notified the Holder on or before July 1, 2000, this
Warrant shall be null and void and of no further force and effect. This Warrant
may be exercised, as to shares as to which it has become exercisable, in whole
or in part. Such exercise shall be accomplished by tender to the Company of the
purchase price set forth above as the warrant price (the "Warrant Price"),
either in cash or by certified check or bank cashier's check, payable to the
order of the Company, together with presentation and surrender to the Company of
this Warrant with an executed subscription in substantially the form attached
hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be
issued upon the exercise of this Warrant.
<PAGE> 2
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") or any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so
long as and to the extent that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
<PAGE> 3
(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets, the Holder shall thereafter be entitled upon exercise hereof to
purchase, with respect to each share of Common Stock purchasable hereunder
immediately prior to the date upon which such consolidation or merger becomes
effective, the securities or property to which a holder of shares of Common
Stock is entitled upon such consolidation or merger, without any change in, or
payment in addition to the Warrant Price in effect immediately prior to such
merger or consolidation, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to ensure that all of the
provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation, merger or asset transfer unless prior to the consummation
thereof the successor corporation resulting therefrom shall assume by written
agreement executed and mailed to the registered Holder at his address shown on
the books and records of the Company, the obligation to deliver to such Holder
any such securities or property as in accordance with the foregoing provisions
such Holder shall be entitled to purchase.
<PAGE> 4
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or winding up of the
Company is proposed, the Company shall give at least 20 days prior written
notice of such proposal to the registered Holder hereof stating the date on
which such event is to take place and the date (which shall be at least 20 days
after giving of such notice) as of which the holders of shares of Common Stock
of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such dissolution, liquidation or winding up.
This Warrant and all rights hereunder shall terminate as of the date on which
such dissolution, liquidation, or winding up takes place. The notices pursuant
to this paragraph shall be given by first class mail, postage prepaid, addressed
to the registered Holder of this Warrant at his address appearing in the records
of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
5. Notwithstanding anything to the contrary herein the Exercise Dates
shall automatically be accelerated 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 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 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; or
(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
<PAGE> 5
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 entitles who were the beneficial
owners, respectively, of the outstanding Common stock and outstanding voting
securities of the Corporation 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. IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officers, and the corporate seal hereunto affixed.
DATED: November 10, 1999 NTN COMMUNICATIONS INC.
By:
/s/ Kendra Berger
------------------------
Kendra Berger
Chief Financial Officer
ATTEST:
[seal] By: /s/ Kathy Miles
-----------------------
Kathy Miles
Assistant Secretary
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated
<PAGE> 6
below. If such number of shares is not all of the shares purchasable pursuant to
the attached Warrant, the undersigned requests that a new Warrant of like tenor
for the balance of the remaining shares purchasable thereunder be delivered to
the undersigned at the address stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
<PAGE> 7
The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: SPENCON INTEGRATED SOLUTIONS, LLC
------------------
By:
----------------------------------------
Address:
7525 Wingshadow Drive
Scottsdale, AZ 85255
Social Security Number:
--------------------------------------------
<PAGE> 8
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
----------------- ------------------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- -
- ---------------------------------- -----------------------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 4.6
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-016 25,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER JANUARY 1, 2001 AND VOID AFTER DECEMBER 31, 2003.
Warrant Price: $2.375 (Two Dollars and Thirty-Seven and One-Half Cents) per
share.
1. THIS IS TO CERTIFY that, for value received, Spencon Integrated
Solutions, LLC (the "Holder"), is entitled to purchase, subject to the terms and
conditions hereinafter set forth, up to 25,000 shares of the $.005 par value
common stock ("Common Stock") of NTN Communications Inc. (the "Company"), and to
receive certificate(s) for the Common Stock so purchased as follows: This
Warrant shall become exercisable in full on and after January 1, 2001 only in
the event the Company determines, in its sole discretion, that the Company's
Online/Internet division has generated, on or before January 1, 2001 (the
"Exercise Date"), a minimum of $2,000,000 in advertising and related revenue, as
set forth paragraph 4(b) of the Engagement Agreement, dated November 10, 1999,
by and between the Company and the Holder. In such event, the Company shall so
notify the Holder in writing and this Warrant shall therefrom be and become
exercisable at any time and from time to time from and after the Exercise Date
and on or before December 31, 2003 (the "Warrant Period"). If the Company shall
not have so notified the Holder on or before January 1, 2001, this Warrant shall
be null and void and of no further force or effect. This Warrant may be
exercised, as to shares as to which it has become exercisable, in whole or in
part. Such exercise shall be accomplished by tender to the Company of the
purchase price set forth above as the warrant price (the "Warrant Price"),
either in cash or by certified check or bank cashier's check, payable to the
order of the Company, together with presentation and surrender to the Company of
this Warrant with an executed subscription in substantially the form attached
hereto as Exhibit A. Fractional shares of the Company's Common Stock will not be
issued upon the exercise of this Warrant.
<PAGE> 2
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable upon the exercise of this and all other Warrants of
like tenor then outstanding. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may
not be sold, transferred, pledged or hypothecated unless the Company shall have
been supplied with evidence reasonably satisfactory to it that such transfer is
not in violation of the Securities Act of 1933, as amended (the "Act") or any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of
this Warrant to the Company, the Company shall deliver to each transferee a
Warrant evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase pursuant to
such transfer.
The Company may place a legend on this Warrant or any replacement
Warrant and on each certificate representing shares issuable upon exercise of
this Warrant as to which the Company has not been supplied evidence that the
transfer of such security would not be in violation of the Act and any
applicable state laws.
3. This Warrant does not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
The Company shall comply with the reporting requirements of Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so
long as and to the extent that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
<PAGE> 3
(a) In case the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction, of which the numerator shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment, and of which the denominator shall be the number of
shares of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of
Common Stock shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely of change in par value, or from par value to no par value, or from no par
value to par value.
(d) If during the Warrant Period the Company consolidates with
or merges into another corporation or transfers all or substantially all of its
assets, the Holder shall thereafter be entitled upon exercise hereof to
purchase, with respect to each share of Common Stock purchasable hereunder
immediately prior to the date upon which such consolidation or merger becomes
effective, the securities or property to which a holder of shares of Common
Stock is entitled upon such consolidation or merger, without any change in, or
payment in addition to the Warrant Price in effect immediately prior to such
merger or consolidation, and the Company shall take such steps in connection
with such consolidation or merger as may be necessary to ensure that all of the
provisions of this Warrant shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or property thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect any
such consolidation, merger or asset transfer unless prior to the consummation
thereof the successor corporation resulting therefrom shall assume by written
agreement executed and mailed to the registered Holder at his address shown on
the books and records of the Company, the obligation to deliver to such Holder
any such securities or property as in accordance with the foregoing provisions
such Holder shall be entitled to purchase.
<PAGE> 4
(e) Upon the happening of any event requiring an adjustment of
the Warrant Price, the Company shall forthwith give written notice thereof to
the registered Holder of this Warrant, stating the adjusted Warrant Price and
the adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or winding up of the
Company is proposed, the Company shall give at least 20 days prior written
notice of such proposal to the registered Holder hereof stating the date on
which such event is to take place and the date (which shall be at least 20 days
after giving of such notice) as of which the holders of shares of Common Stock
of record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such dissolution, liquidation or winding up.
This Warrant and all rights hereunder shall terminate as of the date on which
such dissolution, liquidation, or winding up takes place. The notices pursuant
to this paragraph shall be given by first class mail, postage prepaid, addressed
to the registered Holder of this Warrant at his address appearing in the records
of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4
to the Warrant Price or to the number of shares or other securities or other
property obtainable upon exercise of this Warrant, this Warrant may continue to
state the Warrant Price and the number of shares obtainable upon exercise, as
the same price and number of shares stated herein.
5. Notwithstanding anything to the contrary herein the Exercise Dates
shall automatically be accelerated 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 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 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; or
(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
<PAGE> 5
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 entitles who were the beneficial
owners, respectively, of the outstanding Common stock and outstanding voting
securities of the Corporation 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. IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officers, and the corporate seal hereunto affixed.
DATED: November 10, 1999 NTN COMMUNICATIONS INC.
By:
/s/ Kendra Berger
----------------------
Kendra Berger
Chief Financial Officer
ATTEST:
[seal] By: /s/ Kathy Miles
----------------------
Kathy Miles
Assistant Secretary
<PAGE> 6
SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that he is acquiring the Stock for his own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act, in reliance upon the private offering
exemptions contained in Section 4(2) of the Act, and that such reliance is based
in part upon the undersigned's representations.
The undersigned understands that because the Stock has not been
registered under the Act, the undersigned must hold such Stock indefinitely
unless such Stock is subsequently registered and qualified under such statutes
or is exempt from such registration and qualification. Before the undersigned
makes any transfer or disposition of any shares of the Stock, the undersigned
agrees to give to the Company written notice of its intention to do so and to
describe briefly the manner of such proposed transfer or disposition. The
undersigned shall make no such transfer or disposition unless (a) such transfer
or disposition can be made without registration under the Act and qualification
under the Law by reason of specific exemptions from such registration and such
qualification, or (b) a registration statement has been filed pursuant to the
Act and has been declared effective with respect to such disposition.
The undersigned agrees that each certificate representing the Stock
delivered to him shall bear substantially the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. The shares may
not be sold or transferred in the absence of such registration or an
exemption therefrom under said Act."
<PAGE> 7
The undersigned further agrees that the Company may place stop orders
on the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred to
above shall be removed only upon the undersigned's furnishing to the Company an
opinion of counsel (reasonably satisfactory to the Company) to the effect that
such legend may be removed.
Date: SPENCON INTEGRATED SOLUTIONS, LLC
------------------
By:
----------------------------------------
Address:
7525 Wingshadow Drive
Scottsdale, AZ 85255
Taxpayer ID Number:
--------------------------------------------
<PAGE> 8
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: Signed:
----------------- ------------------------------
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
- -
- ---------------------------------- --------------------------------------
- ----------------------------------
- ----------------------------------
- ----------------------------------
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
<PAGE> 1
EXHIBIT 21.1
List of Subsidiaries
1. BUZZTIME.com, Inc., a Delaware corporation, is wholly-owned by NTN.
2. IWN, Inc., a Delaware corporation, is wholly-owned by NTN.
3. IWN, L.P., a Delaware limited partnership, whose general partner is IWN, Inc.
4. Tapco, Inc., a California corporation, is wholly-owned by NTN.
5. National Telecommunicator Network, Inc., a California corporation, is
wholly-owned by NTN.
<PAGE> 1
EXHIBIT 99.1
NTN COMMUNICATIONS RAISES $6.0 MILLION IN PUBLIC OFFERING
CARLSBAD, Calif.--April 14, 2000--
NTN Communications Inc. (AMEX:NTN), a leading interactive game content developer
and distributor, today announced that it is raising $6.0 million through the
underwritten sale of 2.0 million shares of NTN common stock pursuant to NTN's
existing shelf registration. The proceeds from the sale will enable the company
to effectively launch its new game portal, BUZZTIME.com and convert NTN
hospitality locations to the company's new DITV technology.
Starr Securities, Inc. and GunnAllen Financial, collectively, have agreed to
purchase the 2,000,000 shares of NTN common stock at a price of $3.00 per share.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Based in Carlsbad, NTN Communications is the parent corporation of two operating
divisions: BUZZTIME.com(TM) and NTN Network(R). BUZZTIME develops and
distributes sports and trivia games to a variety of interactive platforms,
including Buzztime.com(TM), NTN Network, America Online, AT&T Interactive
Television, Midway coin-operated games, QB1.com and ntn.com. The NTN Network,
NTN's hospitality business, operates its DITV interactive television network
that broadcasts BUZZTIME.com games to millions of consumers each month at
restaurants, sports bars and taverns.
