UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------
Date of Report
(Date of earliest event reported)
June 28, 2005
NTN Communications, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-11460 31-1103425
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
5966 La Place Court
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
(760) 438-7400
(Registrant's telephone number, including Area Code)
-------------------
Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2005, NTN entered into a written employment agreement with its
Chief Executive Officer, Stanley B. Kinsey, effective July 1, 2005, extending
the term of Mr. Kinsey's employment through February 28, 2006. As provided by
the employment agreement, Mr. Kinsey shall be paid a salary of $394,000 per
annum through February 28, 2006 and shall be eligible to participate in the
Company executive bonus program. The Company also granted Mr. Kinsey options to
purchase 250,000 shares of common stock at $1.88 per share pursuant to the NTN
Communications, Inc. 2004 Performance Incentive Plan. The options shall vest as
to 1/12 of the total shares as of the last day of each calendar month commencing
July 2005.
In the event of a change of control, any unvested options shall immediately
vest. In addition, in the event of a change of control, both the Company and Mr.
Kinsey shall be entitled to terminate the agreement, which will result in the
payment to Mr. Kinsey equal to one year's additional compensation. For purposes
of the agreement change in control includes acquisition of more than 50% of the
outstanding securities by a group, a change of more than half of the current
Board of Directors, shareholder approval of a merger or dissolution or removal
of Mr. Kinsey as Chairman of the Board of Directors.
In addition, upon termination of the agreement by the Company without cause
or for disability or upon any attempt by the Board of Directors to change Mr.
Kinsey's duties or reassume any duties or responsibilities given to him, Mr.
Kinsey shall be entitled to the greater of one year's additional compensation or
the compensation that was to accrue during the balance of the term of
employment.
Mr. Kinsey and the Company will attempt to negotiate an extension of the
agreement by January 1, 2006. If no agreement has been reached by that time, Mr.
Kinsey may request that the Company extend the agreement by one year under the
existing terms, along with a 3% compensation increase. If, by February 28, 2006,
the Company has not presented a renewal offer comparable to the current
contract, Mr. Kinsey may be released from the agreement and will be entitled to
one year's compensation.
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/ Andy Wrobel
----------------------------
Andy Wrobel
Chief Financial Officer
Date: July 5, 2005