UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT
NO. 5)
NTN
Buzztime, Inc.
(Name
of
Issuer)
Common
Stock, $.005 par value per share
(Title
of
Class of Securities)
629410309
(CUSIP
Number)
Jay
A.
Wolf
c/o
Trinad Capital Master Fund, Ltd.
2121
Avenue of the Stars, Suite 2550
Los
Angeles, California 90067
(310)
601-2500
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May
27,
2008
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13(d)-1(f) or 240.13(d)-1(g), check the
following box. x
Note.
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See § 240.13d-7 for other parties to
whom copies are to be sent.
(1)
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page
2 of
9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital Master Fund, Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b
)x
(joint
filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,934,375
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,934,375
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,934,375
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(1)
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
(1)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 3
of 9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Management, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint
filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,934,375
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,934,375
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,934,375
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(2)
|
||
|
14
|
TYPE
OF REPORTING PERSON
IA
|
||
(2)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 4
of 9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Capital LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint
filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,046,187
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,046,187
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,046,187
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%(3)
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
(3)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 5
of 9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trinad
Advisors II, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint
filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,046,187
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,046,187
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,046,187
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%(4)
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
(4)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 6
of 9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
S. Ellin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,934,375
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,934,375
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,934,375
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(5)
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
(5)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 7
of 9
CUSIP
No.
629410309
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay
A. Wolf
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
(joint filers)
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or
2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
|
8
|
SHARED
VOTING POWER
4,934,375
|
||
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
10
|
SHARED
DISPOSITIVE POWER
4,934,375
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,934,375
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%(6)
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
(6)
Based
on the 55,652,908 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of May 2, 2008 in the Issuer's Form 10-Q, as filed with the
Securities and Exchange Commission on May 12, 2008.
Page 8
of 9
Introductory
Statement
This
constitutes Amendment No. 5 (the “Fifth Amendment”) to the Statement on Schedule
13D, filed on July 24, 2007 (the “Schedule 13D”) and amended on January 18, 2008
(the “First Amendment”), on May 8, 2008 (the “Second Amendment”), on May 14,
2008 (the “Third Amendment”) and on May 21, 2008 (the “Fourth Amendment”).
Except as otherwise described in this Fifth Amendment, the information contained
in the Schedule 13D, as amended by the First Amendment, Second Amendment, Third
Amendment and Fourth Amendment, remains in effect, and all capitalized terms
not
otherwise defined herein shall have the meanings previously ascribed to them
in
Schedule 13D, as amended by the First Amendment, Second Amendment, Third
Amendment and Fourth Amendment. Information given in response to each item
in
the Schedule 13D, as amended by the First Amendment, Second Amendment, Third
Amendment and Fourth Amendment shall be deemed incorporated by reference in
all
other items.
Item
4 is
hereby supplemented with the following:
Item
4. Purpose of Transaction.
(d)
and
(g) On May 27, 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) sent a letter
to Michael Fleming, a director of the Issuer, further demanding that the Issuer
postpone its annual stockholders meeting in light of the recent development
that
C. Kirk Read has resigned from the board of directors of Issuer and that Media
General will not nominate a replacement director and that Media General is
relinquishing its rights to designate a director to serve on the board of
directors of Issuer. Trinad believes that this new development, along with
all
of its previously cited reasons in its previous letters delivered to Issuer,
clearly mandates a postponement of the upcoming annual stockholders meeting,
as
the proxy that was delivered to Issuer’s stockholders is materially misleading.
Trinad is greatly concerned that the current board of directors of Issuer is
allowing the financial and managerial condition of Issuer to decline and drive
Issuer’s stock price lower so that the remaining entrenched board members can
further enrich themselves at the expense of stockholders at depressed stock
prices. Trinad also reiterated its demand that Messrs. Fleming, Bergsman and
Arlen immediately resign from Issuer’s board of directors and, in light of the
upcoming departure of Issuer’s CEO, is calling for an independent committee to
review board compensation and conduct given the recent developments that have
occurred
The
Reporting Persons intend to review their investment in the Issuer on a
continuing basis and may engage in discussions with the Issuer’s Board of
Directors and/or management; other stockholders of the Issuer; and/or other
relevant parties concerning the Issuer’s business, corporate governance,
management and future plans. The Reporting Persons may take such actions in
the
future with respect to their investment in the Issuer as they deem advisable
including, without limitation, purchasing additional shares or selling some
or
all of their shares, engaging in short selling of or any hedging or similar
transactions with respect to the shares and/or otherwise changing their
intention with respect to the matters referred to in Item 4 of Schedule 13D.
Such actions will depend upon various factors including, without limitation,
the
Issuer’s financial and strategic direction and position, the response of the
Board of Directors to the letter referred to above, the price performance of
the
Issuer’s shares, general conditions in the Issuer’s industry, the economy and
the securities markets, and the availability of other investment
opportunities.
Except
as
set forth above, the Reporting Persons have no present plan or proposal that
would relate to or result in any of the matters set forth in subparagraphs
(a) -
(j) of Item 4 of Schedule 13D.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this Schedule 13D/A:
Exhibit
A
Letter to NTN Buzztime, Inc., dated May 27, 2008.
Page 9
of 9
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
TRINAD
CAPITAL MASTER FUND, LTD.
a
Cayman Islands exempted company
|
TRINAD
MANAGEMENT, LLC
a
Delaware limited liability company
|
|
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Director
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
May 28, 2008
|
Date:
May 28, 2008
|
|
|
|
|
|
|
|
TRINAD
CAPITAL LP
a
Delaware limited partnership
|
|
|
|
|
|
By:
TRINAD ADVISORS II, LLC
a
Delaware limited liability company
As
its General Partner
|
TRINAD
ADVISORS II, LLC
a
Delaware limited liability company
|
|
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, Managing Member
|
|
|
|
|
Date:
May 28, 2008
|
Date:
May 28, 2008
|
|
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
|
By: /s/
Jay A. Wolf
Jay
A. Wolf, an individual
|
|
|
|
|
Date:
May 28, 2008
|
Date:
May 28, 2008
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
May
27,
2008
BY
FACSIMILE AND REGULAR MAIL
NTN
Buzztime, Inc.
Nominating
& Corporate Governance Committee
5966
La
Place Court
Suite
100
Carlsbad,
CA 92008
Attn:
Michael Fleming
|
Re:
|
Resignation
of C. Kirk Read
|
Dear
Mr.
Fleming:
According
to a Schedule 13D/A filed by Media General, Inc. on May 23, 2008, we note
that
C. Kirk Read has resigned from the board of directors of NTN Buzztime, Inc.
(“NTN”) and that Media General will not nominate a replacement director and that
it is relinquishing its rights to designate a director to serve on the board
of
directors of NTN.
This
new
development, along with all of the previously cited reasons to you in our
previous letters delivered to NTN, clearly mandates a postponement of the
upcoming annual stockholders meeting, as the proxy that was delivered to
NTN’s
stockholders is materially misleading. The departure of NTN’s CEO and the
resignation of this director, coupled with the rapid deterioration in NTN’s
operating performance creates a necessity for stockholders to exercise their
fundamental rights in determining an appropriate board of directors to represent
their interests. We are greatly concerned that the current board is allowing
the
financial and managerial condition of NTN to decline and drive NTN’s stock price
lower so that the remaining entrenched board members can further enrich
themselves at the expense of stockholders.
As
we
have in the past, we demand that you postpone the stockholders meeting and
consider a slate of directors (which we had previously proposed) that will
be
responsive to the demands of your stockholders. We also reiterate our demand
that Messrs. Fleming, Bergsman and Arlen immediately resign from the board
of
directors. Lastly, as NTN’s CEO will be departing and there will be a change in
the composition of the board of directors, we call for an independent committee
to review board compensation and conduct given the recent developments that
have
occurred.
|
Very truly yours,
TRINAD CAPITAL MASTER FUND, LTD.
|
||
| |
|
|
| By: | /s/ Robert S. Ellin | |
|
Name: Robert S. Ellin |
||
| Title: Director | ||
Trinad
Capital Master Fund Ltd. l 2121 Avenue
of the
Stars, Suite 2550 l Los Angeles, CA
90067 l Phone: (310) 601-2500 l Fax: (310)
277-2741