ntn_8k-022509.htm
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): February 25,
2009
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-11460
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31-1103425
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
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5966
La Place Court, Carlsbad, California
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92008
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (760) 438-7400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
February 25, 2009, the compensation committee of the board of directors of NTN
Buzztime, Inc. ("we,"
"us," "our," or the "Company") adopted the NTN
Buzztime, Inc. Corporate Incentive Plan for Eligible Employees of NTN Buzztime,
Inc. and NTN Canada Inc. Fiscal Year 2009 (the "2009 Incentive
Plan"). The purpose of the 2009 Incentive Plan is to motivate
eligible participants to focus on and maximize their efforts to achieve our
corporate goals and to encourage the retention of those employees that do
so.
The 2009
Incentive Plan is administered by our executive committee, which is comprised of
our Chief Executive Officer, Chief Financial Officer and Vice President, Human
Resources.
All
active, full-time employees are eligible to participate in the 2009 Incentive
Plan unless they participate in any of our other compensation programs. Eligible
participants include each of our principal executive officer, principal
financial officer and our other named executive officers. Each participant will
receive a performance evaluation assessing his or her overall performance during
our 2009 fiscal year. Only those participants that receive a "meets
requirements" performance rating in such evaluation will be eligible to
participate.
To earn
compensation under the 2009 Incentive Plan, the 2009 Incentive Plan must be
funded and the participant must be employed by us on the payout
date. The 2009 Incentive Plan is funded only if we achieve our
corporate goals, which consist of (i) target EBITDA (earnings before interest,
tax, deprecation and amortization) and (ii) target free cash flow (defined as
our operating cash flow less capital expenditures).
Each
participant will be assigned a target payout amount, which will equal a
percentage of such participant's annual base salary. Our Chief Executive
Officer’s target payout amount is 50% of his 2009 base salary.
Our Chief Executive Officer began serving in such capacity on February 2,
2009, and as such his target payout amount is $171,875. Our Chief
Financial Officer’s target payout amount is 35% of her 2009 base salary or
$97,130. The amount of the target payout that a participant receives
is determined by taking into account our corporate goals, that participant's
individual performance and such participant's department performance, each of
which is given a different weight factor in calculating each individual's total
target payout. The target payout amount will be paid, if earned,
semi-annually.
SIGNATURES
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.
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NTN Buzztime,
Inc.
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By: /s/ Kendra
Berger |
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Kendra
Berger
Chief
Financial Officer
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Date:
March 3, 2009