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. 9)
NTN
Buzztime, Inc.
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)
June
24,
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
10
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
10
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
10
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
10
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
10
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
10
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
10
Introductory
Statement
This
constitutes Amendment No.9 (the “Ninth 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”), on May 21, 2008 (the “Fourth Amendment”), on May
28, 2008 (the “Fifth Amendment”), on May 29, 2008 (the “Sixth Amendment”), on
June 3, 2008 (the “Seventh Amendment”) and on June 10, 2008 (the “Eighth
Amendment”). Except as otherwise described in this Eighth Amendment, the
information contained in the Schedule 13D, as amended by the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment, Seventh Amendment and Eighth 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, Fourth Amendment, Fifth Amendment, Sixth
Amendment, Seventh Amendment and Eighth Amendment. Information given in response
to each item in the Schedule 13D, as amended by the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment,
Seventh Amendment and Eighth 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 June 24, 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) sent a letter
to the Issuer disputing the fact that a quorum existed for its annual meeting
of
stockholders, originally planned to be held on May 30, 2008, but adjourned
until
June 26, 2008 (the “2008 Annual Meeting”), based on the fact that Trinad was
aware of numerous numbers of stockholders of Issuer who withheld their vote
at
that time in light of various events that took place in and around that time.
Regardless of Issuer’s contention that a quorum existed, Trinad retained its own
third party proxy solicitor to canvass Issuer’s stockholders to determine if a
quorum exists for the 2008 Annual Meeting and was told that in excess of
56% of
Issuer’s stockholders are withholding their votes at the 2008 Annual Meeting.
Despite this demonstration of dissatisfaction by more than a majority of
Issuer’s stockholders, Issuer still seems intent on going forward with the 2008
Annual Meeting and ignoring the actions of its stockholders. Trinad believes
this action to be incomprehensible and lacks justification under any
circumstance and believes that the Issuer’s rush to hold the 2008 Annual Meeting
in the face of such dissatisfaction is a blatant disregard for Issuer’s
stockholders. Trinad again demanded that Issuer postpone the 2008 Annual
Meeting
and consider a slate of directors (which Trinad had previously proposed)
that
will be responsive to the demands of Issuer’s stockholders.
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.
Page 9
of
10
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 June 24, 2008.
Page 10
of
10
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:
June 24, 2008
|
Date:
June 24, 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:
June 24, 2008
|
Date:
June 24, 2008
|
|
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
|
By: /s/
Jay A. Wolf
Jay
A. Wolf, an individual
|
|
|
|
|
Date:
June 24, 2008
|
Date:
June 24, 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).
|
June
24, 2008
|
BY
FACSIMILE AND REGULAR MAIL
NTN
Buzztime, Inc.
5966
La
Place Court
Suite
100
Carlsbad,
California 92008
|
Re:
|
Quorum
for Annual Meeting
|
Dear
Directors:
As
you
know, we have requested that NTN Buzztime, Inc. (“NTN”) provide us with
information concerning the presence of a quorum at its annual meeting of
stockholders, originally planned to be held on May 30, 2008, but adjourned
until
June 26, 2008 (the “2008 Annual Meeting”). To date we have not received such
information. As you also know, we do not believe that a quorum to hold
the 2008
Annual Meeting existed on May 30, 2008, as we were aware of numerous numbers
of
stockholders who withheld their vote at that time in light of various events
that took place in and around that time. Based on a Form 8-K filed by NTN
on
June 3, 2008, it is NTN’s contention that a quorum did exist and that the 2008
Annual Meeting is valid and will continue on June 26, 2008. As stated above,
we
disagree that such quorum existed.
Regardless
of NTN’s contention, we have retained our own third party proxy solicitor to
canvass NTN’s stockholders to determine if a quorum exists for the 2008 Annual
Meeting and we are told that in excess of 56% of NTN’s stockholders are
withholding their votes at the 2008 Annual Meeting. Despite this demonstration
of dissatisfaction by more than a majority of your stockholders, you still
seem
intent on going forward with the 2008 Annual Meeting and ignoring the actions
of
your stockholders. This action is incomprehensible and lacks justification
under
any circumstance.
The
Board’s rush to hold the 2008 Annual Meeting in the face of such dissatisfaction
is a blatant disregard for NTN’s stockholders.
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550 lLos
Angeles, CA 90067 lPhone:
(310) 601-2500 lFax:
(310)
277-2741
As
we
have in the past, we demand that you postpone the 2008 Annual Meeting again
and
consider a slate of directors (which we had previously proposed) that will
be
responsive to the demands of your stockholders.
|
Very
truly yours,
|
|||
|
TRINAD
CAPITAL MASTER FUND, LTD.
|
|||
|
By:
|
/s/
Jay Wolf
|
||
|
Name:
|
Jay
Wolf
|
||
|
Title:
|
Director
|
||
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550 lLos
Angeles, CA 90067 lPhone:
(310) 601-2500 lFax:
(310)
277-2741