UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
NTN Buzztime, Inc.
(Name of Issuer)
Common Stock, par value $.005 per share
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(Title of Class of Securities)
629410309
(CUSIP Number)
George L. Mahoney, Esq.
Media General, Inc.
333 East Franklin Street, Richmond, Virginia 23219
(804) 649-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 19, 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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
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).
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1 Name of Reporting Person
Media General, Inc.
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2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions) WC/OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 1,730,667
Shares
Beneficially -------- -------------------------------------------------------------------------------------------------
Owned by -------- -------------------------------------------------------------------------------------------------
Each 8 Shared Voting Power -0-
Reporting
Person With -------- -------------------------------------------------------------------------------------------------
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9 Sole Dispositive Power 1,730,667
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10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,730,667
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(See Instructions) Not Applicable
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13 Percent of Class Represented by Amount in Row (11) 3.1%(1)
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14 Type of Reporting Person CO
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_______________________
(1) Based on 55,652,908 shares of common stock outstanding as of July 31, 2008,
as reported on the facing page of the Form 10-Q of NTN Buzztime, Inc. for the
quarter ended June 30, 2008.
This Amendment No. 5 (the "Amendment") amends the Schedule 13D,
originally filed on May 20, 2003, as amended (the "Schedule 13D"), with respect
to the common stock, par value $.005 per share (the "Common Stock"), of NTN
Buzztime, Inc. (the "Issuer"), as specifically set forth.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
This Amendment is being filed by Media General, Inc., a Virginia
corporation ("Media General"), with its principal office and business address
located at 333 East Franklin Street, Richmond, Virginia 23219. Media General's
principal businesses are newspaper publishing, television broadcasting and
interactive media.
The following information concerning the executive officers and
directors of Media General is set forth on Exhibit 99.1 attached hereto, which
is incorporated herein by reference:
(i) name;
(ii) residence or business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
During the last five years, to the best knowledge of the person filing
this Amendment, none of Media General or any of the individuals listed on
Exhibit 99.1 have been convicted in any criminal proceedings (excluding traffic
violations and similar misdemeanors) or have been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as the
result of which it, he or she was or is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
To the best knowledge of the person filing this Amendment, all of the
individuals listed on Exhibit 99.1 are citizens of the United States of America.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to add the following:
Media General sold 1,500,000 shares of Common Stock to Matador Capital
Partners, LP ("Matador"), pursuant to a share purchase agreement, dated as of
September 19, 2008, for aggregate proceeds of $375,000.
Item 5. Interests in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) See Items 11 and 13 of the cover page hereto, which are
incorporated herein by reference, for the aggregate number of shares and
percentage of the Common Stock beneficially owned by Media General after the
sale reported in Item 4 above.
(b) See Items 7 and 9 of the cover page hereto, which are incorporated
herein by reference, for the number of shares as to which Media General has the
sole power to vote or direct the vote, and to dispose or to direct the
disposition after the sale reported in Item 4 above.
(c) See Item 4 above.
(d) There is no other person that has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Media General.
(e) As of September 19, 2008, Media General ceased to be the beneficial
owner of more than 5% of the outstanding shares of Common Stock. See Item 4
above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to add the following:
As previously disclosed, Media General licensed certain technology to
Buzztime Entertainment, Inc., a wholly-owned subsidiary of the Issuer, for an
initial five-year period pursuant to a license agreement dated May 7, 2003.
Buzztime did not elect to renew the license in May 2008 and, therefore, the
license terminated in accordance with the terms of the license agreement, as
amended.
As described in Item 4 above, on September 19, 2008, Media General
entered into a share purchase agreement selling 1,500,000 shares of Common Stock
to Matador. The share purchase agreement contained customary representations and
warranties by each party. A copy of the share purchase agreement is attached as
an exhibit hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to include Exhibit 10.1
and replace Exhibit 99.1.
Exhibit 10.1 Share Purchase Agreement, dated as of
September 19, 2008, by and between Media General, Inc.
and Matador Capital Partners, LP.
Exhibit 99.1 Executive Officers and Directors of Media General.
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned Reporting Person certifies that the information set
forth in this statement with respect to it is true, complete and correct.
MEDIA GENERAL, INC.
Date: September 23, 2008 By: /s/ George L. Mahoney
-----------------------------------
George L. Mahoney
Vice President, General Counsel and
Secretary
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is made as of September 19,
2008, by and between Media General, Inc. ("Media General") and Matador Capital
Partners, LP ("Buyer").
Recitals
Media General has been a stockholder of NTN Buzztime, Inc., a Delaware
corporation (the "Company") and holds as of the date of this Agreement
3,230,667 shares of Common Stock, $.005 par value, of the Company and
the Buyer wishes to purchase from Media General and Media General
wishes to sell to Buyer 1,500,000 of such shares (the "Shares") upon
the terms and subject to the conditions set forth in this Agreement. As
used in this Agreement, the "Shares" shall include all securities
received from the Company (a) in replacement of the Shares, (b) as a
result of stock dividends or stock splits in respect of the Shares, and
(c) as substitution for the Shares in a recapitalization, merger,
reorganization or the like.
Agreement
In consideration of the premises and mutual promises and covenants set
forth herein, the parties hereto agree as follows:
A.
1. Media General does hereby sell, transfer, assign and deliver to Buyer,
and Buyer does hereby purchase and acquire from Media General, upon the
terms and conditions set forth herein, the Shares, free and clear of
all liens, claims, pledges, options, purchase rights, security
interests and other encumbrances or third party rights. The parties
hereby agree that within one (1) business days following the full
execution of this Agreement, (a) Buyer shall pay to Media General,
by wire transfer to an account specifically designated in writing to
Buyer for such purpose by Media General, the aggregate purchase price
for the Shares of $375,000.00, representing a per share purchase price
of $0.25, and (b) Media General shall deliver one or more stock
certificates evidencing the Shares, endorsed by Media General in blank,
or with stock transfer powers executed by Media General in blank for
the Shares, and to the extent applicable medallion guaranteed.
2. Upon receipt of such aggregate purchase price from Buyer, Media General
shall immediately instruct the Company to issue a stock certificate for
the Shares to the Buyer and to record the sale and purchase hereunder.
In addition, Media General shall take all steps necessary to cause
American Stock Transfer or any other transfer agent of the Company to
reissue the Shares in the name of Buyer, including providing at the
cost of Media General any legal opinion that any such transfer agent
may request in connection with such transfer.
B. Media General represents and warrants as of the date hereof to Buyer as
follows (which representations and warranties shall survive the
consummation of the transaction contemplated hereby and shall in no way
be affected by any investigation of the subject matter made by Buyer):
1. Media General is selling the Shares for Media General's own account
only and not with a view to, or for sale in connection with, a
distribution of the Shares within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). For the purposes of Rule 144
as promulgated under the Securities Act, Media General has held the
Shares and fully paid for the Shares more than one year since the
Shares were acquired from the Company or an affiliate of the Company,
and Media General is not an affiliate of the Company and has not been
an affiliate of the Company during the preceding three months.
2. At no time has Media General presented Buyer with or solicited Buyer
through any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertisement or solicitation in
connection with the transfer of the Shares.
3. Media General has not effected this transfer of Shares by or through a
broker-dealer. No person or entity acting on behalf or under the
authority of Media General is entitled to any broker's, finder's or
similar fee or commission in connection with the transaction
contemplated by this Agreement (which fees or commissions in all events
shall be payable by Media General).
4. The Shares are represented by the Company's Certificate No(s). C-20586,
C-20587, and C-20767. Media General has valid marketable title to the
Shares, free and clear of all liens, claims, pledges, options, purchase
rights, security interests and other encumbrances or third party
rights. Upon delivery and payment for the Shares, Buyer shall acquire
good, valid and unencumbered title to the Shares, free and clear of all
liens, claims, pledges, options, purchase rights, security interests
and other encumbrances or third party rights. There are no agreements
applicable to Media General relating to the sale, transfer, voting or
ownership of the Shares or otherwise affecting the Shares other than
this Agreement.
5. All consents, approvals, authorizations and orders required for the
execution and delivery of this Agreement and the transfer of the Shares
under this Agreement have been obtained and are in full force and
effect. Media General's ownership of the Shares has been conducted in
accordance with all applicable laws. The monies used to fund Media
General's acquisition of the Shares were Media General's own monies and
were not derived from or related in any way to any illegal activity
involving Media General.
6. Media General has full legal right, power and authority to enter into
and perform its obligations under this Agreement and to transfer the
Shares under this Agreement. Media General has been duly organized and
is validly existing in good standing under the laws of the jurisdiction
of its organization as the type of entity that it purports to be. When
executed and delivered, this Agreement will constitute the valid and
binding agreement of Media General, enforceable against Media General
in accordance with its respective terms, except as enforceability may
be limited by bankruptcy, insolvency, moratorium and other similar laws
affecting creditors' rights generally and by general principles of
equity, whether considered in a proceeding at law or in equity.
7. Media General has not at any time taken or been the subject of any
action that may have an adverse effect on its ability to comply with or
perform any of its obligations under this Agreement. There is no
proceeding pending, and to the best knowledge of Media General, no
person has threatened to commence any proceeding, that may have an
adverse effect on the ability of Media General to comply with or
perform any of its obligations under this Agreement. To the best
knowledge of Media General, no event has occurred, and no claim,
dispute or other condition or circumstance exists, that might directly
or indirectly give rise to or serve as a basis for the commencement of
any such proceeding.
8. The execution, delivery and performance of this Agreement, and any
other agreements or instruments executed and delivered pursuant to
this Agreement, and the consummation of the transactions contemplated
hereby, do not and will not result in a violation of, or default
under, any instrument, judgment, order, writ, decree or contract to
which Media General is a party or is otherwise known to Media General,
or an event that results in the creation of any lien upon the Shares.
The execution, delivery and performance of this Agreement, and any other
agreements or instruments executed and delivered pursuant to this
Agreement, and the consummation of the transaction contemplated
hereby, do not and will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default or require any consent under any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which Media
General is a party or by which Media General is bound, or any
applicable laws. (9.) There is no action, suit, proceeding or
investigation pending or, to the best knowledge of Media General,
currently threatened against Media General that questions the
legality, validity or enforceability of this Agreement, or the right
of Media General to enter into this Agreement, or the ability of Media
General to consummate the transaction contemplated hereby. There is no
action, suit, or proceeding that may be commenced by Media General
pending or, to the best knowledge of Media General, currently
threatened against any other person relating to the Shares or the
Company.
C. Buyer represents and warrants as of the date hereof to Media General as
follows (which representations and warranties shall survive the
consummation of the transaction contemplated hereby and shall in no way
be affected by any investigation of the subject matter made by Media
General):
1. Buyer is buying the Shares for its own account only.
2. All consents, approvals, authorizations and orders required for the
execution and delivery of this Agreement and the acquisition of the
Shares under this Agreement have been obtained and are in full force
and effect. The monies used to fund Buyer's acquisition of the Shares
are its own monies and are not derived from or related in any way to
any illegal activity involving Buyer.
3. Buyer has full legal right, power and authority to enter into and
perform its obligations under this Agreement and to acquire the Shares
under this Agreement. Buyer has been duly organized and is validly
existing in good standing under the laws of the jurisdiction of its
organization as the type of entity that it purports to be. When
executed and delivered, this Agreement will constitute the valid and
binding agreement of Buyer, enforceable against Buyer in accordance
with its respective terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium and other similar laws affecting
creditors' rights generally and by general principles of equity,
whether considered in a proceeding at law or in equity.
4. Buyer has not at any time taken or been the subject of any action that
may have an adverse effect on its ability to comply with or perform any
of its obligations under this Agreement. There is no proceeding
pending, and to the best knowledge of Buyer, no person has threatened
to commence any proceeding, that may have an adverse effect on the
ability of Buyer to comply with or perform any of its obligations under
this Agreement. To the best knowledge of Buyer, no event has occurred,
and no claim, dispute or other condition or circumstance exists, that
might directly or indirectly give rise to or serve as a basis for the
commencement of any such proceeding.
5. The execution, delivery and performance of this Agreement, and any
other agreements or instruments executed and delivered pursuant to this
Agreement, and the consummation of the transactions contemplated
hereby, do not and will not result in a violation of, or default
under, any instrument, judgment, order, writ, decree or contract to
which Buyer is a party or is otherwise known to Buyer. The execution,
delivery and performance of this Agreement, and any other agreements
or instruments executed and delivered pursuant to this Agreement, and
the consummation of the transaction contemplated hereby, do not and
will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default or require any
consent under any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which Buyer is a party or by
which Buyer is bound, or any applicable laws.
6. There is no action, suit, proceeding or investigation pending or, to
the best knowledge of Buyer, currently threatened against Buyer that
questions the legality, validity or enforceability of this Agreement,
or the right of Buyer to enter into this Agreement, or the ability of
Buyer to consummate the transaction contemplated hereby.
D. Except as otherwise expressly stated to the contrary herein, neither
party hereto shall assign or transfer any of its rights or obligations
hereunder without the consent of the other party.
E. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without giving effect to that body
of laws pertaining to conflict of laws.
F. The parties agree to execute such further documents and instruments and
to take such further actions as may be reasonably necessary to carry
out the purposes and intent of this Agreement.
G. This Agreement may be executed in any number of counterparts with the
same effect as if the parties had all signed the same instrument. All
counterparts shall be construed together and shall constitute one
Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
hereinabove set forth.
MEDIA GENERAL, INC.
By /s/ John A. Schauss
--------------------------------
Its Vice President-Finance and Chief Financial Officer
Date September 19, 2008
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BUYER: MATADOR CAPITAL PARTNERS, LP
By /s/ Jeffrey A. Berg
--------------------------------
Its President of the General Partner
Date September 19, 2008
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Exhibit 99.1
Executive Officers & Directors of Media General
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Name Residence or Business Present Employment/Employer NTN Common Stock
Address Holdings
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Directors of Media General
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J. Stewart Bryan III 333 East Franklin Street Chairman of the Board of None
Richmond, Virginia 23219 Media General
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Marshall N. Morton 333 East Franklin Street President and Chief Executive None
Richmond, Virginia 23219 Officer of Media General
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O. Reid Ashe, Jr. 333 East Franklin Street Executive Vice President and Chief None
Richmond, Virginia 23219 Operating Officer of Media General
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Diana F. Cantor 10900 Nuckols Road, Director of Media General; None
Suite 220 Managing Director
Glen Allen, Virginia 23060 New York Private Bank & Trust
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F. Jack Liebau 301 East Colorado Director of Media General; None
Boulevard, Suite 810 President of Liebau Asset
Pasadena, California 91101 Management Co., LLC
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Eugene I. Davis 5 Canoe Brook Drive Director of Media General; None
Livingston, New Jersey Chairman and Chief Executive
07039 Officer of Pirinate Consulting Group, LLC
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Thompson L. Rankin 101 E. Kennedy Boulevard Director of Media General; retired None
Suite 3460 President and Chief Executive
Tampa, Florida 33602 Officer of Lykes Bros., Inc.
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J. Daniel Sullivan 147 Rue De Grande Director of Media General; None
Brentwood, Tennessee 37027 Consultant
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Coleman Wortham III One James Center Director of Media General; None
901 East Cary Street President and Chief Executive
11th Floor Officer of Davenport & Company LLC,
Richmond, Virginia 23219 a Richmond, Virginia, investment
banking firm
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Rodney A. Smolla, Sydney Lewis Hall Director of Media General; Dean of None
Lexington, Virginia 24450 Washington and Lee University
School of Law
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Walter E. Williams 371 Devonshire Road Director of Media General; John M. None
Devon, Pennsylvania 19333 Olin Distinguished Professor of
Economics, George Mason University
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Other Executive Officers
of
Media General
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Stephen Y. Dickinson 333 East Franklin Street Controller and Chief Accounting None
Richmond, Virginia 23219 Officer
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George L. Mahoney 333 East Franklin Street Vice President, General Counsel and None
Richmond, Virginia 23219 Secretary
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Lou Anne J. Nabhan 333 East Franklin Street Vice President, Director of None
Richmond, Virginia 23219 Corporate Communications
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C. Kirk Read 333 East Franklin Street Vice President, President of None
Richmond, Virginia 23219 Interactive Media Division
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John A. Schauss 333 East Franklin Street Vice President-Finance and Chief None
Richmond, Virginia 23219 Financial Officer
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H. Graham Woodlief, Jr. 333 East Franklin Street Vice President, President of None
Richmond, Virginia 23219 Publishing Division
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James F. Woodward 333 East Franklin Street Vice President, Human Resources None
Richmond, Virginia 23219
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James A. Zimmerman 333 East Franklin Street Vice President, President of None
Richmond, Virginia 23219 Broadcast Division
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