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. 2)
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
6,
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
11
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
4,909,375
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
Page 3
of 11
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
ACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
4,909,375
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
Page 4
of 11
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
4,025,687
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,025,687
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,687
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
Page
5of
11
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
4,025,687
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,025,687
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,687
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
Page 6
of 11
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
4,909,375
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
CUSIP
No.
629410309
Page 7
of 11
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
4,909,375
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
10
|
SHARED
DISPOSITIVE POWER
4,909,375
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,909,375
|
||
|
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 55,640,000 shares of Common Stock reported by the Issuer to be issued
and
outstanding as of March 31, 2008 in the Issuer's DEF14A, as filed with the
Securities and Exchange Commission on April 22, 2008.
Page 8
of 11
Explanatory
Statement
This
Amendment No. 2 is being re-filed because Exhibit A
was inadvertently not filed or attached to the original filing.
Introductory
Statement
This
constitutes Amendment No. 2 (the “Second Amendment”) to the Statement on
Schedule 13D, filed on July 24, 2007 (the “Schedule 13D”) and amended on January
18, 2008 (the “First Amendment”). Except as otherwise described in this Second
Amendment, the information contained in the Schedule 13D, as amended by the
First Amendment, remains in effect, and all capitalized terms not otherwise
defined herein shall have the meanings previously ascribed to them in the
Schedule 13D. Information given in response to each item in the Schedule 13D,
as
amended by the First Amendment. shall be deemed incorporated by reference in
all
other items.
Item
3 is
hereby supplemented with the following:
Item
3. Source and Amount of Funds or Other Consideration.
Since
the
date of the filing of the First Amendment, Trinad Capital Master Fund, Ltd.
(“Trinad”) used $260,392.45 (including commissions) of its working capital to
purchase an aggregate of 491,123 shares of Common Stock.
Item
4 is
hereby supplemented with the following:
Item
4. Purpose of Transaction.
(d)
and
(g) On May 6, 2008, Trinad sent a letter to the Issuer’s Board of Directors
demanding that the Board of Directors take immediate action to explain the
Issuer’s action with respect to options granted to Barry Bergsman on April 25,
2008. Specifically, Trinad demanded that the Issuer’s Board of Directors remove
Mr. Bergsman as Chairman of the Board of Directors and that the options granted
to Mr. Bergsman be immediately surrendered and terminated.
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
5 is
hereby amended in its entirety as follows:
Item
5. Interest in Securities of the Issuer.
(a) Unless
otherwise indicated, as of the date hereof,
Trinad
Capital Master Fund, Ltd. is the beneficial owner of 4,909,375 shares of the
Common Stock, representing approximately 8.8% of the Common Stock of the
Issuer.
Page 9
of 11
Trinad
Management, LLC (as the manager of the Trinad Capital Master Fund, Ltd. and
Trinad Capital LP); Robert S. Ellin, the managing director of and portfolio
manager for Trinad Management, LLC; and the managing director of Trinad Advisors
II LLC and Jay A. Wolf a managing director of and portfolio manager for Trinad
Management, LLC may be deemed to have direct or indirect beneficial ownership
of
4,909,375 shares of the Common Stock held by Trinad Capital Master Fund, Ltd.
representing approximately 8.8% of the Common Stock of the Issuer.
Trinad
Capital LP (as the owner of 82% of the shares of Trinad Capital Master Fund,
Ltd. as of May 6, 2008) and Trinad Advisors II, LLC (as the general partner
of
Trinad
Capital LP), may
each
be deemed to be the beneficial owners of 82% of the 4,909,375 shares of the
Common Stock held by Trinad Capital Master Fund, Ltd., representing 4,025,687
shares or 7.2% of the Common Stock of the Issuer.
Each
of
Trinad Management, LLC and Trinad
Advisors II,
LLC
disclaim beneficial ownership of the shares of Common Stock directly and
beneficially owned by Trinad
Capital Master Fund, Ltd.
Each
of
Robert S. Ellin and Jay A. Wolf disclaims beneficial ownership of the shares
of
Common Stock directly beneficially owned by Trinad
Capital Master Fund, Ltd. except to the extent of their respective pecuniary
interests therein.
The
percentages used herein are calculated based on the 55,640,000 shares of Common
Stock reported by the Issuer to be issued and outstanding as of March 31, 2008
in the Issuer's DEF14A, as filed with the Securities and Exchange Commission
on
April 22, 2008.
(b) Trinad
Management,
LLC,
Robert S. Ellin and Jay A. Wolf have shared power to vote or to direct the
vote
and have shared power to dispose or to direct the disposition of the Common
Stock it or he may be deemed to own beneficially.
(c) Set
forth
below are the acquisitions made by Trinad Capital Master Fund, Ltd. in the
last
60 days. All shares were purchased on the open market through a broker.
|
|
Shares
Acquired
|
Cost
per Share
Exclusive
of
Commission
|
|||||
|
Date
|
|
|
|||||
|
3/12/08
|
2,500
|
$
|
0.5112
|
||||
|
3/13/08
|
2,700
|
$
|
0.5500
|
||||
|
3/14/08
|
79,600
|
$
|
0.5289
|
||||
|
3/18/08
|
15,000
|
$
|
0.4793
|
||||
|
3/20/08
|
10,800
|
$
|
0.4628
|
||||
|
3/27/08
|
47,443
|
$
|
0.4645
|
||||
|
3/31/08
|
9,413
|
$
|
0.5833
|
||||
|
4/11/08
|
6,100
|
$
|
0.5000
|
||||
|
4/15/08
|
1,600
|
$
|
0.5000
|
||||
|
4/28/08
|
10,000
|
$
|
0.5076
|
||||
|
4/28/08
|
21,272
|
$
|
0.4919
|
||||
|
4/29/08
|
12,000
|
$
|
0.5225
|
||||
|
5/5/08
|
25,000
|
$
|
0.4949
|
||||
|
5/5/08
|
4,200
|
$
|
0.5000
|
||||
|
5/7/08
|
25,000
|
$
|
0.5000
|
||||
Page 10
of 11
(d) Not
applicable.
(e) Not
applicable.
Item
7. Material to be Filed as Exhibits.
The
following exhibit is filed as part of this 13D:
Exhibit
A
Letter to the Board of Directors dated May 6, 2008.
Page 11
of 11
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 8, 2008
|
Date:
May 8, 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 8, 2008
|
Date:
May 8, 2008
|
|
|
|
|
By:
/s/
Robert S. Ellin
Robert
S. Ellin, an individual
|
By: /s/
Jay A. Wolf
Jay
A. Wolf, an individual
|
|
|
|
|
Date:
May 8, 2008
|
Date:
May 8, 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).
Exhibit
A
May
6,
2008
VIA
US POST AND E-MAIL
Board
of
Directors
NTN
Buzztime, Inc.
5966
La
Place Court
Suite
100
Carlsbad,
California 92008
Re:
Corporate Performance and Governance
Dear
Directors:
In
NTN’s
recent proxy filing, we read with disbelief that for your 2007 fiscal year,
Mr.
Barry Bergsman received total compensation of $94,564 for his duties as
Chairman. Our disbelief became outrage when we discovered that an award of
100,000 options was granted April 25th,
2008
per the Form 4 filed by Mr. Bergsman on April 29, 2008.
We
would
like an immediate explanation as to how:
| · |
This
recent grant of options, in light of the Company’s continually poor
performance, was justified;
|
| · |
This
grant is consistent with the policy of your Non-Employee Director
Compensation Plan and as such, the Chairman was the only director
granted
said options.
|
Trinad
Capital Master Fund, Ltd (“Trinad”) is currently a shareholder of 4,909,375
shares of NTN Buzztime, Inc. As stockholders, we believe rewarding
non-performance is certainly not in the best interests of NTN's stockholders.
Further, we believe that rewarding and compensating Board members at such
levels
is a flagrant breach of the Board's fiduciary duty. You leave us no choice
but
to take such actions as we deem necessary to preserve the value of our
investment in the Company.
We
demand
that Mr. Bergsman immediately resign from the Board and that the option grants
awarded on April 25th,
2008
are immediately surrendered and terminated. We look forward to your prompt
attention to this matter.
Very
truly yours,
/s/
Robert
S.
Ellin
Robert
S.
Ellin, Director
Trinad
Capital Master Fund Ltd. l 2121
Avenue of the Stars, Suite 2550lLos
Angeles, CA 90067lPhone:
(310) 601-2500lFax:
(310) 277-2741