UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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. 4)
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
21, 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).
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CUSIP
No. 629410309
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Page
2 of 9
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1
|
NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
WC
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
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TYPE
OF REPORTING PERSON
CO
|
|||
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(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.
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CUSIP
No. 629410309
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Page
3 of 9
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1
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NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
AF
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
|
|||
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(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.
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CUSIP
No. 629410309
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Page
4 of 9
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1
|
NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
AF
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
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TYPE
OF REPORTING PERSON
PN
|
|||
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(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.
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CUSIP
No. 629410309
|
|
Page
5 of 9
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1
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NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
AF
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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
|
|||
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(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.
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CUSIP
No. 629410309
|
|
Page
6 of 9
|
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1
|
NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
AF
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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.
|
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CUSIP
No. 629410309
|
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Page
7 of 9
|
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1
|
NAME
OF REPORTING PERSONS
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)
o
(b)
x
(joint
filers)
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
AF
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 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.
|
Introductory
Statement
This
constitutes Amendment No. 4 (the “Fourth 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”) and on
May 14, 2008 (the “Third Amendment”). Except as otherwise described in this
Fourth Amendment, the information contained in the Schedule 13D, as amended
by
the First Amendment, Second Amendment and Third 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 and Third Amendment. Information given in response to each
item
in the Schedule 13D, as amended by the First Amendment, Second Amendment,
and
Third 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 21 2008, Trinad Capital Master Fund, Ltd. (“Trinad”) sent a letter to
Michael Fleming, a director of the Issuer in response to a letter that Mr.
Fleming sent to Trinad on May 19, 2008 (the “Fleming Letter”) stating its
objection to the tone and content of the Fleming Letter. Trinad believes
there
would be nothing improper under the by-laws of the Issuer in delaying the
Issuer’s annual stockholder meeting, particularly in light of Issuer’s recent
announcement that it is not extending the contract of its CEO. Trinad believes
that the Issuer is not acting in the best interests of its stockholders and
demands that the Issuer delay its annual stockholder meeting. Trinad believes
that a substantial number of the Issuer’s stockholders support the demand for
the resignation of Michael Fleming, Barry Bergsman and Gary Arlen (the
“Directors”). Trinad states that if the Issuer ignores these demands, it is
their intention to withhold votes for the Directors and will encourage other
stockholders to withhold votes for the Directors. In the event that the Issuer’s
stockholders withhold votes for any of the Directors, Trinad expects that
such
Director resign in response to the wishes of the 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.
| 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 21, 2008.
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
|
By: |
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Director
|
Robert
S. Ellin, Managing Member
|
|||
| Date: May 22, 2008 | Date: May 22, 2008 | |||
|
|
|
|||
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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
|
By: |
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin, Managing Member
|
Robert
S. Ellin, Managing Member
|
|||
| Date: May 22, 2008 | Date: May 22, 2008 | |||
|
|
|
|||
| By: |
/s/
Robert S. Ellin
|
By: |
/s/
Jay A. Wolf
|
|
|
Robert
S. Ellin, an individual
|
Jay
A. Wolf, an individual
|
|||
| Date: May 22, 2008 | Date: May 22, 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).
