Friday, June 27, 2008

Worst wording of a press release headline, but a good sign

I saw this headline at the PR Newswire website and had to laugh:

NTN Buzztime, Inc. Successfully Completes Annual Meeting of Stockholders

I mean, c'mon. I usually chair between 1 and 3 meetings a week, and I don't issue a press release every time I finish one of them.

Then again, I haven't just refused to renew the contract of our head honcho. And shareholders can get antsy. So maybe the headline writer had a point.

CARLSBAD, Calif., June 26 /PRNewswire-FirstCall/ -- NTN Buzztime, Inc. (Amex: NTN), reported that at its annual meeting of stockholders completed today in Carlsbad, California, the stockholders re-elected the incumbent five-person Board of Directors and ratified the selection of its independent registered accountants.


The annual meeting had initially been convened on May 30, 2008, and had been adjourned to today.

Based on the preliminary report from the Inspector of Elections, over 64 percent of the Company's stockholders attended the annual meeting, in person or by proxy. A dissident stockholder had incorrectly asserted in an SEC filing on June 25 that its efforts to defeat a quorum would result in no more than 44 percent attendance. Michael Fleming, Chairman and interim Chief Executive Officer of NTN Buzztime, Inc. said, "We appreciate the solid support we received today from the majority of our stockholders, as we move to implement our business plan."

Here's part of the June 25 filing that was referenced in the press release:

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.

Similar sentiments were expressed on the Yahoo! message boards, but message board participants are worse than PR Newswire headline writers.

Trinad is starting to kick AZZ
11-Jun-08 10:24 pm

Vote all the BOD's OUT!!!!!!!!!! WE need someone to take charge now. Go TRINAD!

To which NTN Buzztime said, "Nyah nyah." And just as well. If Trinad is such a savior for the company, why are they unable to count?

But the message boards did illuminate Trinad's plan for the company, had it been successful:

At the 2008 Annual Meeting Trinad intends to vote for the election of each of Dario Santana, Joseph Farricelli and Kirk Read to NTN’s Board of Directors (the “NTN Board”) and will withhold its vote for the election of the other nominees of the Company. Trinad also intends to vote for the four nominees presented below. The three Company nominees that Trinad intends to vote for and the four nominees described below constitute the full slate of seven directors supported by Trinad. Trinad hereby submits the following nominees for consideration at the 2008 Annual Meeting to serve as members of the NTN Board: Robert S. Ellin, Jay Wolf, Bruce Stein and Ian Aaron.

I say that Santana and Fleming should face off in a 15 question trivia challenge. Sounds fair to me.

P.S. I'd tell you more about Trinad Capital Master Fund, but they don't appear to have a website. Here's the Google search.

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