SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
NTN Communications, Inc.
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(Name of Issuer)
Common Stock, par value $0.005 per share
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(Title of Class of Securities)
629410309
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 in 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).
SCHEDULE 13G
CUSIP NO. 629410309 Page 2 of 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k)
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES Not Applicable
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not Applicable
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not Applicable
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PERSON 8 SHARED DISPOSITIVE POWER
WITH Not Applicable
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not Applicable
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 629410309 Page 3 of 5
Item 1(a). Name of Issuer:
NTN Communications, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
5966 La Place Court
Carlsbad, CA 92008
Items 2(a), Name of Persons Filing Address of Principal Business Office and
(b) and (c). Citizenship:
Michael A. Roth and Brian J. Stark, as joint filers pursuant to
Rule 13d-1(k) (the "Reporting Persons"). The Reporting Persons
are the sole members of NorthBay Partners, L.L.C., a Wisconsin
limited liability company ("NBP") which serves as (a) the
managing member of NorthBay Management, LLC, the managing general
partner of NorthBay Opportunities, L.P., a Delaware limited
partnership ("NOLP"), and (b) the managing member of North Bay
International Management, LLC, the investment manager of NorthBay
International Opportunities Ltd., a British Virgin Islands
corporation ("NIOL"). In addition, Messrs. Roth and Stark are the
managing members of Staro Asset Management, LLC, a Wisconsin
limited liability company ("Staro") which serves as (a) the
managing general partner of Reliant Trading, a Wisconsin general
partnership ("Reliant"), and (b) the Investment Manager of
Shepherd Trading Limited, a British Virgin Islands corporation
("Shepherd"). Reliant, Shepherd, NOLP and NIOL are the holders of
record of all of the shares of Common Stock reported in this
Amendment No. 1 to Schedule 13G.
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235.
The Reporting Persons are U.S. citizens.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.005 per share of the Issuer (the
"Common Stock").
Item 2(e). CUSIP Number:
629410309
Item 3. N/A
Item 4. Ownership.
SCHEDULE 13G
CUSIP NO. 629410309 Page 4 of 5
(a) Amount beneficially owned:
N/A
(b) Percent of class:
Less than 5%
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: N/A
(ii) Shared power to vote or direct the vote: N/A
(iii) Sole power to dispose or to direct the disposition
of: N/A
(iv) Shared power to dispose of or direct the disposition
of: N/A
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following |X|.
Michael A. Roth and Brian J. Stark have ceased to be the owners
of more than 5% of the outstanding Common Stock of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of a Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 629410309 Page 5 of 5
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.
Dated: February 12, 2004
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark
SCHEDULE 13G
CUSIP NO. 629410309
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
certain shares of Common Stock, $.005 par value of NTN Communications, Inc. and
further agree that this Joint Filing Agreement shall be included as an exhibit
to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 12, 2004.
/s/ Michael A. Roth
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Michael A. Roth
/s/ Brian J. Stark
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Brian J. Stark