-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUsE2jW8UVPxg2kO2fTbB5Z2vBO8MFvfCmlPtKuR/vMKimf+vxqcGFSpYDqxxdhp wJeyKfEPNXeRqg8sOquJHQ== 0000890163-99-000405.txt : 19991122 0000890163-99-000405.hdr.sgml : 19991122 ACCESSION NUMBER: 0000890163-99-000405 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ CENTRAL INDEX KEY: 0000847383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 841084061 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54889 FILM NUMBER: 99761056 BUSINESS ADDRESS: STREET 1: 5435 AIRPORT BLVD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034440632 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONN EDWARD J CENTRAL INDEX KEY: 0000922300 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O NEW FRONTIER MEDIA INC STREET 2: 5435 AIRBORT BLVD #100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3037868700 MAIL ADDRESS: STREET 1: C/O NEW FRONTIER MEDIA INC STREET 2: 5435 AIRPORT BLVD #100 CITY: BOULDER STATE: CO ZIP: 80301 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) New Frontier Media, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 644398 10 9 (CUSIP Number) Kenneth Benbassat, Esq. Loeb & Loeb LLP 1000 Wilshire Boulevard Suite 1800 Los Angeles, CA 90017-2475 (213) 688-3400 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) October 27, 1999 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] (Continued on following pages) (Page 1 of 4 Pages) CUSIP NO.: 644398 10 9 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward J. Bonn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) (X) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 (See Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER 4,189,157 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,189,157 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,189,157 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% 14 TYPE OF REPORTING PERSON IN Page 2 of 4 Pages SCHEDULE 13D This statement (the "Statement") relates to the common stock, par value $.0001 per share (the "Common Stock") of New Frontier Media, Inc., a Colorado corporation (the "Issuer"). This Statement constitutes an initial filing of Schedule 13D by Edward J. Bonn. ITEM 1 SECURITY AND ISSUER This statement relates to the Issuer's Common Stock. The address of the Issuer's principal executive office is 5435 Airport Boulevard, Suite 100, Boulder, Colorado 80301. ITEM 2 IDENTITY AND BACKGROUND (1) This Statement is filed on behalf of Edward J. Bonn. (2) The principal business address of Mr. Bonn is 15303 Ventura Blvd., Suite 675, Sherman Oaks, California. (3) The principal occupation of Mr. Bonn is Internet technology, including Internet software engineering and bandwidth systems. Mr. Bonn is employed as the Chairman of Interactive Telecom Network, Inc. (4) During the last five years, Mr. Bonn has not been convicted in any criminal proceeding. (5) During the last five years, Mr. Bonn was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to a 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. (6) Mr. Bonn is a citizen of the United States. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS 4,034,699 shares were acquired by Mr. Bonn in consideration for all of Mr. Bonn's capital stock in Interactive Gallery, Inc., 134,940 shares were acquired by Mr. Bonn in consideration for all of Mr. Bonn's capital stock in Interactive Telecom Network, Inc., and 19,518 shares were acquired by Mr. Bonn in consideration for 90% of Mr. Bonn's capital stock in Card Transactions, Inc., all of which capital stock was sold to the Issuer. Page 3 of 4 Pages ITEM 4 PURPOSE OF THE TRANSACTION The securities were acquired in connection with a transaction (the "Transaction") whereby Mr. Bonn sold all his capital stock in Interactive Gallery, Inc. and Interactive Telecom Network, Inc. and 90% of his capital stock in Card Transactions, Inc. to the Issuer. In connection with the Transaction, Mr. Bonn was appointed to the Board of Directors of the Issuer and he entered into a three-year employment agreement with Interactive Telecom Network, Inc., a wholly owned subsidiary of the Issuer. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a)-(b) As of November 12, 1999, Mr. Bonn is the beneficial owner of, and has sole dispositive and voting power with respect to, 4,189,157 shares of the Issuer's Common Stock. The 4,189,157 shares constitute 21.3% of the Issuer's issued and outstanding shares of Common Stock. (c) Except for the Transaction described in Items 3 and 4 above, Mr. Bonn has not effected any transaction in the securities of the Issuer during the past 60 days. (d) No person other than Mr. Bonn 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 Issuer's Common Stock beneficially owned by Mr. Bonn. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The shares of Issuer's Common Stock beneficially owned by Mr. Bonn are restricted securities and may not be transferred by Mr. Bonn other than pursuant to registration of the shares under the Securities Act of 1933, as amended, or pursuant to an exemption from registration. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS None. 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. Date: /s/ Edward J. Bonn November 15, 1999 -------------------- Edward J. Bonn Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----