-----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, WQ6TSc5LaKyreNVs23yGDQbQVXUYQ7t+nQXb6wtlu6vZiRyuAok9ezS8E9v3XcOU yC2uLyhaEB4wy7jLivid6w== 0000950133-02-002104.txt : 20020523 0000950133-02-002104.hdr.sgml : 20020523 20020523160127 ACCESSION NUMBER: 0000950133-02-002104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020523 GROUP MEMBERS: BEF LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54889 FILM NUMBER: 02661113 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: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONN EDWARD J CENTRAL INDEX KEY: 0000922300 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036520808 MAIL ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 SC 13D/A 1 w60628asc13da.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* New Frontier Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 644398109 - -------------------------------------------------------------------------------- (CUSIP Number) Edward J. Bonn 15303 Ventura Blvd., Suite 1070 Sherman Oaks, CA 91403 (818) 788-0123 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Thaddeus Bereday, Esq. Brobeck, Phleger & Harrison LLP 2100 Reston Parkway, Suite 203 Reston, VA 20191 (703) 621-3000 May 22, 2002 - -------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. *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 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). - -------------------------------------------------------------------------------- CUSIP No. 644398109 13D Page 2 of 3 Pages - -------------------------------------------------------------------------------- Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, dated October 27, 1999, as amended by Amendment No. 1 dated March 22, 2002, Amendment No. 2 dated March 29, 2002, Amendment No. 3 dated April 1, 2002 and Amendment No. 4 dated May 20, 2002 (the "Statement"), filed by Edward J. Bonn and BEF, LLC, relating to the common stock, par value $.0001 per share (the "Common Stock"), of New Frontier Media, Inc., a Colorado corporation (the "Issuer"), is hereby amended as set forth below. Unless otherwise indicated, capitalized terms used herein shall have the same meanings ascribed to them in the Statement. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference, and the response to each item herein is qualified in its entirety by the provisions of such Exhibits. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: On May 22, 2002, Mr. Bonn delivered a letter to the Issuer and its board of directors repeating his demand that the Issuer call a special meeting of shareholders for the purpose of electing new directors of the Issuer. On May 23, 2002, Mr. Bonn issued a press release regarding the delivery of Mr. Bonn's May 22, 2002 letter to the Issuer and detailing the subject matter of such letter. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement dated as of March 21, 2002, between Mr. Bonn and BEF (previously filed). Exhibit 12 Letter dated May 22, 2002. Exhibit 13 Press release issued May 23, 2002. CUSIP No. 644398109 13D Page 3 of 3 Pages - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct. Date: May 23, 2002 /s/ Edward J. Bonn --------------------------------------- Edward J. Bonn Date: May 23, 2002 BEF, LLC By: /s/ Edward J. Bonn ----------------------------------- Edward J. Bonn Manager 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 or 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) EX-12 3 w60628aex12.txt LETTER DATED MAY 22, 2002 15303 Ventura Boulevard Suite 1070 Sherman Oaks, CA 91403 May 22, 2002 BY HAND DELIVERY AND FAX TRANSMITTAL Mark H. Kreloff Chief Executive Officer New Frontier Media, Inc. 7007 Winchester Circle, Suite 200 Boulder, CO 80301 Michael Weiner Secretary New Frontier Media, Inc. 7007 Winchester Circle, Suite 200 Boulder, CO 80301 Dear Mark and Michael: This is the third letter that I have sent to you to demand that New Frontier Media, Inc. (the "Company") call a special meeting of shareholders, pursuant to Section 7-107-102(b) of the Colorado Business Corporation Act (the "Act") and the Company's bylaws. Enclosed is a copy of the demand to call a special meeting of shareholders that I originally delivered to you via fax on April 1, 2002, in accordance with Section 7-101-402 of the Act, as well as a copy of the confirmation of fax transmission. I then addressed a letter to you dated April 11, 2002 requesting confirmation of your intentions to act pursuant to my request. You responded with a letter dated April 15, 2002 stating that the Company had not received any written request for a special meeting from me. I responded with a letter, also dated April 15, 2002, which both responded to your letter of April 15 and enclosed yet another formal demand that a special meeting of the shareholders be called. On April 16, 2002, you sent a letter acknowledging receipt of my demand for a special shareholders' meeting so I presume that any issue about the Company having received proper demand has been resolved. On April 22, 2002, my counsel addressed a letter to your counsel requesting information regarding when the Company intends to comply with its legal obligations and issue formal notice of the special shareholders' meeting. Fifty days has now elapsed since the initial demand and the Company has taken no action to honor or comply with its legal obligation to promptly call and hold the special meeting. Instead, on April 29, 2002, the Company issued a press release stating that the annual shareholders' meeting would be held earlier to "accommodate" my request for a special shareholders' meeting and that the motions I have demanded be presented at a special shareholders' meeting would be considered at the annual meeting "to the extent appropriate." As New Frontier Media, Inc. May 22, 2002 Page 2 you know, issuing a press release scheduling an annual shareholders' meeting (which pursuant to the bylaws can be continued at the whim of the Company) simply does not satisfy the requirements of Colorado law or fairness in permitting shareholders to promptly and fully exercise their right to vote without delay or interference from the Company. I see little point in continuing this exchange of correspondence and this will, therefore, be my last letter on the subject of calling a special meeting of shareholders. So there is no misunderstanding, however, I demand that the Company immediately call a special meeting of shareholders on July 5, 2002 for the purpose of electing directors of the Company (note that Section 2.1 of the Bylaws requires that such election occur on June 1 of each year or "as soon thereafter as may be convenient"). The Company's actions to date regarding my request to call a special meeting have been inadequate and inconsistent with applicable legal standards. I demand that the Company issue a notice to shareholders advising of the special meeting on July 5, 2002 and specifying that the agenda will include the election of directors, at which my proposed slate of director-nominees can be presented to the shareholders for their consideration. Please be advised that if the requisite notice is not forthcoming, I will pursue all necessary legal action to protect the rights of all shareholders to vote on such fundamental issues as the directors of the Company. Sincerely, /s/ Edward J. Bonn Edward J. Bonn BEF, LLC By: /s/ Edward J. Bonn -------------------------------------- Edward J. Bonn, Manager cc: Board of Directors New Frontier Media, Inc. c/o Search Company International, Inc. 1535 Grant Street, Suite 140 Denver, CO 80203 New Frontier Media, Inc. 1050 Walnut Street, Suite 301 Boulder, CO 80302 New Frontier Media, Inc. 5435 Airport Boulevard, Suite 100 Boulder, CO 80301 EX-13 4 w60628aex13.txt PRESS RELEASE ISSUED MAY 23, 2002 NEW FRONTIER MEDIA'S LARGEST SHAREHOLDER ISSUES FINAL DEMAND FOR SPECIAL MEETING OF SHAREHOLDERS Failure by Management of New Frontier Media to Respond and Attempts to Delay and Deny Shareholders the Right to Vote on New Directors are Unacceptable BOULDER, CO, May 23, 2002 - Edward Bonn, the largest shareholder of New Frontier Media (Nasdaq: NOOF), announced today that he has submitted a third and final demand to New Frontier Media to permit the shareholders to consider and vote on the slate of directors being proposed by Mr. Bonn. The full text of the letter will be filed with the Securities and Exchange Commission in an amendment to Mr. Bonn's Schedule 13D with respect to his investment in New Frontier. Mr. Bonn's letter states, in part, as follows: "Fifty days has now elapsed since the initial demand and the Company has taken no action to honor or comply with its legal obligation to promptly call and hold the special meeting. Instead, on April 29, 2002, the Company issued a press release stating that the annual shareholders' meeting would be held earlier to "accommodate" my request for a special shareholders' meeting and that the motions I have demanded be presented at a special shareholders' meeting would be considered at the annual meeting "to the extent appropriate." As you know, issuing a press release scheduling an annual shareholders' meeting (which pursuant to the bylaws can be continued at the whim of the Company) simply does not satisfy the requirements of Colorado law or fairness in permitting shareholders to promptly and fully exercise their right to vote without delay or interference from the Company." Mr. Bonn's letter continues, in part, "So there is no misunderstanding, however, I demand that the Company immediately call a special meeting of shareholders on July 5, 2002 for the purpose of electing directors of the Company (note that Section 2.1 of the Bylaws requires that such election occur on June 1 of each year or "as soon thereafter as may be convenient")." Mr. Bonn advised New Frontier that the special meeting of shareholders should be called on July 5, 2002 to ensure that the agenda will include the election of 1 directors. Mr. Bonn will propose 7 new directors for New Frontier, including the 5 previously announced nominees. Mr. Bonn also advised New Frontier that if the requisite notice is not forthcoming, he will pursue all necessary legal action to protect the rights of all shareholders to vote on such fundamental issues as the directors of New Frontier. Regarding his letter to New Frontier, Mr. Bonn stated "The delay on the part of management in responding to my demands for a special meeting is not permitted under Colorado law and is simply unacceptable. No one should confuse the patience I have demonstrated on this issue to date with a lack of determination to see this process through to completion." Mr. Bonn beneficially owns approximately 19% of the outstanding shares of New Frontier, most of which were acquired in 1999 in connection with New Frontier's acquisition of its Internet operations. Mr. Bonn is currently a director of New Frontier Media. Acclaim Financial Group LLC is serving as strategic advisor to Mr. Bonn and Brobeck, Phleger & Harrison LLP is serving as his legal counsel. MR. BONN HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF NEW FRONTIER MEDIA FOR USE AT A SPECIAL MEETING OF NEW FRONTIER MEDIA SHAREHOLDERS. MR. BONN STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN MR. BONN'S PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT, EXCEPT THAT EACH OF THE DIRECTOR-NOMINEES (OTHER THAN MR. BONN) PREVIOUSLY NAMED BY MR. BONN, AS LISTED IN THE PRESS RELEASE ISSUED BY MR. BONN ON MAY 16, 2002 AND FILED AS AN EXHIBIT TO AMENDMENT NO. 4 TO MR. BONN'S SCHEDULE 13D (FILED WITH THE SEC ON MAY 20, 2002) MAY BE DEEMED TO BE PARTICIPANTS IN MR. BONN'S SOLICITATION AND HAVE NO INTEREST (OTHER THAN MR. PEARY WHO HOLDS 1,000 SHARES OF NEW FRONTIER MEDIA COMMON STOCK) IN NEW FRONTIER MEDIA. 2 -----END PRIVACY-ENHANCED MESSAGE-----