-----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, JQKoiuXEShWWV6K7E5XUwgSbHbpeTuYUmZmSELiUsj6T/9Q4gW4AosROHAq9699x mVMIJzxKzjfNAxbLUVAZgQ== 0000950133-02-002163.txt : 20020530 0000950133-02-002163.hdr.sgml : 20020530 20020530151604 ACCESSION NUMBER: 0000950133-02-002163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020530 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: 02666229 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 w60628bsc13dza.txt AMENDMENT NO. 6 TO SCHEDULE 13D ------------------------------- OMB APPROVAL UNITED STATES ------------------------------- SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: October 31,2002 Estimated average burden hours per response.14.90 -------------------------------
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* 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 29, 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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 3 Pages) * 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, Amendment No. 4 dated May 20, 2002 and Amendment No. 5 dated May 23, 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 30, 2002, Mr. Bonn issued a press release regarding the filing of a lawsuit on May 29, 2002 by him against the Issuer. 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 14 Press release issued May 30, 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 30, 2002 /s/ Edward J. Bonn ---------------------------------- Edward J. Bonn Date: May 30, 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-14 3 w60628bexv14.txt PRESS RELEASE ISSUED MAY 30, 2002 FOR IMMEDIATE RELEASE CONTACTS: Todd Kehrli Charles Messman MKR Group, LLC 310.314.3800 212.308.4557 tkehrli@mkr-group.com cmessman@mkr-group.com NEW FRONTIER MEDIA'S LARGEST SHAREHOLDER FILES LAWSUIT TO COMPEL SPECIAL MEETING OF SHAREHOLDERS RECENT ATTEMPTS TO BLOCK SHAREHOLDER VOTE ARE A WASTE OF CORPORATE ASSETS AND FAIL TO ADDRESS THE DISMAL FINANCIAL PERFORMANCE UNDER CURRENT MANAGEMENT BOULDER, CO, May 30, 2002 - Edward Bonn, the largest shareholder of New Frontier Media (Nasdaq: NOOF), announced that after submitting three separate demands for a special meeting of shareholders, he filed a lawsuit yesterday in the Colorado District Court for Boulder County seeking to compel New Frontier Media to comply with Colorado law by calling a special meeting of shareholders pursuant to his request. The purpose of the special shareholders' meeting is to vote on the removal of New Frontier Media's current Board of Directors and to elect a new slate of directors proposed by Mr. Bonn. Mr. Bonn has previously announced several candidates for his proposed slate of directors who will be named in his definitive proxy materials to be filed with the Securities and Exchange Commission. Mr. Bonn's lawsuit seeks to compel New Frontier Media to comply with Colorado law and the Company's bylaws by calling a special meeting of shareholders to ensure consideration of Mr. Bonn's proposed slate of directors. "New Frontier Media's shareholders have endured the ineffective actions of current management long enough," said Mr. Bonn. "Management has delayed responding to my demand for a special meeting for 59 days and is wasting corporate assets in an attempt to avoid accountability. Current management has apparently retained two of the most expensive law firms in the country -- Cadwalader Wickersham & Taft and Fried Frank Harris Shriver & Jacobson -- as well as at least two other law firms, depleting the Company's cash and using the shareholders' money to forestall a referendum on their ineffective performance. As current management has done in the past with repeated expensive lawsuits that yield no benefit to the shareholders, they are wasting shareholder value and creating a costly distraction for employees and customers alike. "The baseless lawsuit filed on Tuesday by current management is an incredible act of desperation," continued Mr. Bonn. "Instead of focusing 100% on New Frontier's business and its Q2 financial results, the incumbents appear to have been engaged in a witch-hunt. These tactics by current management -- that are being funded at the expense of shareholders -- will not deter my efforts. The real issue here is the dismal financial results that shareholders have been forced to endure over the past two years under the current management. The shareholders will soon have an opportunity to have their voice heard on this issue." Mr. Bonn 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. STEPHEN PEARY WHO HOLDS 1,000 SHARES OF NEW FRONTIER MEDIA COMMON STOCK) IN NEW FRONTIER MEDIA. -----END PRIVACY-ENHANCED MESSAGE-----