-----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, UxeuHNge5ZzJOqtx2oDKqIAtmugs7lnl0JSJPDrkuhWS6iS/uMV/LEyOGKWGiHtm pdBeXL5lGxaeb/OeGTof2A== 0000950133-02-002238.txt : 20021115 0000950133-02-002238.hdr.sgml : 20021115 20020610164448 ACCESSION NUMBER: 0000950133-02-002238 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020610 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: 005-78039 FILM NUMBER: 02675335 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 w61440sc13dza.txt AMENDMENT NO. 7
------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL WASHINGTON, D.C. 20549 ------------------------------ OMB Number: 3235-0145 Expires: October 31,2002 Estimated average burden hours per response......14.90 ------------------------------
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* 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 June 7, 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, Amendment No. 5 dated May 23, 2002 and Amendment No. 6 dated May 30, 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 June 7, 2002, Mr. Bonn sent a letter to the Issuer formally noticing it of his intent to nominate a slate of directors at the Issuer's annual meeting of shareholders if the Issuer fails to hold a special meeting of shareholders as requested by Mr. Bonn. A copy of the letter is attached hereto as Exhibit 15. 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 15 Letter dated June 7, 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 the information set forth in this statement is true, complete and correct. Date: June 10, 2002 /s/ Edward J. Bonn --------------------------------------- Edward J. Bonn Date: June 10, 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-15 3 w61440exv15.txt LETTER DATED JUNE 7, 2002 EXHIBIT 15 15303 Ventura Boulevard Suite 1070 Sherman Oaks, CA 91403 June 7, 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 to provide you with formal notice, pursuant to Rule 14a-4(c) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that, if New Frontier Media, Inc. (the "Company") fails to hold a special meeting of its shareholders, pursuant to my prior demands, prior to the date of the Company's annual meeting of shareholders (the "Annual Meeting"), currently scheduled for August 20, 2002, then we nominate the following persons for election to the Company's board of directors at the Annual Meeting: Edward J. Bonn, John B. Burns III, Carlton R. Jennings, Stephen Peary, Jerry Rubinstein, Bernard Stolar and one additional person to be designated by us at a later date. We intend to deliver a proxy statement and form of proxy with respect to the election at the Annual Meeting of these nominees, and in opposition to the Company's slate of nominees, to holders of the Company's voting shares required under Colorado law and the Company's bylaws to elect these nominees. We hereby repeat our prior demand, originally made on April 16, 2002, that you provide the Company's updated shareholder lists (including, without limitation, the most recent lists of the Company's non-objecting beneficial owners and Cede & Co.'s list of beneficial owners, any updates or future versions of such lists obtained by the Company at any time on or before the record date (the "Record Date") established for the Annual Meeting, and any shareholder records as of the Record Date hereafter obtained by the Company), as required by Rule 14a-7 under the Exchange Act and Sections 7-107-201, 7-116-102 and 7-116-103 of the Colorado Business Corporation Act. Pursuant to Rule 14a-7, please deliver the shareholder lists to us within five business days and update the record holder information on a daily basis, or at the shortest other reasonable intervals, until the Record Date, and provide such lists in paper and magnetic tape or disc form (whichever form is utilized by the Company's transfer agent). A copy of the affidavit required by Rule 14a-7(c)(2) is attached hereto. New Frontier Media, Inc. June 7, 2002 Page 2 Please be advised that nothing contained herein shall be construed as a waiver of rights to have the Company call a special meeting of shareholders pursuant to our prior demands, and that we reserve the right to make subsequent demands to inspect additional corporate records pursuant to the Exchange Act, Colorado law or otherwise. We also reserve the right to nominate substitute persons for election to the Company's board of directors for any reason, including if the Company takes or announces any action that has, or if consummated would have, the effect of disqualifying any of our nominees, and to nominate additional persons to fill any additional positions in the Company's board of directors if the Company increases the size of the board of directors. Sincerely, /s/ EDWARD J. BONN Edward J. Bonn BEF, LLC By: /s/ EDWARD J. BONN -------------------------------------- Edward J. Bonn, Manager cc: Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----