-----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, Svn7+VAxrkP4LBYxNyJOsKQts1WbEPORlOmL0AA4nuPgECh6uSQky6tkxDSwiNgR bOBLJl4xroHgruIxHIBdKg== 0000950133-02-002515.txt : 20020709 0000950133-02-002515.hdr.sgml : 20020709 20020709172323 ACCESSION NUMBER: 0000950133-02-002515 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020709 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: 02699072 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 w62144sc13dza.htm AMENDMENT NO. 8 TO SCHEDULE 13D sc13dza
 

   
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*

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

July 9, 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 §§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 §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, Amendment No. 6 dated May 30, 2002 and Amendment No. 7 dated June 10, 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 July 9, 2002, Mr. Bonn issued a press release in connection with his resignation from the board of directors of 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 16   Press Release issued July 9, 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:  July 9, 2002 /s/ Edward J. Bonn
 
Edward J. Bonn
 
Date:  July 9, 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-16 3 w62144exv16.htm PRESS RELEASE ISSUED JULY 9, 2002 exv16

 

NEW FRONTIER MEDIA’S LARGEST SHAREHOLDER
RESIGNS FROM ITS BOARD OF DIRECTORS

    Expresses concern that current Board has taken actions that will not be tolerated in today’s market and are not in the best interest of all shareholders, including issuing 1.9 million preferred shares in May 2002 with a 15.5% dividend rate; delaying to make this important information available, burying this disclosure in an SEC filing and not disclosing this fact in the June investor conference call

BOULDER, CO, July 9, 2002 — Edward Bonn, the largest shareholder of New Frontier Media (Nasdaq: NOOF), announced today that he has resigned from the current board of directors of New Frontier. Mr. Bonn’s resignation follows the filing by New Frontier of its Annual Report on Form 10-K with the Securities and Exchange Commission that Mr. Bonn did not sign and was not asked to sign. “Since I started to negotiate for the replacement of New Frontier’s management in March, I have been disenfranchised as a director” stated Mr. Bonn. “I have not participated in, or been notified of, any board meetings since April 12, 2002, and all decisions of the Company appear to have been made by committees of the board in which I have not been invited to participate.”

Mr. Bonn noted that the Form 10-K appeared to be New Frontier’s first and only communication to its shareholders that incumbent management had subordinated their rights in May 2002, by issuing 1.9 million shares (estimated to be approximately 8% of the outstanding shares) of a newly-created class of preferred stock that accrues cumulative dividends at the rate of 15.5% per year and that is callable upon the election of Mr. Bonn’s slate of director-nominees to New Frontier’s board.

“This is outrageous conduct. The current board and management completed this questionable transaction in May 2002, made no mention of it in any press release or the June investor call and buried this fact in a 80 plus page SEC filing made in July 2002. This is exactly the type of conduct that I do not believe shareholders will tolerate in today’s environment where managerial credibility and candor are such important issues. I will not continue to serve on a board with such a poor record. New Frontier’s management appears intent on entrenching itself in office and is rapidly spending the shareholders’ money to do so. Fortunately, a Colorado judge ordered New Frontier to allow all of us shareholders the opportunity to express our views at the Annual Meeting scheduled for August 20, 2002,” Mr. Bonn continued.

Mr. Bonn beneficially owns approximately 17.6% of the outstanding shares of New Frontier, which were acquired in 1999 in connection with New Frontier’s acquisition of its Internet operations.

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 THE 2002 ANNUAL 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 AMENDMENT NO. 3 TO THE PRELIMINARY PROXY STATEMENT, FILED ON JUNE 27, 2002.

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