-----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, RNb6IYXQk8C9XjoJwtUK2MaXIvpFJpIUqYs0zyjVRGvJHMTFkapwznJIGn4gc2oE d8jJVlHqnXax0VHCryj6dA== 0000950144-98-013511.txt : 19981204 0000950144-98-013511.hdr.sgml : 19981204 ACCESSION NUMBER: 0000950144-98-013511 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981202 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 13G SEC ACT: SEC FILE NUMBER: 005-54889 FILM NUMBER: 98763072 BUSINESS ADDRESS: STREET 1: 1050 WALNUT ST STREET 2: STE 301 CITY: BOULDER STATE: CO ZIP: 80302 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: GCA STRATEGIC INVESTMENT FUND LTD CENTRAL INDEX KEY: 0001074482 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PRIME MANAGEMENT LIMITED STREET 2: MECHANICS BLDG 12 CHURCH ST HM11 CITY: HAMILTON BUSINESS PHONE: 442950329 MAIL ADDRESS: STREET 1: C/O PRIME MANAGEMENT LTD STREET 2: MECHANICS BLDG 12 CHURCH ST HM11 CITY: HAMILTON STATE: D0 SC 13G 1 NEW FRONTIER MEDIA INC/GCA STRATEGIC INVEST FUND 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ______)(1) New Frontier Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 644398109 (CUSIP Number) October 23, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) 1The 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 6 Pages 2 ======================== =========================== CUSIP NO. 644398109 13G Page 2 of 6 Pages ======================== =========================== 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) GCA Strategic Investment Fund Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 5 544,334 SOLE VOTING POWER NUMBER OF 6 0 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY EACH 7 544,334 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8 0 SHARED DISPOSITIVE POWER 9 544,334 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 7.7 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12 CO TYPE OF REPORTING PERSON* ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 6 Pages 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Item 1. (a) Name of Issuer: New Frontier Media, Inc. (b) Address of Issuer's Principal Executive Offices: 1050 Walnut Suite 301 Boulder, Colorado 80302 Item 2. (a) Name of Person Filing: GCA Strategic Investment Fund Limited (b) Address of Principal Business Office or, if None, Residence: Mechanics Building 12 Church Street Hamilton HM11, Bermuda (c) Citizenship: Bermuda (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 784185209000 Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with 13d-1(b)(1)(ii)(F). (g) [ ] Parent holding company or control person, in accordance with 13d-1(b)(ii)(G). (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. Page 3 of 6 Pages 4 (i) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with 13d-1(b)(1)(ii) (J). If this statement is filed pursuant to Rule 13d-1(c), check this box, [X] Item 4. Ownership: (a) Amount beneficially owned 544,334 shares (b) PERCENT OF CLASS: 7.7%. This percentage of based on total outstanding shares of 6,542,000 as of June 30, 1998 as reported in the Company's Form 10-Q for the quarter ended June 30, 1998. This percentage is based on an assumed conversion price of $.793125 per share. On October 23, 1998, GCA purchased, in a private transaction, $400,000 principal amount 8% Convertible Debenture due June 3, 2000 convertible into shares of the Company's common stock, and warrants for the purchase of 40,000 shares of such stock. The warrants have a fixed exercise price. The Debenture may be converted into common stock at any time at a price equal to the lower of (i) 125% of the average closing sales price of the common stock for the five days preceding June 3, 1998 or (ii) 90% of the average of the five lowest closing bid prices of the common stock for the twenty trading days ending on the date prior to the conversion date. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote 544,334 (ii) Shared power to vote or direct the vote 0 (iii) Sole power to dispose or direct the disposition of 544,334 (iv) Shared power to dispose or direct the disposition of 0
Item 5. Ownership of 5 Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Page 4 of 6 Pages 5 Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 5 of 6 Pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth above in this statement is true, complete and correct. November 17, 1998 /s/ Joseph Kelly ------------------------------ Name: Joseph Kelly Title: Director, GCA Strategic Investment Fund Limited Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----