-----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, MB8JuFoMBpvdYS9gXYP+3zrcnJMCPdJrYvsQNC5KjJ92ObcCbeCUfuh5szAQyO/5 ZJDkPLZnPOk+9GcRdHymtw== 0000890163-05-000023.txt : 20050118 0000890163-05-000023.hdr.sgml : 20050117 20050118132829 ACCESSION NUMBER: 0000890163-05-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050111 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23697 FILM NUMBER: 05533131 BUSINESS ADDRESS: STREET 1: 7007 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3037868700 MAIL ADDRESS: STREET 1: 7007 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ DATE OF NAME CHANGE: 19970627 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 8-K 1 s11-5086_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2005 ---------------- New Frontier Media, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-23697 84-1084061 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) 7007 Winchester Circle, Suite 200, Boulder, Colorado 80301 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (303) 444-0900 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 11, 2005, New Frontier Media, Inc. ("New Frontier") and Michael Weiner, chief executive officer of New Frontier, agreed to an Amendment to the Employment Agreement between New Frontier and Mr. Weiner dated February 17, 2003, as amended. This amendment extends the term of Mr. Weiner's employment to midnight on March 31, 2007, and increases his base salary to not less than $425,000 per year for the period from April 1, 2005 to March 31, 2006, and not less than $500,000 per year thereafter. On January 11, 2005, New Frontier and Karyn L. Miller, chief financial officer of New Frontier, agreed to an Amendment to the Employment Agreement between New Frontier and Ms. Miller dated August 1, 2002, as amended. This amendment extends the term of Ms. Miller's employment to midnight on March 31, 2007, and increases her base salary beginning April 1, 2005, to not less than $180,000 per year. On January 11, 2005, Colorado Satellite Broadcasting, Inc., a wholly owned subsidiary of New Frontier doing business as The Erotic Networks, Inc. ("TEN"), and Ken Boenish, president of TEN, agreed to an Amendment to the Employment Agreement between TEN and Mr. Boenish dated April 1, 2003, as amended. This amendment extends the term of Mr. Boenish's employment to midnight on March 31, 2007, and increases his base salary beginning April 1, 2005, to not less than $350,000 per year. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 10.1 January 11, 2005, Amendment to the Employment Agreement between New Frontier and Michael Weiner dated February 17, 2003, as amended. Exhibit 10.2 January 11, 2005, Amendment to the Employment Agreement between New Frontier and Karyn Miller dated August 1, 2002, as amended. Exhibit 10.3 January 11, 2005, Amendment to the Employment Agreement between TEN and Ken Boenish dated April 1, 2003, as amended. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEW FRONTIER MEDIA, INC. Dated: January 18, 2005 By: /s/ Michael Weiner --------------------------- Michael Weiner, CEO EX-10 2 s11-5086_ex101.txt EXHIBIT 10.1 JANUARY 11, 2005 AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN NEW FRONTIER MEDIA, INC. AND MICHAEL WEINER This amendment dated January 11, 2005 ("January 11, 2005 Amendment") amends the Employment Agreement dated February 17, 2003, and all amendments thereto (collectively the "Employment Agreement"), between New Frontier Media, Inc. ("NFM") and Michael Weiner ("Executive"). Unless otherwise defined in this January 11, 2005 Amendment, all defined terms used herein shall have the meaning as set forth in the Employment Agreement. The parties hereby agree to amend the Employment Agreement as follows: Section 1. Employment Period The end of the Employment Period shall be extended to midnight on March 31, 2007. Section 2. Terms of Employment, Subsection (B)(i) Base Salary For the period from April 1, 2005 to March 31, 2006, the Base Salary, which shall be paid in equal installments on a bi-weekly basis, shall be at the annual rate of not less than Four Hundred and Twenty Five Thousand Dollars ($425,000) per year. Thereafter, the Base Salary, which shall be paid in equal installments on a bi-weekly basis, shall be at the annual rate of not less than Five Hundred Thousand Dollars ($500,000) per year. To the extent that this January 11, 2005 Amendment contains additional terms or terms that conflict with the Employment Agreement, the terms of this January 11, 2005 Amendment shall control. Other than the changes above, the terms and condition of the Employment Agreement remain unchanged and in full force and effect. New Frontier Media, Inc. Executive By: /s/ Karyn Miller By: /s/ Michael Weiner --------------------- ----------------------- Name: Karyn L. Miller Name: Michael Weiner Title: CFO EX-10 3 s11-5086_ex102.txt EXHIBIT 10.2 JANUARY 11, 2005 AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN NEW FRONTIER MEDIA, INC. AND KARYN L. MILLER This amendment dated January 11, 2005 ("January 11, 2005 Amendment") amends the Employment Agreement dated August 1, 2002, and all amendments thereto (collectively the "Employment Agreement"), between New Frontier Media, Inc. ("New Frontier") and Karyn L. Miller ("Executive"). Unless otherwise defined in this January 11, 2005 Amendment, all defined terms used herein shall have the meaning as set forth in the Employment Agreement. The parties hereby agree to amend the Employment Agreement as follows: Section 1. Employment Period The end of the Employment Period shall be extended to midnight on March 31, 2007. Section 2. Terms of Employment, Subsection (B)(i) Base Salary Beginning on April 1, 2005, the Base Salary, which shall be paid in equal installments on a bi-weekly basis, shall be at the annual rate of not less than One Hundred and Eighty Thousand Dollars ($180,000) per year. To the extent that this January 11, 2005 Amendment contains additional terms or terms that conflict with the Employment Agreement, the terms of this January 11, 2005 Amendment shall control. Other than the changes above, the terms and condition of the Employment Agreement remain unchanged and in full force and effect. New Frontier Media, Inc. Executive By: /s/ Michael Weiner By: /s/ Karyn L. Miller ---------------------- ------------------------ Name: Michael Weiner Name: Karyn L. Miller Title: CEO EX-10 4 s11-5086_ex103.txt EXHIBIT 10.3 JANUARY 11, 2005 AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN COLORADO SATELLITE BROADCASTING, INC. AND KEN BOENISH This amendment dated January 11, 2005 ("January 11, 2005 Amendment") amends the Employment Agreement dated April 1, 2003, and all amendments thereto (collectively the "Employment Agreement"), between Colorado Satellite Broadcasting, Inc. ("CSB") and Ken Boenish ("Executive"). Unless otherwise defined in this January 11, 2005 Amendment, all defined terms used herein shall have the meaning as set forth in the Employment Agreement. The parties hereby agree to amend the Employment Agreement as follows: Section 1. Employment Period The end of the Employment Period shall be extended to midnight on March 31, 2007. Section 2. Terms of Employment, Subsection (B)(i) Base Salary Beginning on April 1, 2005, the Base Salary, which shall be paid in equal installments on a bi-weekly basis, shall be at the annual rate of not less than Three Hundred and Fifty Thousand Dollars ($350,000) per year. To the extent that this January 11, 2005 Amendment contains additional terms or terms that conflict with the Employment Agreement, the terms of this January 11, 2005 Amendment shall control. Other than the changes above, the terms and condition of the Employment Agreement remain unchanged and in full force and effect. Colorado Satellite Broadcasting, Inc. Executive By: /s/ Michael Weiner By: /s/ Ken Boenish ---------------------------- ---------------------------- Name: Michael Weiner Name: Ken Boenish Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----