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 24, 2006

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 20, 2006, the Registrant entered into an employment agreement with Mr. Ira Bahr as Vice President of Marketing and Corporate Strategy (the “Bahr Employment Agreement”).

The Bahr Employment Agreement provides for an initial annual base salary of $300,000 and an annual performance-based bonus of up to 100% of that base salary at the discretion of the Compensation Committee of the Registrant’s Board of Directors. The Bahr Employment Agreement also provides for annual reviews of his salary to determine whether an adjustment to his annual salary is appropriate. The Registrant also granted Mr. Bahr, under the Registrant’s 2001 Stock Option Plan, options to purchase 125,000 shares of the Registrant’s common stock. The Bahr Employment Agreement expires on July 31, 2008.

The Bahr Employment Agreement also contains non-disclosure provisions and prohibits Mr. Bahr from competing with the Registrant during the term of his employment.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release

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 24, 2006	By:/s/ Michael Weiner
	Michael Weiner Chief Executive Officer

EX-99

 

For Immediate Release

Contact: Karyn Miller

(303)444-0900 x 102

kmiller@noof.com

New Frontier Media, Inc. Announces Vice President Appointment

BOULDER, COLORADO, January 24, 2006 – New Frontier Media, Inc. (NASDAQ: NOOF) today announced the hiring of Ira Bahr to serve as Vice President of Marketing and Corporate Strategy.

In this position, Mr. Bahr will be responsible for refining and implementing the Company’s long-term growth strategies, as well as for creating improved growth in the company’s existing businesses.

“I could not be more pleased to make this announcement, ” said Michael Weiner, Chief Executive Officer of New Frontier Media. “Ira is an insightful marketer, a great leader, and has a comprehensive understanding of the technologies that drive the future of our business. He has a deep understanding of our existing distribution channels, and a compelling vision for our new ones,” continued Mr. Weiner.

Prior to joining New Frontier Media, Mr. Bahr was at EchoStar Communications Corporation (“EchoStar”), where he served as Senior Vice President of Marketing for DISH Network, and later as President of BingoTV, an interactive game channel owned by EchoStar.

Prior to his employment with EchoStar, Mr. Bahr was with Sirius Satellite Radio (“Sirius”) as its number two executive. While at Sirius he was responsible for forging the Company’s relationships with automobile and radio manufacturers. Mr. Bahr was instrumental in the acquisition of over $1 billion in capital financing and was the driving force behind the Company’s name change from CD Radio in 1999.

From 1985-1998, Mr. Bahr was a senior executive at BBDO Worldwide (“BBDO”), one of the world’s largest advertising and marketing firms. At BBDO, he developed domestic and international marketing plans and communication programs for a range of companies including General Electric, Pepsi Cola, and FedEx.

Mr. Bahr will begin his new role immediately.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on current expectations, estimates and projections made by management. The Company intends for the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. Words such as "anticipates", "expects", "intends", "plans", "believes," "seeks", "estimates", or variations of such words are intended to identify such forward-looking statements. The forward-looking statements include statements related to Mr. Bahr’s employment asVice President of Marketing and Corporate Strategy and the Company’s long-term growth strategy. All forward-looking statements made in this press release are made as of the date hereof, and the company assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward- looking statements. Please refer to the Company's Form 10-K and other filings with the SEC for additional information regarding risks and uncertainties, including, but not limited to, the risk factors listed from time to time in such SEC reports.

Copies of these filings are available through the SEC's electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov .

ABOUT NEW FRONTIER MEDIA, INC.

New Frontier Media, Inc. is a leading distributor of adult entertainment via electronic platforms. The Company delivers the most extensive lineup of quality programming over the broadest range of electronic means including cable, satellite, broadband, wireless and video-on-demand.

The Erotic Networks™, the umbrella brand for the Company’s subscription and pay television subsidiary, provides pay-per-view, video-on-demand and subscription TV networks to over 89 million cable, DBS (direct broadcast satellite) and C-band households throughout North America. The Erotic Networks™ include Pleasure™, TEN™, TEN Clips™, TEN Xtsy™, TEN Blue™, TEN BluePlus™, TEN Blox™, TEN Max™ and TEN ON Demand™. These network services represent the widest variety of editing standards available and are programmed without duplication to offer the most extensive selection of adult network programming under a single corporate umbrella.

For more information contact Karyn Miller, Chief Financial Officer, at (303) 444-0900, extension 102, and please visit our web site at www.noof.com.