-----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, HYQp//OoXeQnlxX7R+/vYFkX1TQXGkxqMOwWD8D+QGYE0pwPrV6WjWUNRV4F9iWV RIqxZqLGMvoe7+el3JwLMg== 0000890163-99-000334.txt : 19991021 0000890163-99-000334.hdr.sgml : 19991021 ACCESSION NUMBER: 0000890163-99-000334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991016 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991020 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-23697 FILM NUMBER: 99731271 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: 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 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of earliest event reported): October 16, 1999. NEW FRONTIER MEDIA, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 333-59289 84-1084061 ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 5435 Airport Blvd., Suite 100 Boulder, Colorado 80301 (303) 444-0632 ------------------------------- (Address and telephone number of principal executive offices) 1 Item 5. Other Events. On October 16, 1999, New Frontier Media, Inc. (the "Company") announced that it has received $6.0 million in equity financing through the private sale of 7% Series C Convertible Preferred Stock to one institutional investor. Item 8. Exhibits. - ------- --------- 99 Press Release 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. NEW FRONTIER MEDIA, INC. (Registrant) October 20, 1999 By: /S/ MARK H. KRELOFF ---------------------------------- Mark H. Kreloff, Chief Executive Officer October 20, 1999 By: /S/ MICHAEL WEINER ---------------------------------- Michael Weiner, Executive Vice President 3 EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- ------- ---- 99 Press Release 5 4 EX-99 2 PRESS RELEASE EXHIBIT 99--PRESS RELEASE CONTACT: Budd Zuckerman or Keely Hawk Genesis Select Corp. (303) 357-6565 FOR IMMEDIATE RELEASE NEW FRONTIER MEDIA RAISES $6 MILLION IN EQUITY CAPITAL Boulder, Colorado (October 15, 1999) - New Frontier Media, Inc. (Nasdaq-NOOF), a leader in the electronic distribution of adult content, announced that on October 14, 1999, it received $6 million of equity capital from a single institutional investor through the issuance of 7% Series C Convertible Preferred Stock. The terms of the Preferred Stock were reviewed and approved by the Company's new Nasdaq Compliance Committee of its independent directors, with the assistance of the Committee's special counsel, Fried, Frank, Harris, Shriver & Jacobson. "With this placement now complete, New Frontier Media will be able to accelerate plans to upgrade its Boulder, Colorado based play-out facility to accommodate up to twelve subscription and pay-per-view premium television network feeds (including regional feeds of its cable and DBS networks), repay approximately $1.7 million in debt and provide ample working capital for the Company's Broadband programming strategy," commented Mark Kreloff, Chairman and Chief Executive Officer of New Frontier Media, Inc. The Preferred Stock is initially convertible into the Company's common stock at a price of $7.87 per share. The Company has the right to redeem the Preferred Stock at any time, in whole or in part, at a price equal to the amount the investor would have received if the investor had then converted its shares of Preferred Stock into common stock, or, if greater, 115% of the amount paid by the investor for the Preferred Stock. On the six-month anniversary of the date of closing, the conversion price will be reset to 95% of the average of the five lowest daily volume-weighted average prices for the Company's common stock during the ten trading days immediately preceding such anniversary date, if such price is lower than $7.87. Until the Preferred Stock is converted or redeemed, the conversion price will similarly reset on every following three-month anniversary. In connection with this transaction, the Company also issued to its investor 60,000 warrants, exercisable at $7.87 per share, to purchase common stock of the Company for each $1 million invested with the Company. ABOUT NEW FRONTIER MEDIA New Frontier Media, Inc. is a diversified entertainment company primarily engaged in the electronic distribution of adult entertainment. Through its programming subsidiary, the Company currently distributes adult entertainment via pay-per-view and subscription cable/satellite video networks and the Internet. Cable/DBS networks include TeN(TM) (The Erotic Network), which incorporates partial-editing standards and Pleasure(TM), which incorporates the most-edited standard available in the category. * * * Some statements in this release may include forward-looking commentary subject to risks and uncertainties, including those risks detailed in the Company's Securities and Exchange Commission filings. These risks could cause actual results to differ materially from those set forth or implied by any forward-looking statements. For more information about New Frontier Media, Inc., please visit our website, www.noof.com. 5 -----END PRIVACY-ENHANCED MESSAGE-----