-----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, T0fb8KxYlxGDOIE+ArOYUTu+o0FrjZWY0slQePL9iGp7/MTH73soWaSQY5Sx5OQ6 XujqJb/Eo4wjFkcUDrdBwQ== 0000890163-99-000346.txt : 19991108 0000890163-99-000346.hdr.sgml : 19991108 ACCESSION NUMBER: 0000890163-99-000346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991105 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: 99741882 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 27, 1999 NEW FRONTIER MEDIA, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-23697 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) Item 2. Acquisition or Disposition of Assets. On October 27,, 1999, the Registrant acquired all of the issued and outstanding shares of capital stock of Interactive Gallery, Inc., a California corporation ("IGI"), all of the issued and outstanding shares of capital stock of Interactive Telecom Network, Inc., a California corporation ("ITN"), and ninety percent (90%) of the issued and outstanding shares of capital stock of Card Transactions, Inc., a California corporation ("CTI") pursuant to that certain Stock Purchase Agreement (the "Agreement") dated August 19, 1999, by and among Edward J. Bonn, Bradley Weber, and Jerry D. Howard (collectively, the "Sellers") and the Registrant, in consideration for the issuance to the Sellers of 6,000,000 restricted shares of the Registrant's common stock. The Agreement was previously filed with the Securities and Exchange Commission as Exhibit A to the Definitive Proxy Statement incorporated herein by reference. The Agreement was ratified and approved by the Registrant's Board of Directors on August 19, 1999, and subsequently ratified and approved by the Registrant's shareholders at its annual shareholders' meeting on October 27, 1999 immediately preceding the closing of the above-described acquisitions. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. The audited combined financial statements of IGI and ITN for the fiscal years ended December 31, 1998 and 1997, as well as the reviewed but unaudited combined financial statements of IGI, ITN and CTI for the three months ended March 31, 1999 and 1998, and for the six months ended June 30, 1999 and 1998, were previously filed as Exhibit B to the Definitive Proxy Statement, and are incorporated herein by reference. (b) Pro Forma Financial Information. The unaudited pro forma unaudited combined financial information of the Registrant for the three months ended June 30, 1999, and for the year ended March 31, 1999, giving effect to the Acquisition, was previously filed as part of the Definitive Proxy Statement, and is incorporated herein by reference. (c) Exhibits. 23. Consent of Singer Lewak Greenbaum & Goldstein, LLP *99.1 Audited combined financial statements of IGI and ITN for the fiscal years ended December 31, 1998 and 1997; reviewed but unaudited combined financial statements of IGI, ITN and CTI for the three months ended March 31, 1999 and 1998, and for the six months ended June 30, 1999 and 1998. 2 *99.2 Unaudited pro forma combined financial information of the Registrant for the three months ended June 30, 1999, and for the year ended March 31, 1999, giving effect to the Acquisitions. *99.3 Stock Purchase Agreement between the Registrant and the Sellers, dated August 19, 1999. 99.4 Press Release. - ---------- * Incorporated herein by reference from Exhibits to Registrant's DEFM14A filed September 28, 1999. 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) November 5, 1999 By: /S/ KARYN L. MILLER ---------------------------------------------- Karyn L. Miller, Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- --------- ---- 23. Consent of Singer Lewak Greenbaum & Goldstein, LLP 5 *99.1 Audited combined financial statements of IGI and ITN for * the fiscal years ended December 31, 1998 and 1997; reviewed but unaudited combined financial statements of IGI, ITN and CTI for the three months ended March 31, 1999 and 1998, and for the six months ended June 30, 1999 and 1998. *99.2 Unaudited pro forma combined financial information of the * Registrant for the three months ended June 30, 1999, and for the year ended March 31, 1999, giving effect to the Acquisitions. *99.3 Stock Purchase Agreement between the Registrant and the * Sellers, dated August 19, 1999. 99.4 Press Release. 6 - ---------- * Incorporated herein by reference from Exhibits to Registrant's DEFM14A filed September 28, 1999. 4 EX-23 2 CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 23 We have issued our report dated August 11 ,1999 accompanying the combined financial statements of Interactive Gallery, Inc. and Interactive Telecom Network, Inc. for the years ended December 31, 1998 and 1997 included as Exhibit B in the Definitive Proxy Statement of New Frontier Media, Inc. which is incorporated by reference in this Form 8-K. We consent to the incorporation by reference in this Form 8-K of the aforementioned report. Singer Lewak Greenbaum & Goldstein LLP Los Angeles, California November 5, 1999 5 EX-99.4 3 PRESS RELEASE CONTACT: Budd Zuckerman or Keely Hawk Genesis Select Corp. (303) 357-6565 FOR IMMEDIATE RELEASE New Frontier Media Closes IGallery Acquisition ------------ NOOF ACQUIRES LEADING INTERNET-BASED ADULT ENTERTAINMENT, E-COMMERCE AND TECHNOLOGY COMPANIES Boulder, Colorado (October 28, 1999) - New Frontier Media, Inc. (Nasdaq - - NOOF), a leader in the electronic distribution of adult entertainment, announced that following approval by its shareholders at its Annual Shareholder meeting held yesterday, the Company completed the acquisition of the IGallery Companies which includes Interactive Gallery, Inc. ("IGI"), Interactive Telecom Network, Inc. ("ITN"), and 90% of Card Transactions, Inc. ("CTI"). Under the terms of the Agreement, New Frontier Media, Inc. ("New Frontier Media") will issue an aggregate of 6,000,000 restricted shares of the Company's common stock, or approximately 30% of the Company's outstanding common stock, to the IGallery Companies. The transaction is valued at $31 million. The IGallery Companies are a group of Internet-based businesses that provide a wide variety of adult content and broad-based technical capabilities offering service 24-hours-a-day both to the consumer market, currently over 100,000 monthly subscribers, and to a commercial market of over 10,000 webmasters. For the six months ended June 30, 1999, the IGallery Companies reported sales of $13.7 million and net income of $1.9 million. Given the effect of a pooling of interest, the combined entity would have reported positive earnings on an EBITDA basis for the three months ended September 30, 1999. "The IGallery Companies provide substantial Internet distribution and marketing opportunities for New Frontier Media. The Companies have significant expertise in Internet traffic management, pointing over 23 million visitors per month to their sites," explained Mark H. Kreloff, Chairman and Chief Executive Officer of New Frontier Media. The IGallery Companies have the technical capability and expertise to support traffic volumes in excess of 100 million visitors per month. Through ITN, they can manage their own software development, bandwidth requirements, reporting systems, transaction processing, fraud control and other e-commerce based functions. 6 "The IGallery Companies give us the full complement of technical capabilities to enhance our leadership position in the electronic distribution of adult entertainment," stated Kreloff. He went on to say, "With this acquisition, we have the ability to leverage all forms of electronic distribution. In addition, we expect that Broadband and video-on-demand technologies will create new opportunities for the combined company as we move forward." Gregory Dumas, President of IGI, stated, "As a result of the acquisition by New Frontier Media, we become the most content-rich adult entertainment company on the Internet. In addition, we now have a public currency with which to further our acquisition strategy and to attract the best expertise in our industry." ABOUT THE IGALLERY COMPANIES IGI designs, creates and implements company-owned subscription/membership-based web sites for the adult Internet consumer markets. IGI maintains a consumer membership base of approximately 100,000 subscribers. In addition, IGI creates web sites that are targeted to the adult webmaster community that resell IGI's content to their own members or subscribers. ITN serves as a single source for a comprehensive range of high-performance, flexible and scalable Internet products and services, including dedicated access, web hosting, co-location, e-commerce application development, streaming media, and bandwidth management. ITN's network infrastructure enables the delivery of live and on-demand video events to millions of Internet users. CTI, or "Card.com" on the Internet, is a credit and transaction processing company that intends to become a leading provider of secure, fully automated credit card payment capabilities, including fraud control, authorization and settlement with major credit card companies, and real time transaction searching and reporting for monitoring business transactions on the Internet. ABOUT NEW FRONTIER MEDIA New Frontier Media, Inc. is a leader 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. - ------------------------------------------------------------------------------- This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company intends the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding the Company's expected financial position and operating results, its business strategy, its financing plans and the outcome of any contingencies are forward-looking statements. 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. 7 -----END PRIVACY-ENHANCED MESSAGE-----