-----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, S2wpHnlL13PRTM7Z5pEMLjotPzX9W/nULuTwXmkxDqa5tTIbLxMB4p5m4FQWqYm1 nZQR0v2vri1xkZPkUMbryw== 0001104659-08-061952.txt : 20081003 0001104659-08-061952.hdr.sgml : 20081003 20081003172822 ACCESSION NUMBER: 0001104659-08-061952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080929 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081003 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: 081107610 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 a08-23173_28k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 29, 2008

 

New Frontier Media, Inc.

(Exact name of Registrant as specified in its charter)

 

Colorado

 

000-23697

 

84-1084061

(State or other

 

(Commission

 

(I.R.S. Employer

Jurisdiction

 

File Number)

 

Identification No.)

of incorporation)

 

 

 

 

 

 

 

 

 

7007 Winchester Circle, Suite 200, Boulder, Colorado

 

80301

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number: (303) 444-0900

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)           On September 29, 2008 the employment agreements with each of Messrs. Michael Weiner, Chief Executive Officer, Ira Bahr, Chief Operating Officer, Ken Boenish, President, Scott Piper, Chief Information Officer, Grant Williams, Chief Financial Officer, and  Marc Callipari, General Counsel, were amended and restated.  No changes were made to their respective base salaries and the impact on their annual executive compensation packages contemplated to be awarded thereunder is immaterial.  Such amended and restated employment agreements, among other things, (i) combine into one document for each officer all of the provisions of each respective agreement that were previously contained in a number of separate amendments entered into over the several years that each has been in effect, (ii) conform among the several agreements the different phraseology being used for provisions intended to have the same meaning and to correct minor typographical errors, all of which were clarified for consistency and accuracy, and (iii) include provisions inadvertently omitted from some of the agreements that were included in others.  For example, the agreements with Messrs. Callipari and Piper were amended to include provisions analogous to the other officers providing for the possibility of payment of additional compensation and benefit continuation in the event of a termination of employment by the officer for good reason following a change in control, and all of the agreements were amended to clarify that the additional compensation and benefit continuation could be awarded following a change of control in the event of a termination without cause.  As conformed, each of the officers is entitled to salary and benefit continuation for the greater of the remaining term of the agreements and 18 months (24 months in the case of Mr. Weiner), in each instance subject to compliance with Section 409A of the internal revenue code of 1986, as amended.  The term of Mr. Callipari’s agreement was also extended to April 30, 2010 to conform with the termination dates of the agreements with Messrs. Piper and Williams, and the bonus provisions contained in Mr. Boenish’s agreement were amended to conform to those of Mr. Bahr’s previously disclosed agreement for the final two years of his term.

 

No other changes were made to the foregoing employment agreements, which remain in full force and effect as otherwise previously disclosed.  The full text of each of the amended and restated employment agreements will be filed with the Securities and Exchange Commission as an exhibit to the Company’s next Form 10-Q.  Investors are encouraged to review the full text of the agreements when they become available.

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on as its behalf by the undersigned hereunto duly authorized.

 

 

 

NEW FRONTIER MEDIA, INC.

 

 

 

 

Date:  October 3, 2008

By:

/s/ Michael Weiner

 

 

Michael Weiner, CEO

 

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