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

August 19, 2010

Date of Report (Date of earliest event reported)

New Frontier Media, Inc.

(Exact Name of Registrant as Specified in Charter)

Colorado	000-23697	84-1084061
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

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:

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On August 19, 2010, Colorado Satellite Broadcasting, Inc., a Colorado corporation (“CSB”) and wholly owned subsidiary of New Frontier Media, Inc., a Colorado corporation (the “Registrant”), entered into Amendment Five to Adult VOD License Agreement (the “Fifth Amendment”) with Comcast Cable Communications, LLC (“Comcast”), which Fifth Amendment the parties agreed would be deemed to be effective as of August 18, 2010.  The Fifth Amendment extends the term of the original agreement entered into by the parties on October 18, 2002, as previously amended.

On August 19, 2010, CSB also entered into Amendment Two to the Pleasure Service License Agreement (the “Service Amendment”) with Comcast, which Service Amendment the parties agreed would be deemed to be effective as of August 18, 2010.  The Service Amendment extends the term of the original agreement entered into by the parties on November 16, 2000, as previously amended, expands pricing and provides for the potential provision of additional services by CSB as the supplier of certain programming distributed by Comcast.

The Fifth Amendment and the Service Amendment (collectively, the “Amendments”), with confidential portions redacted, are filed herewith.  Investors are encouraged to read the Amendments in their entirety because they contain important terms.

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

(e)On August 23, 2010, the stockholders of the Registrant approved the Registrant’s 2010 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to continue to further the growth and development of the Registrant by affording an opportunity for equity ownership or other bonus awards to selected employees and directors of the Registrant and its affiliates who are responsible for the conduct and management of its business or who are involved in endeavors significant to its success.  The Registrant has reserved for issuance under the Plan 1,250,000 shares of common stock of the Registrant, par value $.0001, inclusive of any shares available for grant under any of the Registrant’s prior equity incentive plans. Persons eligible to participate in the Plan include all employees and directors of the Registrant. The Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, bonus stock, and other stock awards, or any combination thereof, to eligible individuals. The terms of the awards will be subject to the provisions in an award agreement, which will be consistent with the terms of the Plan. In no event may an award be granted pursuant to the Plan on or after June 29, 2020.

A more detailed description of the terms and conditions of the Plan is set forth in the Registrant’s Proxy Statement for the 2010 Annual Meeting of the Stockholders of the Registrant as filed with the Securities and Exchange Commission on July 16, 2010 (the “Proxy Statement”) under the caption “Proposal Two — Approval of the Company’s 2010 Equity Incentive Plan,” which description is incorporated herein by reference.  The full text of the Plan is attached as Appendix B to the Proxy Statement and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On August 23, 2010, the Registrant held its 2010 annual meeting of shareholders, at which the following matters were voted upon and approved by the Registrant’s shareholders:  (1) the election of six members to the Board of Directors; (2) the approval of the New Frontier Media, Inc. 2010 Equity Incentive Plan; and (3) the ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2011.

The following is a summary of the voting results for each matter presented to the shareholders:

1.Election of Directors:

Director Name	Votes For	Votes Withheld	Broker Non-Votes
Michael Weiner	10,792,347	176,611	5,221,966
Melissa Hubbard	10,800,344	168,614	5,221,966
Alan Isaacman	5,877,010	5,091,948	5,221,966
David Nicholas	10,629,478	339,480	5,221,966
Hiram J. Woo	10,610,044	358,914	5,221,966
Walter Timoshenko	10,617,134	351,824	5,221,966

2

2.Approval of New Frontier Media, Inc. 2010 Equity Incentive Plan:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
9,105,698	1,842,948	20,312	5,221,966

3.Ratification of the Selection of Grant Thornton LLP:

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
15,969,445	206,438	15,041	0

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	New Frontier Media, Inc. 2010 Equity Incentive Plan (incorporated by reference to the Registrant’s definitive proxy statement filed with the SEC under cover of Schedule 14A on July 16, 2010 (File No. 000-23697))
99.2#	Amendment Five to Adult VOD License Agreement
99.3#	Amendment Two to the Pleasure Service License Agreement

# Denotes confidential treatment has been requested as to portions of exhibit.  Such portions have been redacted and filed separately with the SEC.

3

SIGNATURE

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.

Date: August 25, 2010	NEW FRONTIER MEDIA, INC.
	By:	/s/ Michael Weiner
	Name:	Michael Weiner
	Title:	Chief Executive Officer

4

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	New Frontier Media, Inc. 2010 Equity Incentive Plan (incorporated by reference to the Registrant’s definitive proxy statement filed with the SEC under cover of Schedule 14A on July 16, 2010 (File No. 000-23697))
99.2#	Amendment Five to Adult VOD License Agreement
99.3#	Amendment Two to the Pleasure Service License Agreement

# Denotes confidential treatment has been requested as to portions of exhibit.  Such portions have been redacted and filed separately with the SEC.

5

EX-99.2

Exhibit 99.2

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

AMENDMENT FIVE TO ADULT VOD LICENSE AGREEMENT

This Amendment Five to Adult VOD License Agreement (this “Amendment”), effective as of the 18th day of August, 2010, by and between the Colorado Satellite Broadcasting, Inc., a subsidiary of New Frontier Media, Inc. (“CSB”) and Comcast Cable Communications, LLC (“Comcast”), amends the Adult VOD License Agreement, dated October 18, 2002, as previously amended, between CSB and Comcast (the “Agreement”) as set forth below.

1.Certain Defined Terms.  Capitalized terms not defined herein shall have the meaning set forth with respect thereto in the Agreement.

2.Section 2 of the Agreement.  Section 2 of the Agreement is hereby amended and replaced in its entirety with the following:

“2.           Term.  The initial term of this Agreement shall be effective as of the date hereof and shall continue through and including [***], unless earlier terminated in accordance with the terms and conditions of this Agreement (the “Initial Term”).  On the expiration of the Initial Term this Agreement shall automatically renew for successive [***] renewal terms unless: (i) earlier terminated in accordance with the terms and conditions of this Agreement or (ii) Affiliate gives Network notice electing to terminate this Agreement at least [***] prior to the expiration of the Initial Term and/or the then-current renewal term, if any.  The Initial Term, together with any renewal term(s), if any, shall be referred to herein as the ‘Term.’”

3.No Further Modifications.  Except to the extent expressly stated herein, the Agreement, all terms and conditions set forth therein thereto shall remain unmodified and in full force and effect, and such terms and conditions shall be incorporated by reference in and applicable to this Amendment.

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

IN WITNESS WHEREOF, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties have caused this Amendment to be duly executed below.

COLORADO SATELLITE
BROADCASTING, INC.
By:	/s/ Ken Boenish
Name: Ken Boenish
Title: President
COMCAST CABLE COMMUNICATIONS, LLC
By:	/s/ Jennifer T. Gaiski
Name: Jennifer Tryon Gaiski
Title: Senior Vice President of Content Acquisition

EX-99.3

Exhibit 99.3

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

Amendment Two to the

Pleasure Service License Agreement

This Amendment Two to the Pleasure Service License Agreement (“Amendment Two”), made and entered into on this 18th day of August, 2010 (“Amendment Two Effective Date”) hereby amends in accordance with the terms and conditions set forth below that certain Pleasure Service License Agreement dated November 16, 2000 (the “Original Agreement”) by and between Colorado Satellite Broadcasting, Inc. (“CSB” or “Network”) and Comcast Cable Communications, LLC, as successor-in-interest to Comcast Programming and Comcast Holdings Corporation (“Comcast” or “Affiliate”), as previously amended effective February 28, 2005 (the “Amendment One,” and collectively with the Original Agreement, the “Agreement”).  Except as otherwise indicated herein, capitalized terms used in this Amendment Two shall have the same meaning as set forth in the Agreement.

In consideration of the mutual covenants set forth herein, and for other valuable consideration, the sufficiency of which is hereby acknowledged, CSB and Comcast agree as follows:

1.Comcast Offices.  The address of Comcast’s offices as set forth in the first paragraph of the Original Agreement and Amendment One is hereby deleted and replaced as follows: “One Comcast Center, 17th and JFK Boulevard, Philadelphia, PA 19103.”

2.Definitions.

a.Pleasure Service; Service.  For clarity, the following programming services shall be deemed included in the terms the “Pleasure Service,” “Service” and the “Pleasure Services” or “Pleasure Service(s)” as used in the Agreement and this Amendment Two, and each of the following programming services shall, individually, be referred to as a “Pleasure Service”:  [***] and any replacement programming service for any of the foregoing.  Network shall provide Comcast at least [***] prior written notice of any change to the name and/or branding of any Pleasure Service.

b.Additional Definitions.  The following paragraphs shall be added to the end of Section 2 of the Agreement.

“l.  Adult Linear Service:  Each [***] adult (i.e., received or that is generally recognized in the media industry as having a rating of [***]) linear programming service; provided that “Adult Linear Service” shall not include:  (i) the programming services known as [***], (ii) any adult programming service(s) distributed by [***]

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

and/or (iii) any programming service that includes adult programming on a [***] basis.

m.  [***]:  [***].

3.Section 3(b) of the Agreement.  Section 3(b) of the Agreement is hereby amended to include the following at the end of Section 3(b):

“Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, Affiliate shall not have any obligation to [***] the Pleasure Service(s) and any System may [***] any Pleasure Service(s) at any time [***].  Notwithstanding the foregoing, in the event that a [***] receives [***], such [***] shall refund to Network the applicable pro rata portion (based on the proportion of the number of days of carriage prior to such [***] to the [***] period) of such [***] if such [***] any Pleasure Service(s) during the [***] period following launch of such Pleasure Service(s), except in the event that such [***] is in connection with a force majeure event, a material breach by Network of the terms and/or conditions of the Agreement and/or Amendment Two, and/or Network’s failure to deliver the Pleasure Service(s) in accordance with the terms and conditions of this Agreement and/or Amendment Two.”

4.Section 4(c) of the Agreement.  Section 4(c) of the Agreement is hereby amended and replaced in its entirety with the following:

“c.  Subject to the terms and conditions of Sections 4.a. and 4.b. above, Network shall, at Network’s own expense, provide earth station receivers and/or other equipment as shall be necessary to enable the Systems to receive, descramble, transmit and deliver to Demand Purchasers the signals comprising the Pleasure Service(s).  The video signals delivered to Demand Purchasers shall be securely scrambled by the Systems.”

5.Section 6 of the Agreement.

a.Section 6(d) of the Agreement.  Section 6(d) of the Agreement is hereby amended to include the following at the end of Section 6(d):

“For clarity, the following shall not be included in calculations of any Demand Purchase(s) and/or Demand Purchaser(s) for the purposes of this Agreement: [***]. For further clarity, [***] as used in this Agreement shall be [***] attributable to the purchase or sale of the applicable Pleasure Service(s) or any portion thereof.”

2

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

b.Additional Subsections.  The following paragraphs shall be added to the end of Section 6 of the Agreement:

“g.  Notwithstanding anything to the contrary, for each System that [***] then-currently available via such System with the Pleasure Service(s) (each such System, a “[***]”), in consideration for the receipt and continuing distribution of the Pleasure Services and the rights granted in this Agreement and in lieu of any other Pleasure Service Charge, fees or rates for such Pleasure Services set forth in the Agreement:

i.              Affiliate shall pay [***] generated from Demand Purchases of any Pleasure Service via such [***];

ii.             [***]”

6.Section 7 of the Agreement.  Section 7 of the Agreement is hereby deleted and replaced in its entirety as follows:

“7.  [***].

a.             [***].

b.             Network shall provide on [***] basis, within [***] of the end of each [***] during the term of this Agreement, a certification executed by an executive officer of Network certifying Network’s compliance with the provisions of this Section 7 for such [***].”

7.Section 12 of the Agreement.  Section 12 of the Agreement is hereby deleted and replaced in its entirety with the following:

“12.  TERM OF AGREEMENT.

a.             The initial term of this Agreement shall commence on November 16, 2000 and shall end on [***] unless earlier terminated in

3

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act.  Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

accordance with the terms and conditions hereof (the “Initial Term”).

b.             On the expiration of the Initial Term this Agreement shall automatically renew for successive [***] renewal terms unless: (i) earlier terminated in accordance with the terms and conditions of this Agreement or (ii) Affiliate gives Network notice electing to terminate this Agreement at least [***] prior to the expiration of the Initial Term and/or the then-current renewal term, if any. The Initial Term, together with any renewal term(s), if any, shall be referred to herein as the ‘Term.’”

8.Integrated Agreement.  All the terms and conditions set forth in the Agreement shall remain in full force and effect and are hereby incorporated by reference herein and made applicable hereto, except to the extent that such terms and conditions are modified by or in conflict with the provisions of this Amendment Two, in which case this Amendment Two shall prevail.  Subject to the foregoing, this Amendment Two and the Agreement (including all other amendments, addenda, schedules and exhibits thereto) shall be deemed one in the same document.

The parties, intending to be legally bound, have duly executed this Amendment Two as of the Amendment Two Effective Date set forth above:

Comcast Cable Communications, LLC		Colorado Satellite Broadcasting, Inc.
By:	/s/ Jennifer T. Gaiski	By:	/s/ Ken Boenish
Name:	Jennifer Tryon Gaiski	Name:	Ken Boenish
Title:	Senior Vice President of Content Acquisition	Title:	President

4