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0001104659-10-053324.txt : 20101022
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20101022171121
ACCESSION NUMBER: 0001104659-10-053324
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20101022
DATE AS OF CHANGE: 20101022
EFFECTIVENESS DATE: 20101022
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: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-170103
FILM NUMBER: 101137871
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
S-8
1
a10-19602_1s8.htm
S-8
As filed with the Securities and Exchange Commission
on October 22, 2010
File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
New Frontier Media, Inc.
(Exact name of registrant as specified in its charter)
Colorado
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84-1084061
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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7007 Winchester Circle, Suite 200
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Boulder, Colorado
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80301
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(Address of Principal Executive Offices)
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(Zip Code)
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NEW FRONTIER MEDIA, INC.
2010 EQUITY INCENTIVE PLAN
(Full title of the plan)
Marc Callipari, Esq.
General Counsel
New Frontier Media, Inc.
7007 Winchester Circle, Suite 200
Boulder, Colorado 80301
(Name and address of agent for service)
Copy to:
Scott A. Berdan, Esq.
Holland & Hart, LLP
One Boulder Plaza
1800 Broadway, Suite 300
Boulder, Colorado 80302
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.
Large accelerated
filer o
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Accelerated filer
o
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Non-Accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting
company x
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CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered
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Amount to be
registered(1)
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Proposed maximum
offering price per share(2)
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Proposed maximum
aggregate offering price(2)
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Amount of
registration fee(2)
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Common Stock, $.0001 par value per share, and Series A Junior
Participating Preferred Stock purchase rights(3)
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1,250,000
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$
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1.74
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$
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2,175,000
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$
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155.08
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(1) Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), this registration statement covers, in addition to the number of shares
of common stock shown above, an indeterminate number of shares of common stock
that, by reason of certain events specified in the New Frontier 2010 Equity
Incentive Plan (e.g., anti-dilution adjustments),
may become subject to such plan.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and
457(h) under the Securities Act on the basis of the average of the high
and low prices reported for the registrants common stock on The NASDAQ Stock
Market on October 18, 2010.
(3) Attached
to each share of common stock is one Series A Junior Participating
Preferred Stock purchase right (each, a Right and collectively, the Rights),
which entitles the holder thereof, when exercisable, to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock
of the Company. Until the occurrence of certain events, the Rights are not
exercisable, are evidenced only by the certificates for the common stock, and
will be transferred only together with such common stock. Because no separate consideration is paid for
such Rights, the registration fee for such Rights is included in the fee for
the common stock registered hereby.
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Annual
Plan Information.*
*
The documents containing the information specified in Part I of this registration
statement on Form S-8 (this Registration Statement) will be sent or
given to participants in the New Frontier Media, Inc. 2010 Equity
Incentive Plan (the Plan) as specified by Rule 428(b)(1) under the
Securities Act. Such documents will not
be filed with the Securities and Exchange Commission (the Commission), either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II
of Form S-8, taken together, constitute the prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
Item 3. Incorporation of Documents by Reference.
The
following documents and all other documents subsequently filed with the
Commission by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to
the filing of a post-effective amendment that indicates that all of the shares
of common stock offered hereunder have been sold or that deregisters all such
shares of common stock then remaining unsold, are hereby incorporated by
reference in this Registration Statement and are deemed to be a part of this
Registration Statement from the date of filing of such documents:
(a) The
registrants annual report filed on Form 10-K for its fiscal year ended March 31,
2010, filed with the Commission on June 11, 2010 (File No.: 000-23697), as
amended by the registrants amended annual report filed on Form 10-K/A for
its fiscal year ended March 31, 2010, filed with the Commission on September 3,
2010 (File No.: 000-23697);
(b) The
registrants definitive proxy statement filed on Schedule 14A with the
Commission on July 16, 2010 (File No.: 000-23697);
(c) The
description of the registrants Rights contained in the registrants
registration statement on Form 8-A filed with the Commission on December 6,
2001 (File No.: 000-23697), as such description has been amended by the filing
of the Registrants amendment to the registration statement on Form 8-A/A
filed with the Commission on October 3, 2008 (File No.: 000-23697),
including any subsequent amendment or report filed with the Commission for the
purpose of updating such description;
(d) The
description of the registrants common stock as set forth in the registrants
registration statement on Form 8-A filed with the Commission on January 30,
1998 (File No.: 000-23697), including any subsequent amendment or report filed
with the Commission for the purpose of updating such description;
(e) The
registrants quarterly report on Form 10-Q for its fiscal quarter ended June 30,
2010, filed with the Commission on August 6, 2010 (File No.: 000-23697);
and
(f) The
registrants current reports on Form 8-K to the extent filed with (and not
furnished to) the Commission on July 12, 2010 (File No.: 000-23697), August 25,
2010 (File No.: 000-23697), September 3, 2010 (File No.: 000-23697), and October 12,
2010 (File No.: 000-23697).
Any
statement contained in a document incorporated or deemed to be incorporated by
reference shall be deemed to be modified or superseded to the extent that a
statement contained in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such prior
statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
registration statement, except as so modified or superseded.
2
To
the extent that any proxy statement is incorporated by reference herein, such
incorporation shall not include any information contained in such proxy
statement that is not, pursuant to the Commissions rules, deemed to be filed
with the Commission or subject to Section 18 of the Exchange Act.
Item 4. Description of Securities.
Not
Applicable.
Item 5. Interests of Named Experts and Counsel.
Not
Applicable.
Item 6. Indemnification of Directors and Officers.
Colorado
Business Corporation Act
The
Colorado Business Corporation Act, as amended (the CBCA), permits a
corporation to indemnify its directors and officers made party to a proceeding
if (a) such person conducted himself or herself in good faith; and (b) such
person reasonably believed (i) in the case of conduct in his or her
official capacity with the corporation, that such conduct was in the
corporations best interests; and (ii) in all other cases, that such
conduct was at least not opposed to the corporations best interests; and (c) in
the case of any criminal proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful.
Unless limited by a corporations articles of incorporation, the CBCA
provides for mandatory indemnification of directors and officers who are wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which such director of officer was a party, against reasonable expenses
incurred by such person in connection with the proceeding. The registrants
Amended and Restated Articles of Incorporation, as amended (the Articles) do
not contain a contrary provision. The
CBCA permits a corporation to indemnify and advance expenses to officers,
employees, fiduciaries or agents who are not directors, to a greater extent
than directors if not inconsistent with public policy, and if provided for by
the corporations bylaws, general or specific action of its board of directors
or shareholders, or contract. The CBCA
limits the indemnification that a corporation may provide to its directors in
two material respects: a corporation may not indemnify a director (i) in a
derivative action in which the director is adjudged liable to the corporation;
or (ii) in any proceeding in which the director is adjudged liable on the
basis that the director derived an improper personal benefit.
Amended
and Restated Articles of Incorporation, as Amended
The
registrants Articles provide that the registrant may indemnify directors,
officers, employees, fiduciaries and agents of the registrant in third party
and derivative proceedings if such person acted in good faith and in a manner
he or she reasonably believed to be in the best interests of the registrant
and, with respect to any criminal action, had no reasonable cause to believe
his or her conduct was unlawful. The
registrant is not permitted to indemnify any director, officer, employee,
fiduciary or agent with respect to any derivative claim, issue or matter as to
which such person has been adjudicated to be liable for negligence or
misconduct in the performance of his or her duty to the registrant unless and
only to the extent that the court in which such action or suit was brought
determines upon application that such person is fairly and reasonably entitled
to indemnification for such expenses that such court deems proper. Additionally, expenses (including attorney
fees) incurred in defending a civil or criminal action, suit or proceeding may
be paid by the registrant in advance of the final disposition of any such
action upon receipt of an undertaking by or on behalf of the director, officer,
employee, fiduciary or agent to repay such amount unless it is ultimately
determined that he or she is entitled to be indemnified by the registrant as
authorized in the registrants Articles.
Amended
and Restated Bylaws
The
registrants Amended and Restated Bylaws (the Bylaws) provide that, subject
to the CBCA, and as may be expressly limited by the registrants Articles, the
registrant shall indemnify any person: (a) made a party to
3
any
proceeding (other than an action by, or in the right of, the registrant) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the registrant, or is or was serving at the registrants request as a
director, officer, employee or agent of another corporation, or other
enterprise; or (b) who was or is a party to any proceeding by or in the
right of the registrant, to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the
registrant or is or was serving at the request of the registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Such indemnification by its terms is mandatory in
all circumstances in which indemnification is permitted by law. Further, under
the Bylaws, the registrant may make any other or further indemnification or
advancement of expenses of any of the directors, officers, employees or agents
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his or her official capacity and to action in
another capacity while holding such office, subject to limitations of the CBCA
or as to any transaction wherein a director derived an improper personal
benefit. The Bylaws permit a corporation
to indemnify officers, employees, fiduciaries or agents who are not directors
to a greater extent than directors if not inconsistent with public policy, and
if provided for by specific action of its board of directors or shareholders,
or contract.
Executive
Employment Agreements
The registrant has entered
into employment agreements with its executive officers, each of whom is set
forth on the registrants definitive proxy statement on Schedule 14A filed with
the Commission on July 16, 2010, under the caption Executive Officers of
the Registrant. Under such employment
agreements, the registrant has agreed to defend and indemnify such executives
from and against all criminal and civil claims for acts within the scope of
such executives duties, to the maximum extent allowed by law, but excluding
acts of gross negligence or willful misconduct.
Additionally, the registrant shall pay all attorneys fees and costs
related to any actual or threatened legal action against such executive as such
fees and costs arise. The registrant
shall also maintain directors and officers insurance that covers the
executive officers for all acts within the scope of his duties, but excluding
acts of gross negligence or willful misconduct.
Item 7. Exemption from Registration Claimed.
Not
Applicable.
Item 8. Exhibits.
Exhibit
No.
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Exhibit Description
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4.01
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Form of
common stock certificate (incorporated by reference to Exhibit 4.01 to
Registration Statement on Form SB-2 (File No.: 333-35337) filed with the
Commission on September 10, 1997)
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4.02
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Amended
and Restated Rights Agreement between the registrant and Corporate Stock
Transfer, Inc. (incorporated by reference to Exhibit 4.01 to
Current Report on Form 8-K (File No.: 000-23697) filed with the
Commission on August 1, 2008)
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4.03
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Form of
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, together with the related Rights Certificate
(included as Appendices A and B to the Amended and Restated Rights Agreement
incorporated by reference herein as Exhibit 4.02)
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5.01
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Opinion of Holland & Hart LLP
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23.01
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Consent of Holland & Hart LLP (contained
in its opinion filed herewith as Exhibit 5.01)
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23.02
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Consent of Grant Thornton LLP, Independent
Registered Public Accounting Firm
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24.01
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Power of Attorney (included on the signature
page to this registration statement)
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4
99.01
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New Frontier Media, Inc. 2010 Equity
Incentive Plan (incorporated by reference to Appendix B to the registrants
definitive proxy statement filed with the SEC under cover of Schedule 14A on
July 16, 2010 (File No. 000-23697))
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Item 9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof;
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
5
against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
6
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Boulder, State of Colorado, on October 22, 2010.
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NEW
FRONTIER MEDIA, INC.
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By:
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/s/
MICHAEL WEINER
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Name:
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Michael
Weiner
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Title:
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Chief
Executive Officer
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7
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Michael Weiner and Marc Callipari, jointly and
severally, each in his or her own capacity, as true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to sign, execute and file with the Commission (or any other
governmental or regulatory authority), for us and in our names in the
capacities indicated below, this registration statement on Form S-8
(including all amendments thereto) with all exhibits and any and all documents
required to be filed with respect thereto, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and to perform each
and every act and thing necessary or desirable to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes
as he himself or she herself might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
/s/
MICHAEL WEINER
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October 22, 2010
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Name:
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Michael
Weiner
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Title:
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Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
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/s/
GRANT WILLIAMS
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October 22, 2010
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Name:
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Grant
Williams
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Title:
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Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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/s/
MELISSA HUBBARD
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October 22, 2010
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Name:
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Melissa
Hubbard
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Title:
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Director
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/s/
ALAN ISAACMAN
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October 22, 2010
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Name:
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Alan
Isaacman
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Title:
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Director
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/s/
DAVID NICHOLAS
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October 22, 2010
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Name:
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David
Nicholas
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Title:
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Director
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/s/
WALTER TIMOSHENKO
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October 22, 2010
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Name:
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Walter
Timoshenko
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Title:
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Director
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/s/
HIRAM WOO
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October 22, 2010
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Name:
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Hiram
Woo
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Title:
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Director
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8
EXHIBIT INDEX
Exhibit
No.
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Exhibit Description
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4.01
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Form of
common stock certificate (incorporated by reference to Exhibit 4.01 to
Registration Statement on Form SB-2 (File No.: 333-35337) filed with the
Commission on September 10, 1997)
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4.02
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Amended
and Restated Rights Agreement between the registrant and Corporate Stock
Transfer, Inc. (incorporated by reference to Exhibit 4.01 to
Current Report on Form 8-K (File No.: 000-23697) filed with the
Commission on August 1, 2008)
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4.03
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Form of
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, together with the related Rights Certificate
(included as Appendices A and B to the Amended and Restated Rights Agreement
incorporated by reference herein as Exhibit 4.02)
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5.01
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Opinion of Holland & Hart LLP
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23.01
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Consent of Holland & Hart LLP (contained
in its opinion filed herewith as Exhibit 5.01)
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23.02
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Consent of Grant Thornton LLP, Independent
Registered Public Accounting Firm
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24.01
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Power of Attorney (included on the signature
page to this registration statement)
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99.01
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New Frontier Media, Inc. 2010 Equity
Incentive Plan (incorporated by reference to Appendix B to the registrants
definitive proxy statement filed with the SEC under cover of Schedule 14A on
July 16, 2010 (File No. 000-23697))
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9
EX-5.01
2
a10-19602_1ex5d01.htm
EX-5.01
Exhibit 5.01
October 22, 2010
Board
of Directors
New
Frontier Media, Inc.
7007
Winchester Circle, Suite 200
Boulder,
Colorado 80301
Re: Registration Statement on Form S-8
Ladies
and Gentlemen:
We
are acting as counsel to New Frontier Media, Inc., a Colorado corporation
(the Company), in connection with its registration statement on Form S-8
(the Registration Statement) filed with the Securities and Exchange
Commission relating to the proposed public offering of up to 1,250,000 shares
of the Companys common stock, $0.0001 par value per share (the Shares),
issuable under the New Frontier Media, Inc. 2010 Equity Incentive Plan
(the Plan). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection
with the Registration Statement.
For
purposes of this opinion letter, we have examined copies of the following
documents:
1. An executed copy of the
Registration Statement on Form S-8.
2. A copy of the Plan, as
certified by the Secretary of the Company on the date hereof as being complete,
accurate and in effect.
3. The Amended and Restated
Articles of Incorporation, as amended, of the Company (the Articles of
Incorporation), as certified by the Secretary of State of the State of
Colorado on October 21, 2010 and by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
4. The Amended and Restated
Bylaws of the Company, as certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
5. An executed copy of the
Amended and Restated Rights Agreement, dated as of August 1, 2008 (the Rights
Agreement), between the Company and Corporate Stock Transfer, Inc., as
Rights Agent (the Rights Agent), that provides for Series A Junior
Participating Preferred Stock purchase rights to be issued with the common
stock (the Rights).
6. The form of Rights
Certificate (the Rights Certificate), as certified by the Secretary of the
Company on the date hereof as being complete and accurate.
7. The Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of New Frontier Media, Inc. (the Certificate of
Designation), certified by the Secretary of the Company on the date hereof as
being complete and accurate.
8. Resolutions of the Board of
Directors of the Company adopted (i) at a meeting of the Board of
Directors held on June 29, 2010, and (ii) by unanimous written
consent dated October 21, 2010,
each as certified by the Secretary of the Company on the date hereof as
being complete, accurate and in effect, relating to the adoption of the Plan
and the approval of the Registration Statement.
9. A report of the inspectors
of election at the annual meeting of shareholders of the Company held on August 23,
2010, as certified by the Secretary of the Company on the date hereof as being
complete and accurate, relating to the approval of the Plan by the Companys
shareholders.
10. An officers certificate of
the Company, dated as of the date hereof, as to certain facts relating to the
Company.
In
our examination of the aforesaid documents, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents, and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). We also have assumed that the
Rights Agreement has been duly authorized, executed and delivered by the Rights
Agent, and that the members of the Board of Directors of the Company have acted
in a manner consistent with their fiduciary duties as required under applicable
law in adopting the Rights Agreement. In rendering this opinion, we have relied
as to certain factual matters on information obtained from public officials,
officers of the Company and other sources believed by us to be responsible.
This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
This
opinion letter is based as to matters of law solely on the Colorado Business
Corporation Act, as amended. We express no opinion herein as to any other laws,
statutes, ordinances, rules or regulations. As used herein, the term Colorado
Business Corporation Act, as amended includes the statutory provisions
contained therein, all applicable provisions of the Colorado Constitution and
reported judicial decisions interpreting these laws.
Based
upon, subject to and limited by the foregoing, we are of the opinion that, as
of the date hereof, the Shares have been duly authorized by all necessary
corporate action on the part of the Company and, following (i) effectiveness
of the Registration Statement; (ii) issuance and delivery of the Shares in
the manner contemplated by the Plan; and (iii) receipt by the Company of
the consideration for the Shares specified in the resolutions adopted by the
Board of Directors of the Company, the Shares will be validly issued, fully
paid and nonassessable; and, as of the date hereof, upon issuance the Shares
will be accompanied by the associated Rights.
It
should be understood that the opinion above concerning the Rights does not
address the determination that a court of competent jurisdiction may make
regarding whether the Board of Directors of the Company would be required to
redeem or terminate, or take other action with respect to, the Rights at some
future time based on the facts and circumstances existing at that time and that
our opinion above addresses the Rights and the Rights Agreement in their
entirety and not any particular provision of the Rights or the Rights Agreement
and that it is not settled whether the invalidity of any particular provision
of a rights agreement or of rights issued thereunder would result in
invalidating in their entirety such rights.
This
opinion letter has been prepared solely for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of
this opinion letter.
We
hereby consent to the filing of this opinion letter as Exhibit 5.01 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an expert within the meaning of the Securities Act of 1933, as amended.
|
Very
truly yours,
|
|
|
|
/s/
Holland & Hart LLP
|
|
|
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HOLLAND &
HART LLP
|
EX-23.02
3
a10-19602_1ex23d02.htm
EX-23.02
EXHIBIT 23.02
Consent
of Independent Registered
Public
Accounting Firm
We
have issued our report dated June 11, 2010, with respect to the
consolidated financial statements included in the Annual Report of New Frontier
Media, Inc. on Form 10-K for the year ended March 31, 2010,
which is incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/Grant
Thornton LLP
Denver,
Colorado
October 22, 2010
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