0001104659-11-030253.txt : 20110519 0001104659-11-030253.hdr.sgml : 20110519 20110519161624 ACCESSION NUMBER: 0001104659-11-030253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110513 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110519 DATE AS OF CHANGE: 20110519 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: 11858113 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 a11-10198_48k.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

 

May 13, 2011

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:

 

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

 

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

 

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

 

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

 

 

 


 

Item 1.01  Entry into a Material Definitive Agreement.

 

On May 13, 2011, New Frontier Media, Inc.’s (the “Company”) wholly owned subsidiary, Colorado Satellite Broadcasting, Inc., a Colorado corporation (“CSB”), entered into an Amendment to Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming (the “Amendment”) with DirecTV, Inc. (“DirecTV”).  The Amendment grants DirecTV the right but not the obligation to offer additional programming Services provided by the Company to its subscribers.

 

The Amendment, with confidential portions redacted, is filed herewith.  Investors are encouraged to read the Amendment in its entirety because it contains important terms not discussed in this current report.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

99.1*

 

Amendment to Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming, dated May 13, 2011

* Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

 

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.

 

Date: May 19, 2011

 

NEW FRONTIER MEDIA, INC.

 

 

 

 

 

 

 

 

By:

/s/ Michael Weiner

 

 

Name: Michael Weiner

 

 

Title: Chief Executive Officer

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

99.1*

 

Amendment to Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming, dated May 13, 2011

* Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

 

4

 EX-99.1 2 a11-10198_4ex99d1.htm EX-99.1

Exhibit 99.1

 

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 TO AMENDED AND RESTATED

 

AFFILIATION AGREEMENT FOR DTH SATELLITE EXHIBITION

 

OF CABLE NETWORK PROGRAMMING

 

AMENDMENT, made as of this 13 day of May, 2011, by and between COLORADO SATELLITE BROADCASTING, INC., a Colorado corporation (“Programmer”), and DIRECTV, INC., a California corporation (“DIRECTV”).

 

WHEREAS:

 

A.            DIRECTV and Programmer are parties to that certain Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming dated June 15, 2010 (the “Agreement”), under which DIRECTV obtained the right to distribute certain adult programming television networks owned and operated by Programmer (each individually the “Service,” and collectively, the “Services”, as defined in Section 1.2.1 of the Agreement) via DIRECTV’s DTH Distribution System (as defined in the Agreement) in the Territory (as defined in the Agreement); and

 

B.            DIRECTV and Programmer desire to amend the Agreement so that DIRECTV may have the right, but not the obligation, to: (i) offer its customers the Service commonly known as “Penthouse TV” on a [***] basis and/or (ii) permit Programmer to include programming in the Service commonly known as “XTSY” which contains or depicts acts of the type set forth in the [***] column of Schedule I to Exhibit A of the Agreement.

 

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

 

1.                                       In the first sentence of Section 1.1.4, the reference to “PPV programming charge” shall be deleted and replaced with “programming purchase charge” and the reference to “for each PPV purchase” shall be deleted and replaced with “that such Service Subscriber purchased such Service programming via the DTH Distribution System”.

 

2.                                       The last sentence of the first paragraph of Section 1.2.1 shall be deleted and replaced with the following:

 


 

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.

 

“DIRECTV shall have the right, but not the obligation, at any time during the Term to permit the exhibition of programming on the Service commonly known as “XTSY” which contains or depicts acts of the type set forth in the [***] column of Schedule I to Exhibit A of this Agreement.  The decision whether or not to permit [***] programming on the “XTSY” Service shall be made in DIRECTV’s sole and absolute discretion.  Subject to the foregoing, the Services shall at all times be [***] the degree of explicitness of programming currently featured on [***]  such as the services currently known as  [***] (subject to the description and limitations in Exhibit A, as illustrated by the programming schedules in Exhibit C), provided, that if DIRECTV permits [***] programming on the “XTSY” Service and DIRECTV has not permitted [***] programming on such[***], the “XTSY” Service shall not be required to maintain [***] degree of programming explicitness.”

 

3.                                       The second sentence of the second paragraph of Section 1.2.1 shall be deleted and replaced with the following:

 

“Programmer represents and warrants that, unless otherwise permitted by DIRECTV as set forth in this Section 1.2.1, the Services shall reflect adult content limited to the [***] version, as described in Exhibit A and Schedule I thereto, and shall not contain or depict any acts set forth in the [***] column of Schedule I to Exhibit A, or otherwise prohibited by Exhibit A.”

 

4.                                       The first sentence of Section 1.3.2 shall be deleted in its entirety and replaced with the following:

 

“Subject to the terms and conditions of this Agreement, the terms and conditions upon which DIRECTV distributes the Service to DIRECTV Subscribers (including, without limitation, Service packaging and retail prices charged, discounts, etc.) shall be determined by DIRECTV in its sole discretion; provided that DIRECTV may offer the Service to DIRECTV Subscribers as follows: (i) on a [***] basis (a “[***]”); (ii) on a [***] basis

(each, a “PPV Offering”), and/or (iii) in a [***] (as defined in Section 4 of Exhibit B).”

 

5.                                       The first sentence of Section 2.1 shall be deleted in its entirety and replaced with the following:

 


 

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.

 

“Reports; Payments; Audit Rights.  Within [***] during the Term, DIRECTV shall furnish Programmer (i) a statement containing a report of (A) the total number of [***] as of [***]; (B) all [***] for such [***]; (C) the number of [***] (defined as the number of [***] for the Services authorized by DIRECTV for reception by DIRECTV Subscribers, net of any [***] and/or [***] subject to a [***] (as defined in Paragraph 2 of Exhibit “B”)) for the relevant [***]; and (D) the total amount of [***] (as defined in Exhibit B, attached hereto, and made part hereof) for the relevant [***] and (ii) payment of the License Fees for the relevant [***], calculated pursuant to Section 2.2 and Exhibit B.”

 

6.                                       The reference to “PPV Offerings” in the first sentence of Section 5.2.5 shall be deleted and replaced with “PPV Offerings and/or [***]”.

 

7.                                       Section 5.2.12 shall be deleted in its entirety and replaced with the following:

 

“the Services, and all programming provided as part thereof, Programmer provides DIRECTV hereunder (A) is not intended to be obscene and, to the best of Programmer’s knowledge after diligent review, would not be found to be obscene in any jurisdiction in the Territory, and (B) complies with and, at all times that this Agreement is in effect, shall comply with the description and associated restrictions set forth in the definition of “Service” and “Services” in Section 1.2.1, Exhibit A and Schedule I thereto, including, without limitation, Programmer represents and warrants that the Services shall reflect adult content limited to the [***] type, as described in Schedule I, and shall not, unless otherwise permitted by DIRECTV as set forth in Section 1.2.1, contain or depict any acts set forth in the [***] column thereof;”

 

8.                                       The second sentence of the second paragraph of Exhibit A shall be deleted and replaced with the following:

 

“It is understood and acknowledged by Programmer that the Services may contain acts of the type listed on Schedule I to this Exhibit A under the heading [***] unless otherwise permitted by DIRECTV as set forth in Section 1.2.1.”

 

9.                                       The fourth paragraph of Exhibit A shall be deleted and replaced with the following:

 


 

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.

 

“[***] situations may be presented on the Services as a matter of course; however, there shall be no depiction of any [***] acts in the  [***] of Schedule I hereof except such acts as are also included in the  [***], unless otherwise permitted by DIRECTV as set forth in Section 1.2.1.

 

10.                                 The reference to [***] in the first sentence of Section 1 of Exhibit B shall be deleted and replaced with “[***]”.

 

11.                                 The first full paragraph in Section 1 of Exhibit B shall be deleted and replaced with the following:

 

“[***]”

 

12.                                 The reference to “[***]” in Section 3 of Exhibit B shall be deleted and replaced with “[***]”.

 

13.                                 Except as defined in this Amendment, capitalized terms used shall have the same meaning ascribed to them under the Agreement.  Except as modified by this Amendment, the parties hereby ratify and confirm the Agreement in all respects.

 

14.                                 This Amendment may be executed in several counterparts, each of which shall be deemed an original and all such counterparts together shall constitute but one and the same instrument.  The parties also agree that this Amendment shall be binding upon the faxing by each party of a signed signature page thereof to the other party.  If such a faxing occurs, the parties agree that they will each also immediately post, by Federal Express, a fully executed original counterpart of the Amendment to the other party.

 

Signature Page Follows

 


 

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, the undersigned parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year first written above.

 

 

 

DIRECTV, INC.

 

 

 

 

 

By:

/s/ Toby Berlin

 

 

Name: Toby Berlin

 

 

Title: Vice President, Programming Acquisitions

 

 

 

 

 

 

 

COLORADO SATELLITE BROADCASTING, INC.

 

 

 

 

 

By:

/s/ Michael Weiner

 

 

Name: Michael Weiner

 

 

Title: Chief Executive Officer