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 11, 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.)

6000 Spine Road, Suite 100, Boulder, CO 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:

o    Written communication 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 CFR 240.14d-2(b))

o    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 August 11, 2011, our wholly owned subsidiary, Colorado Satellite Broadcasting, Inc., a Colorado corporation (“CSB”), entered into an amendment (the “Amendment”) to its Satellite Capacity Lease (as amended to date, the “Lease”) with Transponder Encryption Services Corporation (“TESC”), which Lease governs the terms for the distribution of CSB programming to customers of the DISH Network through video channel capacity leased from TESC.  The Amendment permits TESC to terminate the Lease or one or more of the programming services offered pursuant to the Lease for convenience upon 30 days advance written notice to CSB. CSB has not received any such notice of termination and management believes that all of CSB’s programming services currently provided under the Lease will continue to be offered through the remainder of the stated Lease term, or October 31, 2013.  All other terms and conditions in the Lease as in effect immediately prior to the Amendment remain in full force and effect thereafter. The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.  Investors and other interested parties are encouraged to read the Amendment in its entirety because it contains important terms.

Cautionary Statements regarding Forward Looking Statements

This current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The forward-looking statements are based on current expectations, estimates and projections made by management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes’’, “seeks”, “estimates”, or variations of such words are intended to identify such forward-looking statements.  For example, our expectation that our current services will continued to be offered through the remainder of the stated Lease term is a forward-looking statement.  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.  All forward-looking statements made in this press release are made as of the date hereof, and the Registrant assumes no obligation to update the forward-looking statements included in this news release whether as a result of new information, future events, or otherwise. Please refer to the Registrant’s most recent annual report on Form 10-K and subsequent periodic reports and other filings with the Securities and Exchange Commission (“SEC”) for additional information regarding risks and uncertainties, including, but not limited to, the risk factors listed from time to time in such SEC reports.  Copies of these filings are available through the SEC’s electronic data gathering analysis and retrieval (EDGAR) system at www.sec.gov.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Amendment to Satellite Capacity Lease, dated August 11, 2011

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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 its behalf by the undersigned hereunto duly authorized.

Date: August 16, 2011	NEW FRONTIER MEDIA, INC.
	By:	/s/ Michael Weiner
	Name:  Michael Weiner
	Title: Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Amendment to Satellite Capacity Lease, dated August 11, 2011

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EX-99.1

Exhibit 99.1

THIRD AMENDMENT TO THE
SATELLITE CAPACITY LEASE

This Third Amendment (“Fourth Amendment”), effective as of August 5, 2011 (the “Fourth Amendment Effective Date”), hereby amends the Satellite Capacity Lease by and between COLORADO SATELLITE BROADCASTING, INC. a Colorado Corporation (“Network”) and TRANSPONDER ENCRYPTION SERVICES CORPORATION (“TESC”) dated as of the 24th day of October, 2006, as amended by that certain First Amendment to the Satellite Capacity Lease dated October 4, 2007, that certain Second Amendment to the Satellite Capacity Lease dated March 13, 2008 and that certain Third Amendment to the Satellite Capacity Lease dated July 28, 2009 (collectively, the “Lease”). Except as otherwise indicated herein, capitalized terms used in this Fourth Amendment shall have the same meaning ascribed to such terms in the Lease.

In consideration of the mutual covenants set forth herein, and for other valuable consideration, the sufficiency of which is hereby acknowledged, Network and TESC agree as to amend the Lease as follows:

1.Amendment to the Lease. As of the Fourth Amendment Effective Date and for the remainder of the Term, Section 2 of the Lease is hereby amended by deleting the first sentence of such Section 2, as amended, in its entirety and inserting the following new sentence therefor:

“This lease shall commence on the Effective Date and, unless terminated sooner in accordance with the provisions hereof, shall expire on October 31, 2013 (the “Term”); provided that, in addition to and not in limitation of the termination rights set forth elsewhere in this Lease, TESC may terminate this Lease, either in total or with respect to one or more of the Programming Service for any reason or no reason in its sole discretion upon thirty (30) days prior written notice to Network.”

2.Integrated Agreement. Except to the extent that such terms and conditions are amended by or are otherwise in conflict with the provisions of this Fourth Amendment, all of the terms and conditions set forth in the Lease shall remain in full force and effect. In the event of any conflict between the provisions of the Lease and the provisions of this Fourth Amendment, the provisions of the latter shall prevail. Subject to the foregoing, this Fourth Amendment and the Lease (including all other amendments, addenda, schedules and exhibits thereto) shall be deemed one and the same document, and references in the Lease to the “Lease” shall be deemed to refer to the Lease as amended by this Fourth Amendment.

3.Counterparts. This Fourth Amendment may be executed in separate counterparts, each of which when executed and delivered (including without limitation via facsimile or pdf transmission) will be deemed an original and all of which together will constitute the same agreement and will be binding upon TESC and Network.

[Remainder of page intentionally left blank; signature page follows]

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THE PARTIES, INTENDING TO BE LEGALLY BOUND, HAVE DULY EXECUTED THIS FOURTH AMENDMENT TO BE EFFECTIVE AS OF THE DATE FIRST SET FORTH ABOVE:

TRANSPONDER ENCRYPTION SERVICES CORPORATION		COLORADO SATELLITE BROADCASTING, INC.
By:	/s/ Ira Bahr	By:	/s/ Michael Weiner
Name:	Ira Bahr	Name:	Michael Weiner
Title:	President	Title:	CEO
Date:	8/11/11	Date:	8-10-11

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