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

June 27, 2012

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 June 27, 2012, the Fifth Amendment, dated May 16, 2012 (the “Fifth Amendment”), to our Satellite Capacity Lease (as amended to date, the “Lease”) between Transponder Encryption Services Corporation (“TESC”) and our wholly owned subsidiary, Colorado Satellite Broadcasting, Inc., a Colorado corporation (“CSB”), became effective. The Lease governs the terms for the distribution of CSB programming to customers of the DISH Network through video channel capacity leased from TESC.  The Fifth Amendment, among other things, revises the pricing terms and programming specifications applicable to the Lease. All other terms and conditions in the Lease as in effect immediately prior to the Fifth Amendment remain in full force and effect thereafter.

The Fifth Amendment is filed, with confidential portions redacted, as an exhibit to this Current Report on Form 8-K. A copy of the Lease is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.  Investors are encouraged to read the Lease and the Fifth Amendment in their entirety because they contain important terms not discussed in this current report.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1*	Fifth Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation.

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

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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: July 3, 2012	NEW FRONTIER MEDIA, INC.
	By:	/s/ Marc Callipari
	Name:	Marc Callipari
	Title:	Chief Legal Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1*	Fifth Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation.

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

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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 the Exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

FIFTH AMENDMENT TO

SATELLITE CAPACITY LEASE

This Fifth Amendment (“Fifth Amendment”), made and entered into as of May 16, 2012 and effective as of November 16, 2011 (the “Fifth Amendment Effective Date”), by and between COLORADO SATELLITE BROADCASTING, INC. (“Network”) and TRANSPONDER ENCRYPTION SERVICES CORPORATION (“TESC”). Network and TESC may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties previously entered into that certain Satellite Capacity Lease dated October 24, 2006, as amended by that certain First Amendment dated October 4, 2007, that certain Second Amendment dated March 13, 2008, that certain Third Amendment dated July 28, 2009, and that certain Fourth Amendment dated August 5, 2011 (collectively, the “Lease”); and

WHEREAS, the Parties desire to amend the Lease in accordance with the terms contained herein;

NOW, THEREFORE, in consideration of the mutual benefits conferred upon the Parties and for other good and valuable consideration, the sufficiency of which is hereby mutually acknowledged, the Parties agree to amend the Lease as follows:

1.Capitalized Terms. Except as expressly set forth in this Fifth Amendment, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease.

2.Rescission. Upon execution of this Fifth Amendment, this Fifth Amendment expressly supersedes and renders null and void ab initio that certain Fifth Amendment to Satellite Capacity Lease dated on or about November 2011 by and between the parties.

3.Section 3.1.2 (Rent). Section 3.1.2 of the Lease is hereby deleted in its entirety and replaced with the following:

“3.1.2  Rent.  As consideration for the lease of satellite capacity by TESC to Network, and subject to the offset rights granted to TESC pursuant to Section 3.1.1 above, TESC shall pay Network for each Reporting Period (as such term is defined in Section 3.1.3 below) [***] of Subscription Revenues (as such term is defined in Section 3.1.4 below) and [***] of Single Purchase Revenues (as such term is defined in Section 3.1.5 below).”

4.Exhibit A (Programming Schedule).  Exhibit A of the Lease is hereby deleted in its entirety and replaced with the attached Exhibit A, which is hereby incorporated by reference.

5.Integration; Conflicts. This Fifth Amendment and the Lease set forth the Parties’ entire agreement with respect to the subject matter hereof and thereof.  Except as expressly modified by this Fifth Amendment, each and every term and condition set forth in the Lease, and each Party’s rights and obligations thereunder, shall remain in full force and effect in accordance with its terms.  In the event of a conflict between any term or condition set forth in this Fifth Amendment and any term or condition of the Lease, the terms and conditions of this Fifth Amendment shall govern and prevail.

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 the Exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

6.Counterparts. This Fifth Amendment may be executed in separate counterparts, each of which when executed and delivered (which execution and delivery may take place 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.

IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed by their duly authorized officers as of the Fifth Amendment Effective Date.

TRANSPONDER ENCRYPTION SERVICES CORPORATION		COLORADO SATELLITE BROADCASTING, INC
By:	/s/ JBW	By:	/s/ Michael Weiner
Name:	J.B.W.	Name:	Michael Weiner
Title:		Title:	Chief Executive Officer

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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 the Exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

EXHIBIT A

Programming Schedule

The Programming Services consist of four (4) video channels of unedited adult-oriented programming, which is largely comprised of feature films and videos.  The Programming Services are currently identified as:

1.The “XTSY” Channel which has an [***] rating.

2.The “Freaky” Channel which has an [***] rating.

3.The “Juicy” Channel which has an [***] rating.

4.Effective as of May 16, 2012, the “Cheap Thrills” Channel which has an [***] rating.

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