UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
New Frontier Media, Inc.
(Name of Subject Company)
New Frontier Media, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
644398109
(CUSIP Number of Class of Securities)
Alan L. Isaacman
Chairman of the Board
6000 Spine Road, Suite 100
Boulder, Colorado 80301
(303) 444-0900
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)
With copies to:
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Keith E. Gottfried, Esq. 950 F Street, N.W. Washington, DC 20004-1404 |
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Scott A. Berdan, Esq. Holland & Hart LLP One Boulder Plaza 1800 Broadway, Suite 300 Boulder, CO 80302-5234 (303) 473-2700 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 1 to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by New Frontier Media, Inc., a Colorado corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 29, 2012, relating to the tender offer by Flynt Broadcast, Inc. (“Merger Sub”), a Colorado corporation and wholly-owned subsidiary of LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), pursuant to which Merger Sub has offered to purchase all of the outstanding shares of the Company’s common stock at a price per share equal to (1) $2.02, net to the seller in cash, without interest and subject to any required withholding taxes, and (2) one contingent right per Company share of common stock, which shall represent the contractual right to receive a contingent cash payment (as such term is defined in the Contingent Payment Rights Agreement in the form attached to the Merger Agreement as Exhibit A), upon the terms and conditions set forth in the Offer to Purchase dated October 29, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be supplemented or amended from time to time, collectively, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on October 29, 2012.
Item 9. Exhibits
The exhibit table in the Schedule 14D-9 appearing in Item 9 is amended and supplemented as follows:
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Exhibit |
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Description |
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(a)(11) |
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Investor FAQS, issued by the Company, incorporated by reference to the Schedule 14D-9 filed by the Company on October 17, 2012, as supplemented on November 6, 2012. |
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(a)(16) |
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Notice of Stock Option Cancellation sent to Company option holders on November 6, 2012. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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NEW FRONTIER MEDIA, INC. | ||
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By: |
/s/ GRANT WILLIAMS | |
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Name: |
Grant Williams |
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Title: |
Chief Financial Officer |
Dated November 6, 2012
Supplement to Exhibit (a)(11)
On November 6, 2012, the following, which supplements the Investor FAQs incorporated by reference into the Company’s Schedule 14D-9 filed on October 29, 2012 from the Company’s Schedule 14D-9 filed on October 17, 2012, was added to the Investor FAQs on the Company’s website:
What do I do with my stock options?
You do not need to take any action at this time with respect to your stock options. If and when the Merger closes, all stock options outstanding at that time, whether or not exercisable, will be canceled. All company stock options outstanding that have exercise prices that are greater than the Merger Consideration (as defined in the Merger Agreement) will be canceled and no payment will be due to the stock option holder. Any company stock options outstanding that have exercise prices that are less than the Merger Consideration (as defined in the Merger Agreement) will be canceled and a cash payment shall be due to the stock option holder pursuant to the terms of the Merger Agreement.
Exhibit (a)(16)
NEW FRONTIER MEDIA, INC.
NOTICE OF STOCK OPTION CANCELLATION
You are a holder of an outstanding stock option (the “Option”) to purchase shares of common stock of New Frontier Media, Inc. (the “Company”). The option was previously granted to you under one of the following equity incentive plans of the Company: 1998 Incentive Stock Plan, 1999 Incentive Stock Plan, Millennium Incentive Stock Option Plan, 2001 Incentive Stock Plan, 2007 Incentive Stock Plan, 2010 Incentive Stock Plan (each, a “Plan” and collectively, the “Plans”).
Pursuant to the Agreement and Plan of Merger entered into on October 15, 2012 (the “Merger Agreement”) by and among LFP Broadcasting, LLC, Flynt Broadcast, Inc., and the Company, and as expressly contemplated and permitted under each of the Plans of the Company in the context of a merger transaction, at the Effective Time (as defined in the Merger Agreement) of the merger contemplated by the Merger Agreement (the “Merger”), each Option to acquire shares of the Company’s common stock that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, will be cancelled and converted into the right to receive a cash payment, without interest, in an amount equal to the excess, if any, of the common stock share value, as determined in accordance with the Merger Agreement, over the exercise price per share as reflected in your agreement governing your Option. In the event, however, that, at the Effective Time of the Merger the exercise price per share as reflected in your agreement governing your stock Option is equal to or greater than the per share value of the common stock as determined in accordance with the Merger Agreement, your stock Option will, pursuant to the Merger Agreement and in accordance with the applicable Plan and award agreement governing your Option, be automatically cancelled without consideration and have no further force or effect.
Accordingly, and in either instance as described above, as of the Effective Time of the Merger your stock Option will be immediately and automatically terminated in connection with the Merger and your stock Option will thereafter be of no further force or effect.
If you are entitled to a cash payment for your stock Option because the exercise price per share as reflected in the agreement governing your stock Option is at the Effective Time less than the per share value of the common stock as determined in accordance with the Merger Agreement, you will receive payment promptly after the completion of the Merger. No further action is required with respect to your stock Option.
This document is a notice only of the effect that the Merger will have on your Option under the Merger Agreement and the Plan and related award agreement governing your Option. Again, no further action is required by you with respect to your stock Option, regardless of whether you will be eligible to receive a cash payment for your stock Option after the Merger Agreement.
Please feel free to contact Grant Williams at (303) 444-0900 x2185 if you have any questions regarding these matters.
Notice to Investors
This notice is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy Shares of the Company is being made pursuant to an offer to purchase and related materials that LFP Broadcasting, LLC and Flynt Broadcast, Inc. have filed with the SEC. LFP Broadcasting, LLC and Flynt Broadcast, Inc. have filed a tender offer statement on Schedule TO with the SEC, and the Company has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are being sent free of charge to all shareholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) are available at no charge from the SEC through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents are also available by contacting Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 (for information by telephone: Banks and Brokers Call Collect: (212) 750-5833; All Others Call Toll-Free: (888) 750-5834). In addition, shareholders will be able to obtain a free copy of these documents from the Company by contacting Marc Callipari, Chief Legal Officer, New Frontier Media, Inc., 6000 Spine Road, Suite 100, Boulder, Colorado 80301, (303) 444-0900; mcallipari@noof.com.