-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYFBqkJ8NTlFXPeC8yVMMdEywSTTmdJCDitavwGhzDhhY1ih0DfOIXEEH0nms65I VCAAdzjQhfmUxJfKGYz9zg== 0001132072-02-000093.txt : 20020415 0001132072-02-000093.hdr.sgml : 20020415 ACCESSION NUMBER: 0001132072-02-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020403 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ 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: 02602200 BUSINESS ADDRESS: STREET 1: 5435 AIRPORT BLVD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034440632 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 s15-2808_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934. April 3, 2002 --------------------------------------------------- Date of Report (Date of earliest event reported) NEW FRONTIER MEDIA, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-23697 84-1084061 ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 7007 Winchester Circle, Suite 200 Boulder, Colorado 80301 (303) 444-0900 ------------------------------- (Address and telephone number of principal executive offices) with copies to: Hank Gracin, Esq. Lehman & Eilen, LLP 50 Charles Lindbergh Boulevard Suite 505 Tel: (516) 222-0888 Fax: (516) 222-0948 ITEM 5. OTHER EVENTS. On April 3, 2002, New Frontier Media, Inc. issued the attached press release in response to a request for a Special Meeting of its shareholders. ITEM 7. EXHIBITS. - ------- --------- Exhibit 99 Press Release 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. NEW FRONTIER MEDIA, INC. (Registrant) April 4, 2002 By: /S/ MARK H. KRELOFF ---------------------------------- Mark H. Kreloff, Chief Executive Officer EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- ------- ----- 99 Press Release 5 EX-99 3 s15-2808_ex99.txt PRESS RELEASE [LOGO] NEW FRONTIER MEDIA For Immediate Release Contact: Karyn L. Miller, Chief Financial Officer (303)444-0900 x102 kmiller@noof.com New Frontier Media, Inc. Responds to the Request for a Special Meeting of its Shareholders Boulder, Colorado, April 3, 2002. NEW FRONTIER MEDIA, INC., (Nasdaq: NOOF) reported today that Edward Bonn, a director of the Company, has made a public announcement that he intends to call a special meeting of the Company's shareholders. The stated purpose of the meeting is to replace the Board of Directors and to rescind the Company's Rights Plan, also known as a poison pill, that was adopted this past November. Mr. Bonn and Director Bradley A. Weber previously attempted on March 20, 2002 to remove Chief Executive Officer Mark Kreloff as CEO and to appoint a special committee headed by Mr. Bonn to operate the Company while a search was conducted for a new CEO. The Company's Board of Directors rejected Messrs. Bonn's and Weber's proposal and instead established an Independent Special Committee of the Board to investigate, among other things, the activities of Messrs. Bonn and Weber relating to their prior management of Interactive Gallery, Inc., the Company's Internet subsidiary, and whether, by their actions, they have triggered the Company's poison pill. The Independent Special Committee consists of Executive Vice President and Board member Michael Weiner, and Board members Koung Wong and Hiram J. Woo. The Independent Special Committee has retained one of the world's leading experts on matters of directors' responsibilities and corporate governance - Mr. Dennis Block of the law firm Cadwalader, Wickersham & Taft. Mark Kreloff, Chairman and Chief Executive Officer of the Company, stated "Since the Board of Directors has refused to turn the Company over to Mr. Bonn, Mr. Bonn has decided to call a special meeting to deflect the Independent Special Committee's investigation into his activities in running the Company's Internet division." Mr. Bonn is also seeking to remove the Company's poison pill even though the poison pill was adopted in November 2001 by a unanimous vote of the Board of Directors, including both Mr. Bonn and Mr. Weber. Mr. Kreloff stated "It's hard to imagine how Mr. Bonn could vote for the poison pill to protect the shareholders just a few months ago and now that Mr. Bonn and Mr. Weber may have triggered it, they want to take that protection away from the shareholders they are supposed to protect." Mr. Kreloff also stated, "It is unfortunate that Mr. Bonn and Mr. Weber have chosen to publicly debate the leadership of the Company. While the management and Board may run the Company, the shareholders are the true owners of the Company. I will therefore continue to operate the business, unimpeded by Mr. Bonn's and Mr. Weber's reckless behavior, in a manner that maximizes shareholder value. This will include a thorough investigation of their conduct while managing Interactive Gallery, Inc." This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on current expectations, estimates and projections made by management. The Company intends for the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", or variations of such words are intended to identify such forward-looking statements. All forward-looking statements made in this press release are made as of the date hereof, and the Company 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. 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. Please refer to the Company's Form 10-K and other filings with the 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 system (EDGAR) at www.sec.gov. ABOUT NEW FRONTIER MEDIA, INC. New Frontier Media, Inc. is the fastest growing distributor of Adult Entertainment today. The Company delivers the most extensive lineup of quality programming over the broadest range of electronic means including cable, satellite, Internet, Broadband and video-on-demand. The Erotic Networks(TM), the umbrella brand for the Company's subscription and pay television subsidiary, provides pay-per-view and subscription TV networks to over 26 million cable, DBS (direct broadcast satellite) and C-band households throughout North America. The Erotic Networks(TM) include Pleasure(TM), TeN(TM), ETC (Erotic Television Clips)(TM), Extasy(TM), True Blue(TM) and X-Cubed(TM). These networks represent the widest variety of editing standards available and are programmed without duplication to offer the most extensive selection of adult network programming under a single corporate umbrella. IGallery, the Company's Internet subsidiary, is a leader in the adult Internet market serving both the consumer and webmaster markets. IGallery designs and manages its own membership-based web sites for the consumer market. In addition, IGallery offers a wide range of products and services to the webmaster market. IGallery's own Internet network infrastructure enables the delivery of live and on-demand video events to millions of Internet users. For more information contact Peter Shankman, at (303) 444-0900, extension 330, and please visit our web site at www.noof.com. -----END PRIVACY-ENHANCED MESSAGE-----