-----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, LeKEbWiFSwaPIlUy/X/DFvYBZwkMfR2hWgX08Gvj4Cea5sx+nPpTfMgV5+WtCZ8x rTidwReUh/IqCOOt+fY/Mw== 0001132072-02-000163.txt : 20020614 0001132072-02-000163.hdr.sgml : 20020614 20020614131052 ACCESSION NUMBER: 0001132072-02-000163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020610 ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020614 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: 02679100 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 s11-2941_8k.txt FORM 8-K 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 Date of Report (Date of earliest event reported): June 10, 2002. NEW FRONTIER MEDIA, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 33-27494-FW 84-1084061 - ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 7007 Winchester Circle Suite 200 Boulder, Colorado 80301 (303) 444-0632 ------------------------------- (Address and telephone number of principal executive offices) Item 6. Resignation of Registrant's Directors. On June 10, 2002, New Frontier Media, Inc. (the "Registrant") received a letter from Director Bradley A. Weber, dated June 7, 2002, stating that he had resigned from the Registrant's Board of Directors "effective today, June 6, 2002 [sic]". Mr. Weber indicated that his decision to resign was based on several factors, including that he disagreed with the Company's strategic direction and that he viewed the majority of the Board of Directors as being contentious. Mr. Weber specifically requested that his resignation and the reasons therefore be disclosed on a Current Report on Form 8-K and that his letter be filed as an Exhibit to such Report. The Registrant believes that Mr. Weber's description of his disagreement with the Registrant is incorrect, incomplete and self-serving. The Registrant believes that Mr. Weber is resigning from the Board in an attempt to make it appear that he and Director Edward J. Bonn are no longer acting as a group in seeking control of the Registrant, which actions may have triggered the Registrant's Rights Agreement (commonly referred to as a poison pill). The Registrant also believes that Mr. Weber's true disagreement with the Registrant derives from the lawsuit filed by the Company against Mr. Bonn and Mr. Weber. Mr. Weber stated in his resignation letter that the current proxy fight arose from a "discussion between Board members regarding redirection and falling stock value," and that the Registrant's lawsuit against Mr. Weber and Mr. Bonn lacks a "real basis in fact," and was a result of Mr. Weber's efforts to "vocalize genuine concerns." The Registrant believes that these statements are incorrect. The current proxy fight initiated by Mr. Bonn stems not from discussions between Board members regarding redirection of the Registrant's business, but rather Mr. Bonn's and Mr. Weber's attempts to cause the Board to discharge Chief Executive Officer Mark H. Kreloff, after less than 15 minutes of discussion, at a Special Meeting of the Board held on March 20, 2002. After the Registrant's Board rejected Messrs. Bonn's and Weber's proposal and instead established an Independent Special Committee to investigate, among other things, the activities of Messrs. Bonn and Weber relating to their prior management of Interactive Gallery, Inc., the Registrant's Internet subsidiary, and whether, by their actions, they triggered the Registrant's Rights Plan, Mr. Bonn notified the Company he would seek to replace the Board of Directors and rescind the Company's Rights Plan. And it was not Mr. Weber's efforts to "vocalize genuine concerns" which resulted in the filing of a complaint against Mr. Bonn and Mr. Weber. Rather, it was the findings of the Independent Special Committee, after conducting a thorough investigation, which resulted in the Company's lawsuit against Mr. Bonn and Mr. Weber, alleging fraud and breach of fiduciary duty in connection with their prior management of Interactive Gallery, Inc., and their sale of Interactive Gallery, Inc. to the Company in 1999. Item 7(c) Exhibits. - ------- --------- 17.1 Bradley A. Weber Letter of Resignation, dated June 7, 2002. 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. June 14, 2002 NEW FRONTIER MEDIA, INC. (Registrant) By: /s/ MARK H. KRELOFF ------------------------ Mark H. Kreloff, Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- --------- ------- 17.1 Bradley A. Weber Letter of Resignation, 5 dated June 7, 2002 4 EX-17 3 s11-2941_ex171.txt EXHIBIT 17.1 EXHIBIT June 7, 2002 Board of Directors 7007 Winchester Circle Suite 200 Boulder, CO 80301 Gentlemen: This letter confirms my resignation from the Board of Directors (the "Board") of New Frontier Media, Inc. (the "Company") effective today, June 6, 2002. My decision to resign is based on several factors, including, but not limited to, the following: 1. I disagree with the strategic direction of the Company, and particularly the contentious nature of the majority of the Board. The contentious nature is reflected in the fact that a discussion between Board members regarding redirection and falling stock value has resulted in and fostered the current proxy fight between directors. 2. My efforts to assist in vocalizing genuine concerns, as a representative of the interest of the shareholders, were not responded to and resulted in a series of hostile press releases and the filing of a complaint against me, none of which had any real basis in fact. The result of these actions detracted from the ability of Management and the Board to see to the business of the Company, and prevented the shareholders from voicing a complaint. I am unwilling to maintain a position as an elected representative of the shareholders with a Board unwilling to represent shareholder interests. Pursuant to the instructions to Item 6 of Form 8-K, I hereby request that my resignation and the reasons for my resignation be disclosed on Form 8-K, to be filed on a timely basis, and that this letter be filed as an Exhibit to such Form 8-K. Sincerely /s/ Bradley A. Weber --------------------------- Bradley A. Weber -----END PRIVACY-ENHANCED MESSAGE-----