0000921530-05-000180.txt : 20120628
0000921530-05-000180.hdr.sgml : 20120628
20050217122659
ACCESSION NUMBER: 0000921530-05-000180
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050217
DATE AS OF CHANGE: 20050217
GROUP MEMBERS: ANDREW SANDLER
GROUP MEMBERS: SANDLER ASSOCIATES
GROUP MEMBERS: SANDLER ASSOCIATES II, L.P.
GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT
GROUP MEMBERS: SANDLER OFFSHORE FUND, INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC
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: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78039
FILM NUMBER: 05623263
BUSINESS ADDRESS:
STREET 1: 7007 WINCHESTER CIRCLE
STREET 2: SUITE 200
CITY: BOULDER
STATE: CO
ZIP: 80301
BUSINESS PHONE: 3037868700
MAIL ADDRESS:
STREET 1: 7007 WINCHESTER CIRCLE
STREET 2: SUITE 200
CITY: BOULDER
STATE: CO
ZIP: 80301
FORMER COMPANY:
FORMER CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/
DATE OF NAME CHANGE: 19970627
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC
DATE OF NAME CHANGE: 19600201
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT
CENTRAL INDEX KEY: 0001000742
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 112792496
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 45TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 2127548100
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 45TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10153
SC 13G
1
newfrontier_13g-021505.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
NEW FRONTIER MEDIA INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
644398-10-9
--------------------------------------------------------------------------------
(CUSIP Number)
February 7, 2005
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 13G Page 2 of 14
644398-10-9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Capital Management
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 510,500
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
8 SHARED DISPOSITIVE POWER
510,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.26%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 3 of 14
644398-10-9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Associates
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
625,400
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 625,400
PERSON WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,400 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.77%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 4 of 14
644398-10-9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Associates II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
31,500
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 31,500
PERSON WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,500 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.14%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 13G Page 5 of 14
644398-10-9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandler Offshore Fund, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5 SOLE VOTING POWER
424,600
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 424,600
PERSON WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,600 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.88%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 13G Page 6 of 14
644398-10-9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Sandler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,167,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
8 SHARED DISPOSITIVE POWER
1,167,400
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,400 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.18%
12 TYPE OF REPORTING PERSON
IN
CUSIP No. 13G Page 7 of 14
644398-10-9
SCHEDULE 13G
Item 1.
(a) Name of Issuer: New Frontier Media, Inc.
(b) Address of Issuer's Principal Executive Offices:
7007 Winchester Circle, Suite 200
Boulder, CO 80301
Item 2.
1. (a) Name of Person Filing: Sandler Capital Management
(b) Address of Principal Business Office, or, if none, Residence:
711 Fifth Avenue
New York, New York 10022
(c) Citizenship or Place of Organization:
Sandler Capital Management is a registered investment adviser and
general partnership organized under the laws of the State of New York.
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 644398-10-9
2. (a) Name of Person Filing: Sandler Associates ("Sandler Associates")
(b) Address of Principal Business Office, or, if none, Residence:
711 Fifth Avenue
New York, New York 10022
(c) Citizenship or Place of Organization:
Sandler Associates is a limited partnership organized under the laws of
the State of New York.
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 644398-10-9
3. (a) Name of Person Filing: Sandler Associates II, L.P.
("Sandler Associates II")
CUSIP No. 13G Page 8 of 14
644398-10-9
(b) Address of Principal Business Office, or, if none, Residence:
711 Fifth Avenue New York, New York 10022
(c) Citizenship or Place of Organization:
Sandler Associates II is a limited partnership organized under the laws
of the State of New York.
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 644398-10-9
4. (a) Name of Person Filing: Sandler Offshore Fund, Inc. ("Sandler Offshore")
(b) Address of Principal Business Office, or, if none, Residence:
711 Fifth Avenue
New York, New York 10022
(c) Citizenship or Place of Organization:
Sandler Offshore is a corporation organized under the laws of the
British Virgin Islands.
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 644398-10-9
5. (a) Name of Person Filing: Andrew Sandler
(b) Address of Principal Business Office, or, if none, Residence:
711 Fifth Avenue
New York, New York 10022
(c) Citizenship or Place of Organization: United States
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 644398-10-9
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
CUSIP No. 13G Page 9 of 14
644398-10-9
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
1. Sandler Capital Management:
(a) Amount beneficially owned: 510,500(1)(2) shares of Common Stock,
$0.0001 cents par value, of New Frontier Media, Inc. Reporting
Person is the investment adviser to Sandler Offshore and various
managed accounts.
(b) Percent of class: 2.26%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0 shares
(ii) Shared power to vote or to direct the vote:
510,500(1)(2) shares
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
510,500(1)(2) shares
2. Sandler Associates:
(a) Amount beneficially owned: 625,400 shares of Common Stock,
$0.0001 par value, of New Frontier Media, Inc.
(b) Percent of class: 2.77%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 625,400 shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition of:
625,400 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
3. Sandler Associates II, L.P.:
CUSIP No. 13G Page 10 of 14
644398-10-9
(a) Amount beneficially owned: 31,500 shares of Common Stock,
$0.0001 par value, of New Frontier Media, Inc.
(b) Percent of class: 0.14%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
31,500 shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition of:
31,500 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
4. Sandler Offshore Fund, Inc.:
(a) Amount beneficially owned: 424,600 shares of Common Stock,
$0.0001 par value, of New Frontier Media, Inc.
(b) Percent of class: 1.88%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
424,600 shares
(ii) Shared power to vote or to direct the vote: 0 shares
(iii) Sole power to dispose or to direct the disposition of:
424,600 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
5. Andrew Sandler:
(a) Amount beneficially owned: 1,167,400(2)(3) shares of Common Stock,
$0.0001 par value, of New Frontier Media, Inc. Reporting Person is
the portfolio manager of Sandler Associates, Sandler
Associates II, Sandler Offshore and various separately managed
accounts.
(b) Percent of class: 5.18%
CUSIP No. 13G Page 11 of 14
644398-10-9
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares
(ii) Shared power to vote or to direct the vote:
1,167,400(2)(3) shares
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
1,167,400(2)(3) shares
-------------------------
(1) Includes 424,600 shares of Common Stock beneficially owned by Sandler
Offshore and 85,900 shares of Common Stock beneficially owned by
separately managed accounts.
(2) The reporting person disclaims beneficial ownership of these securities
except to the extent of his/her/its equity interest therein.
(3) Includes 625,400, 31,500 and 424,600 shares of Common Stock
beneficially owned by Sandler Associates, Sandler Associates II and
Sandler Offshore, respectively, and 85,900 shares of Common Stock
beneficially owned by separately managed accounts.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
See Item 4.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A for Joint Filing Agreement.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
CUSIP No. 13G Page 12 of 14
644398-10-9
By signing below each party certifies that, to the best of his, her or
its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and dare not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 13G Page 13 of 14
644398-10-9
SIGNATURE
After reasonable 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.
Date: February 17, 2005 SANDLER CAPITAL MANAGEMENT
By: MJDM Corp., a general partner
By: /s/ Moira Mitchell
------------------------------
Name: Moira Mitchell
Title: President
Date: February 17, 2005 SANDLER ASSOCIATES
By: /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler
Title: General Partner
Date: February 17, 2005 SANDLER ASSOCIATES II, L.P.
By: /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler
Title: General Partner
Date: February 17, 2005 SANDLER OFFSHORE FUND, INC.
By: /s/ Steven Warshavsky
------------------------------
Name: Steven Warshavsky
Title: Director
Date: February 17, 2005 /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler
CUSIP No. 13G Page 14 of 14
644398-10-9
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of New Frontier Media, Inc. and that this Agreement
be included as an Exhibit to such statement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective
as of the dates set forth next to the undersigned's name.
Date: February 17, 2005 SANDLER CAPITAL MANAGEMENT
By: MJDM Corp., a general partner
By: /s/ Moira Mitchell
------------------------------
Name: Moira Mitchell
Title: President
Date: February 17, 2005 SANDLER ASSOCIATES
By: /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler
Title: General Partner
Date: February 17, 2005 SANDLER ASSOCIATES II, L.P.
By: /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler
Title: General Partner
Date: February 17, 2005 SANDLER OFFSHORE FUND, INC.
By: /s/ Steven Warshavsky
------------------------------
Name: Steven Warshavsky
Title: Director
Date: February 17, 2005 /s/ Andrew Sandler
------------------------------
Name: Andrew Sandler