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