-----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, RMiH3/p1GRAHHsv5NNNhLEvKOJ16x8LEIqeK7rpl/Fst6QN9sE8xk17YJvIz4qwH 2/lwWJ+Hb1qCFkWgO3avOQ== 0000950133-02-002069.txt : 20020520 0000950133-02-002069.hdr.sgml : 20020520 20020520171522 ACCESSION NUMBER: 0000950133-02-002069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020520 GROUP MEMBERS: BEF LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54889 FILM NUMBER: 02658132 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONN EDWARD J CENTRAL INDEX KEY: 0000922300 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036520808 MAIL ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 SC 13D/A 1 w60628sc13da.txt AMENDMENT NO. 4 TO SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31,2002 Estimated average burden hours per response......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* New Frontier Media, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 644398109 (CUSIP Number) Edward J. Bonn 15303 Ventura Blvd., Suite 1070 Sherman Oaks, CA 91403 (818) 788-0123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Thaddeus Bereday, Esq. Brobeck, Phleger & Harrison LLP 2100 Reston Parkway, Suite 203 Reston, VA 20191 (703) 621-3000 May 16, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 3 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 644398109 13D Page 2 of 3 Pages Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, dated October 27, 1999, as amended by Amendment No. 1 dated March 22, 2002, Amendment No. 2 dated March 29, 2002, and Amendment No. 3 dated April 1, 2002 (the "Statement"), filed by Edward J. Bonn and BEF, LLC, relating to the common stock, par value $.0001 per share (the "Common Stock"), of New Frontier Media, Inc., a Colorado corporation (the "Issuer"), is hereby amended as set forth below. Unless otherwise indicated, capitalized terms used herein shall have the same meanings ascribed to them in the Statement. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference, and the response to each item herein is qualified in its entirety by the provisions of such Exhibits. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: On May 16, 2002, Mr. Bonn issued a press release proposing a slate of five nominees for the board of directors of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement dated as of March 21, 2002, between Mr. Bonn and BEF (previously filed) Exhibit 11 Press release issued May 16, 2002 CUSIP No. 644398109 13D Page 3 of 3 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct. Date: May 16, 2002 /s/ Edward J. Bonn ------------------ Edward J. Bonn Date: May 16, 2002 BEF, LLC By: /s/ Edward J. Bonn ------------------ Edward J. Bonn Manager The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power or attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EX-11 3 w60628ex11.txt PRESS RELEASE ISSUED MAY 16, 2002 NEW FRONTIER MEDIA'S LARGEST SHAREHOLDER NAMES FIVE DIRECTOR NOMINEES TO PROPOSED SLATE OF DIRECTORS Distinguished Business Leaders Will Provide Experience, Guidance and Direction to New Frontier BOULDER, CO, May 16, 2002 - Edward Bonn, the largest shareholder of New Frontier Media (Nasdaq: NOOF), announced today the five initial director nominees for the slate of directors to be recommended to the shareholders of New Frontier at the Special Meeting of Shareholders by Mr. Bonn. The five nominees proposed by Mr. Bonn are: Carlton Jennings, Stephen Peary, Jerry Rubinstein, Bernard Stolar and Edward Bonn. Carlton Jennings has over 15 years of experience in international operations, communications technology and finance. He is the CEO of Quadrant Ltd (an Australian based telecommunications company), a director of a private global telecommunications fund and the former CEO of South Pacific Iridium (an Asian-Pacific satellite and multi-protocol wireless roaming telecommunications operation). Carlton has held other senior and advisory positions working with the Japanese Government (joint maritime economic zone surveillance), US Government (international program manager in Washington DC and Iceland) and with the New Zealand Government (economic protection maritime programs). He holds a BS from the United States Naval Academy, an MA (International Relations) from Georgetown and Catholic University, and an MA (International Public Policy) from Johns Hopkins University. Stephen Peary brings international experience that spans 15 years in executive and crisis management, including extensive worldwide finance experience. He is the founder and CEO of ThirdOrbit Insurance Solutions (a market-first provider of e-commerce property and liability insurance), former CEO of Liverpool & London Steamship Protection and Indemnity Association (mutual marine insurance) and former Senior Vice President of PLM International (a publicly traded transportation equipment leasing company). Stephen also has previously practiced law and headed the organized crime unit for the New England region of the Internal Revenue Service. He holds a BA from the University of Illinois-Champaign, JD from the Georgetown University Law Center and an LLM (Taxation) from Boston University. 1 Jerry Rubinstein brings extensive experience in the music distribution business. He is the current founder and Chairman of Music Imaging & Media Inc. (a background and foreground music service) and the founder and former Chairman and CEO of XTRA Music LTD. (a distributor of digital music throughout Europe, the Middle East and the former Soviet Union, which was sold to DMX/Liberty Digital) and founder and former Chairman and CEO of DMX, Inc. (digital music service, which was sold to TCI). Jerry also has held positions as a founder of a financial institution as well as with other prior ventures in the music distribution industry. He is a CPA and lawyer holding a BA from UCLA and a JD from the Loyola School of Law. Bernard Stolar has extensive experience in the interactive entertainment industry, with a variety of public and privately held companies. He was recently appointed to serve as president of BAM! Entertainment. Bernie's career includes extensive operations experience, with a particular emphasis on sales and marketing and product development. He was hired as the President of Mattel Interactive in 2000 to reorganize and sell this organization with $1 billion in sales. At Sega of America, he reorganized and implemented a plan (including the launch of Dreamcast) that resulted in a five-fold increase in Sega of America's revenues. As Executive Vice President of Sony Computer Entertainment of America, he was part of the team that launched Sony Playstation (taking Sony from no revenue to over $1 billion during his tenure). Bernie also has experience in the publishing business. Edward Bonn is New Frontier's largest shareholder and the founder of I-Gallery and two other related entities that were acquired by New Frontier in 1999. Edward has been a director of New Frontier since October 1999 and served as president of New Frontier Media from August 2000 until June 2001. He formerly has served as the Co-Chairman of Independent Entertainment Group (a service bureau and information provider), founder and President of ICOM Group (an audio text service bureau that specialized in automated credit card processing and fraud control procedures) and the founder and President of Response Telemedia (an 800/900 information and entertainment company). Edward attended the University of Oregon with a focus in International Studies and attended business and accounting classes at UCLA. "I am proud to have developed a slate of candidates with the business experience of Carlton, Jerry, Stephen and Bernie, and I am pleased to offer the opportunity for the shareholders to consider them as directors of New Frontier. These individuals will add a level of experience and objectivity that New Frontier 2 has not previously enjoyed," stated Edward Bonn. "Over the next few weeks I plan to announce the two remaining director nominee positions" continued Bonn. "As I have previously announced, I am not seeking to be the CEO of New Frontier and believe that the new directors drawn to this opportunity will do an excellent job in recruiting a CEO and team that will enhance shareholder value," stated Bonn. Mr. Bonn owns approximately 19% of the outstanding shares of New Frontier, which were acquired in 1999 in connection with New Frontier's acquisition of its Internet operations. Mr. Bonn is currently a director of New Frontier Media. Acclaim Financial Group LLC is serving as strategic advisor to Mr. Bonn and Brobeck, Phleger & Harrison LLP is serving as his legal counsel. MR. BONN HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF NEW FRONTIER MEDIA FOR USE AT A SPECIAL MEETING OF NEW FRONTIER MEDIA SHAREHOLDERS. MR. BONN STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PRELIMINARY PROXY STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTPP:\\WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN MR. BONN'S PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT, EXCEPT THAT EACH OF THE NOMINEES (OTHER THAN MR. BONN) NAMED IN THIS PRESS RELEASE MAY BE DEEMED TO BE PARTICIPANTS IN MR. BONN'S SOLICITATION AND HAVE NO INTEREST (OTHER THAN MR. PEARY WHO HOLDS 1,000 SHARES OF NEW FRONTIER MEDIA COMMON STOCK) IN NEW FRONTIER MEDIA. 3 -----END PRIVACY-ENHANCED MESSAGE-----