UNITED STATES
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
October 27, 2011
Date of Report (Date of earliest event reported)
New Frontier Media, Inc.
(Exact Name of Registrant as Specified in Charter)
Colorado | | 000-23697 | | 84-1084061 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
6000 Spine Road, Suite 100, Boulder, CO 80301
(Address of principal executive offices)
(303) 444-0900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Modifications to Rights of Security Holders.
On October 27, 2011, the board of directors of New Frontier Media, Inc. authorized the company to amend its Amended and Restated Rights Agreement, dated August 1, 2008, which governs the terms of the company’s preferred stock purchase rights registered under Section 12 of the Securities Exchange Act of 1934, as amended, with Corporate Stock Transfer, Inc., as rights agent, to extend the Final Expiration Date (as defined in the Rights Agreement) from December 21, 2011 to December 21, 2014. The amendment became effective on October 31, 2011, pursuant to the terms of the Amendment to Amended and Restated Rights Agreement filed herewith as Exhibit 3.01.
The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the amendment filed herewith, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Exhibit Description |
3.01 | | Amendment to Amended and Restated Rights Agreement |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 31, 2011 | NEW FRONTIER MEDIA, INC. |
| |
| | |
| By: | /s/ Michael Weiner |
| Name: Michael Weiner |
| Title: Chief Executive Officer |
3
EXHIBIT INDEX
Exhibit No. | | Exhibit Description |
3.01 | | Amendment to Amended and Restated Rights Agreement |
4
