New Frontier Media, Inc. |
(Name of Issuer) |
Common Stock, $0.0001 Par Value |
(Title of Class of Securities) |
644398109 |
(CUSIP Number) |
Richard Stride Longkloof Limited c/o Stonehage Trust Holdings (Jsy) Ltd No 2, The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH (tel): +44 1534 823 077 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 9, 2012 |
(Date of Event which Requires Filing of this Statement) |
Explanatory Note
The purpose of this Amendment No. 4 (the “Amendment”) to Schedule 13D relating to shares of common stock, $0.0001 par value per share (the “Shares”), of New Frontier Media, Inc. (the “Issuer”) is to amend and update certain information set forth in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 22, 2010, as amended by Amendment No. 1 filed on September 27, 2010, Amendment No. 2 filed on February 24, 2011 and Amendment No. 3 filed on January 17, 2012 (the “Amended Filing”). Except as described herein, the information contained in the Amended Filing has not been updated or amended. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Amended Filing.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On March 9, 2012, Longkloof sent a letter (the “March 9 Letter”) to the Board of Directors of the Issuer, pursuant to which Longkloof made an offer to acquire all of the outstanding Shares not beneficially owned by Longkloof for $1.35 per Share in cash, subject to the terms and conditions specified in the March 9 Letter. In the March 9 Letter, Longkloof also confirmed its commitment to protecting the value of its investment in the Issuer and noted that it was prepared to pursue any and all actions available to it in order to ensure that it maximizes stockholder value.
The foregoing description of the March 9 Letter is qualified in its entirety by reference to the full text of the March 9 Letter, a copy of which is attached hereto as Exhibit II and is incorporated herein by reference.
Also on March 9, 2012, Longkloof issued a press release (the “March 9 Press Release”) announcing that it had sent the March 9 Letter to the Board of Directors of the Issuer. A copy of the March 9 Press Release is attached hereto as Exhibit III and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit II The March 9 Letter
Exhibit III The March 9 Press Release
Longkloof Limited, a Jersey limited liability company | |||
Dated: March 12, 2012 | By: | /s/ Beamont (Directors) Limited, | |
a Jersey incorporated entity, corporate director | |||
By: | /s/ Cora Binchy | ||
Name: | Cora Binchy | ||
Title: | Director of the corporate director | ||
By: | /s/ Karen Oliver | ||
Name: | Karen Oliver | ||
Title: | Director of the corporate director | ||
Mile End Limited, a British Virgin Islands limited liability company | |||
Dated: March 12, 2012 | By: | /s/ Chaumont (Directors) Limited, | |
a British Virgin Islands company, corporate director | |||
By: | /s/ Karen Oliver | ||
Name: | Karen Oliver | ||
Title: | Director of the corporate director | ||
By: | /s/ Cora Binchy | ||
Name: | Cora Binchy | ||
Title: | Director of the corporate director |