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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549
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SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ] Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
New Frontier Media, Inc.
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(Name of Registrant as Specified In Its Charter)
Edward J. Bonn
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Contact: Todd Kehrli
MKR Group, LLC
(310) 314 - 3800
FOR IMMEDIATE RELEASE
LARGEST SHAREHOLDER OF NEW FRONTIER MEDIA SUBMITS
DEMAND FOR SPECIAL MEETING OF SHAREHOLDERS
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HOLDER OF OVER 19% OF OUTSTANDING SHARES SEEKS REMOVAL OF BOARD OF
DIRECTORS AND ELIMINATION OF "POISON PILL" ANTI-TAKEOVER DEVICE
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BOULDER, CO, April 2, 2002 - Edward Bonn, the largest shareholder of New
Frontier Media (NASDAQ: NOOF), announced today that he has submitted a demand
for a special meeting of the shareholders. Bonn, who is a director of New
Frontier Media and owns approximately 19% of the Company's outstanding shares,
is seeking a shareholder vote on the following matters:
-Removal of the current Board of Directors of New Frontier Media and
election of a new slate of directors; and
-Removal of the "Poison Pill" anti-takeover device previously adopted
by New Frontier Media.
"As the largest shareholder of New Frontier Media, I am taking this action today
in an effort to address the important issues facing New Frontier and its
shareholders," stated Edward Bonn. "I believe it is essential for New Frontier
Media to identify and retain a new CEO and have an independent board to
successfully execute on a business plan that will yield value for all
shareholders. The potential for New Frontier Media is significant, but current
management over the past several years has demonstrated that they are not
qualified to undertake such an initiative. Under the supervision of a newly
constituted Board of Directors, I will encourage the Board to engage in a
process to identify and retain a new CEO and executive management team that is
better suited to help New Frontier Media realize its full potential.
"The traditional methods of corporate governance normally used to accomplishing
these required changes have met with resistance and delay," continued Mr. Bonn.
"The time has come to effect the necessary changes through the vote of the
shareholders -- those who have the most at stake. While I
will also attempt to continue to work with the existing Board to address these
important issues, after careful consideration of the shareholders' interests, I
believe it is appropriate to begin this process to permit the shareholders to
exercise their will. The shareholders have the most to lose from continued
ineffective management and the most to gain from a well executed plan -- their
interests must be paramount in this process, along with the interests of
employees and customers."
New Frontier Media, Inc. is a distributor of adult entertainment, utilizing
various electronic means of distribution.
Mr. Edward Bonn owns approximately 19% of the outstanding shares of New
Frontier, most of 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 PRESENTLY PLANS TO FILE 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 THE SPECIAL MEETING. MR. BONN
STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO READ THE PROXY STATEMENT
WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. WHEN FILED,
THE PRELIMINARY PROXY STATEMENT WILL BE 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 WILL BE CONTAINED IN THE PRELIMINARY PROXY STATEMENT.
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