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UNITED STATES --------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0059
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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 (3) (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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FOR IMMEDIATE RELEASE
CONTACTS:
Todd Kehrli
Charles Messman
MKR Group, LLC
310.314.3800
212.308.4557
tkehrli@mkr-group.com
cmessman@mkr-group.com
COLORADO DISTRICT COURT ISSUES ORDER SETTING ELECTION OF
NEW FRONTIER MEDIA BOARD OF DIRECTORS AS FIRST ORDER OF BUSINESS AT
UPCOMING SHAREHOLDER MEETING
BOULDER, Colo., June 14, 2002 -- Edward Bonn, the largest shareholder of New
Frontier Media, Inc. (Nasdaq: NOOF), announced today that the Colorado District
Court in Boulder County, Colorado, issued an order yesterday requiring that New
Frontier Media hold its annual meeting of shareholders on August 20, 2002 and
that the first order of business at the meeting shall be the election of the
Board of Directors. The Court further ordered that all shareholders, including
BEF, LLC, an entity controlled by Mr. Bonn, shall be entitled to present a slate
of directors for consideration and vote by the shareholders. The Court also
ordered New Frontier Media not to postpone the annual meeting or alter the
agenda of the meeting without further order of the Court upon a showing of good
cause.
On May 29, 2002, after submitting three separate demands for a special meeting
of shareholders to vote on the election of a new Board of Directors, Mr. Bonn
filed a lawsuit in the Colorado District Court for Boulder County seeking to
compel New Frontier Media, pursuant to Mr. Bonn's repeated requests, to schedule
a shareholder meeting to consider the election to the Board of Directors of the
slate of candidates nominated by Mr. Bonn. The order signed by the Court today
is the result of Mr. Bonn's repeated efforts to set a date certain for a
shareholder vote to consider Mr. Bonn's director-nominees.
"I am delighted that I have been able to secure a court order that ensures that
the shareholders of New Frontier Media will be able to determine the future of
the Company by electing a Board of Directors of their choice," stated Mr. Edward
Bonn.
Mr. Bonn beneficially 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 and is seeking the removal of the current board of directors and
election of a new slate of directors.
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 HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN MR. BONN'S PROXY SOLICITATION IS CONTAINED IN
AMENDMENT NO. 1 TO THE PRELIMINARY PROXY STATEMENT, FILED ON JUNE 6, 2002.
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