SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported): April 14, 1997.
NEW FRONTIER MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-27494-FW 84-1084061
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(State of (Commission File (IRS Employer I.D.
Incorporation) Number) Number)
1050 Walnut Street, Suite 301
Boulder, Colorado 80302
(303) 444-0632
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(Address and telephone number of
principal executive offices)
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Item 5. Other Events.
On April 14, 1997, New Frontier Media, Inc. (the "Company") executed a
letter of intent to acquire certain assets and services of Fifth Dimension
(Barbados) Inc., 1043133 Ontario Inc., Merlin Sierra, Inc. and Fifth Dimension
Communications (1996) Corporation (collectively referred to as "the Sellers").
The assets to be acquired include equipment, leases, rights, programming,
trademarks and proprietary rights, subscriber and vendor lists, and 1-800
telephone numbers. The purchase price for the assets and services is $ 7.9
million, consisting of $3.5 in cash, a 3-year note for $ 1.0 million, and up to
840,000 shares of the Company's common stock. The Company has also agreed to
issue warrants to purchase 400,000 shares of the common stock of the Company, at
the market price, to the Sellers. Please see the letter of intent, filed
herewith as Exhibit 27.1.
On July 14, 1997, the Company executed a letter of intent with Centex
Securities Incorporated, La Jolla, California ("Centex"), whereby Centex has
agreed to undertake a public offering of $7.5 million of the Company's common
stock on a firm commitment basis. The primary purpose of this underwriting is to
fund the asset and services acquisition set forth above. Please see the Centex
letter of intent, filed herewith as Exhibit 27.2.
Item 8. Exhibits.
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27.1 Letter of intent among the Company and the Sellers.
27.2 Letter of intent between the Company and Centex
Securities Inccorpoated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEW FRONTIER MEDIA, INC.
(Registrant)
July 18, 1997 By: /S/ MARK H. KRELOFF
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Mark H. Kreloff, Chief Executive
Officer
July 18, 1997 By: /S/ SCOTT WUSSOW
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Scott Wussow, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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27.1 Letter of Intent among the Company 5
and the Sellers.
27.2 Letter of Intent between the Company 14
and Centex Securities Incorporated.