SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW FRONTIER MEDIA, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) COLORADO 84-1084061 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 1050 WALNUT STREET, SUITE 301 BOULDER, COLORADO 80302 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-35337 ------------- Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Units Common Stock, $.0001 Par Value Redeemable Common Stock Purchase Warrants - -------------------------------------------------------------------------------- (Title of Class) The description of the securities to be registered hereunder found under the heading "Description of Securities -- Common Stock and -- Warrants" in the Prospectus included within the Company's Registration Statement on Form SB-2 (File Number 333-35337), as amended, is hereby incorporated by reference herein. ITEM 2. EXHIBITS A. Articles of Incorporation of the Company (filed as Exhibit 3.01 to the Company's Registration Statement on Form SB-2 (File 333-35337), as amended (the "Registration Statement"), and incorporated herein by reference). B. First Amended By-Laws of the Company (filed as Exhibit 3.06 to the Company's Registration Statement and incorporated herein by reference). C. Form of Common Stock Certificate (filed as Exhibit 4.01 to the Company's Registration Statement and incorporated herein by reference). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. NEW FRONTIER MEDIA, INC. By /s/ Mark H. Kreloff --------------------------------- Mark H. Kreloff President & CEO Dated: January 30, 1998