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.
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(Exact name of registrant as specified in its charter)
Colorado 84-1084061
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
5435 Airport Blvd., Suite 100, Boulder, CO 80301
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(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 to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of class)
Exhibit Index is on Page 5
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 29, 2001 the Board of Directors of NEW FRONTIER MEDIA,
INC., a Colorado corporation (the "Company") declared a dividend distribution of
one Right for each outstanding share of Company Common Stock to stockholders of
record at the close of business on December 21, 2001 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock") at a purchase price of $10 per Unit, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Corporate Stock Transfer, Inc., as
Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the outstanding shares of Common
Stock after November 29, 2001 (the "Stock Acquisition Date"), other than as a
result of repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other stockholders or (ii) 10 business days (or such
later date as the Board shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender or transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City time) on December 21, 2011, unless such date
is extended or the Rights are earlier redeemed or exchanged by the Company as
described below.
If there were to be a Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date, and thereafter the separate Rights certificates alone
will represent the Rights. Except as otherwise determined by the Board, only
shares of Common Stock issued prior to the Distribution Date will be issued with
Rights.
In the event that a person becomes an Acquiring Person, except pursuant
to an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair and not inadequate to and to otherwise be in the
best interests of the Company and its stockholders, after receiving advice from
one or more investment banking firms (a "Qualified Offer"), each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
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(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $10 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following the event
set forth in the preceding paragraph would entitle its holder to purchase $20
worth of Common Stock (or other consideration, as noted above) for $10. Assuming
that the Common Stock had a per share value of $5 at such time, the holder of
each valid Right would be entitled to purchase 4 shares of Common Stock for $10.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Qualified Offer), (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-thousandth of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time until 10 days following the Stock Acquisition Date, the
Company, acting by resolution of its Board of Directors (which resolution shall
be effective only if it is approved by a majority of the Continuing Directors,
as defined in the Rights Agreement), may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the action of
the Board ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $0.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
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exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Company, acting by resolution of its Board of Directors (which resolution shall
be effective only if it is approved by a majority of the Continuing Directors),
prior to the Distribution Date. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Company, acting by resolution of its
Board of Directors (which resolution shall be effective only if it is approved
by a majority of the Continuing Directors), in order to cure any ambiguity, to
make changes which do not adversely affect the interests of holders of Rights,
or to shorten or lengthen any time period under the Rights Agreement. The
foregoing notwithstanding, no amendment may be made at such time as the Rights
are not redeemable.
As of November 28, 2001, there were 21,162,938 shares of Common Stock
of the Company outstanding and no shares of Common Stock of the Company in the
treasury. Each share of Common Stock of the Company outstanding at the close of
business on December 21, 2001, will receive one Right. So long as the Rights are
attached to the Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be deemed to
be delivered for each share of Common Stock issued or transferred by the Company
in the future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when it
issues Common Stock only if the Board deems it to be necessary or appropriate,
or in connection with the issuance of shares of Common Stock pursuant to the
exercise of stock options or under employee plans or upon the exercise,
conversion or exchange of certain securities of the Company. Thirty Thousand
shares of Preferred Stock are initially reserved for issuance upon exercise of
the Rights.
The number and kind of shares and the purchase price of the shares
covered by each Right and the number of Rights outstanding are subject to
adjustment in the event of a dividend, subdivision, combination, or
reclassification of the Preferred Stock such that the purchase price in effect
at the time of the record date for such event and the number and kind of shares
of Preferred Stock or capital stock issuable on such date shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
Preferred Stock or capital stock as if such Right had been exercised immediately
prior to such dividend, subdivision, combination, or reclassification.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner which causes the Rights to become discount Rights unless the
offer is conditional on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a fair price and otherwise in the best interests of the Company and its
stockholders as determined by the directors or willing to negotiate with the
Board. The Rights should not interfere with any merger or other business
combination approved by the Board since the Company, acting by resolution of its
Board of Directors (which resolution shall be effective only if it is approved
by a majority of the Continuing Directors), may, at its option, (i) at any time
prior to the Distribution Date, amend the Rights Agreement, or (ii) at any time
until 10 days following the Stock Acquisition Date redeem all, but not less than
all, of the then outstanding Rights at the Redemption Price.
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The Rights Agreement, dated as of November 29, 2001, between the
Company and Corporate Stock Transfer, Inc., as Rights Agent, specifying the
terms of the Rights and including the form of the Certificate of Designation,
Preferences and Rights, the press release announcing the declaration of the
Rights and a form of letter to the Company's stockholders describing the Rights
are attached hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights and the descriptions of the Rights Agreement
and the Rights set forth in such press release and form of letter are qualified
in their entirety by reference to the full text of the Rights Agreement.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of November 29, 2001, between NEW FRONTIER
MEDIA, INC. and Corporate Stock Transfer, Inc., as Rights Agent,
including the form of the Certificate of Designation, Preferences and
Rights setting forth the terms of the Series A Junior Participating
Preferred Stock, par value $0.01 per share, as Appendix A, the form of
Rights Certificates as Appendix B and the Summary of Rights to Purchase
Preferred Stock as Appendix C. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after the
Distribution Date, if any (as such term is defined in the Rights
Agreement).
2 Press Release of the Company dated December 4, 2001.
3 Form of letter to the Company's stockholders describing the Rights.
SIGNATURE
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.
Date: December 5, 2001 By: /s/ Mark Kreloff
Name: Mark Kreloff
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of November 29, 2001, between NEW FRONTIER
MEDIA, INC. and Corporate Stock Transfer, Inc., as Rights Agent,
including the form of Certificate of Designation, Preferences and
Rights setting forth the terms of the Series A Junior Participating
Preferred Stock, par value $0.01 per share, as Appendix A, the form of
Rights Certificates as Appendix B and the Summary of Rights to Purchase
Preferred Stock as Appendix C. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after the
Distribution Date (as such term is defined in the Rights Agreement).
2 Press Release of the Company dated December 4, 2001.
3 Form of letter to the Company's stockholders describing the Rights.
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