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EX-17.4 - EX-17.4 - NEW FRONTIER MEDIA INCa12-23591_1ex17d4.htm
EX-17.3 - EX-17.3 - NEW FRONTIER MEDIA INCa12-23591_1ex17d3.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

October 8, 2012

Date of Report (Date of earliest event reported)

 

New Frontier Media, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Colorado

 

000-23697

 

84-1084061

(State or Other Jurisdiction
of Incorporation)

 

(Commission File No.)

 

(IRS Employer
Identification No.)

 

6000 Spine Road, Suite 100, Boulder, CO 80301

(Address of principal executive offices)

 

(303) 444-0900

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a)  On October 4, 2012, New Frontier Media, Inc. (the “Company”) announced the resignation of Mr. David Nicholas as a director, effective immediately as of September 29, 2012.  Mr. Nicholas’s resignation followed the decision by the board of directors (based on the recommendation of its nominating committee) not to nominate Mr. Nicholas for re-election and to ask for his resignation. In accordance with the requirements of Item 5.02 of Form 8-K, the Company filed with such announcement a copy of Mr. Nicholas’s resignation letter and the Company’s response to such letter.

 

On October 8, 2012, the Company received a letter from Mr. Nicholas disagreeing with the Company’s October 4, 2012 response letter.  In accordance with the requirements of Item 5.02 of Form 8-K, this letter is attached hereto as Exhibit 17.3.  On October 10, 2012, the Company responded to Mr. Nicholas by means of the letter attached hereto as Exhibit 17.4.

 

Item 9.01    Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

 

 

 

17.1

 

Letter from David Nicholas dated September 28, 2012.*

 

 

 

17.2

 

Letter from the Company to David Nicholas dated October 4, 2012.*

 

 

 

17.3

 

Letter from David Nicholas dated October 8, 2012.

 

 

 

17.4

 

Letter from the Company to David Nicholas dated October 10, 2012.

 


*              Previously Filed.

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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.

 

Date: October 10, 2012

NEW FRONTIER MEDIA, INC.

 

 

 

 

 

 

By:

/s/ Marc Callipari

 

Name:

Marc Callipari

 

Title:

Chief Legal Officer

 

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Exhibit Index

 

Exhibit No.

 

Exhibit Description

 

 

 

17.1

 

Letter from David Nicholas dated September 28, 2012.*

 

 

 

17.2

 

Letter from the Company to David Nicholas dated October 4, 2012.*

 

 

 

17.3

 

Letter from David Nicholas dated October 8, 2012.

 

 

 

17.4

 

Letter from the Company to David Nicholas dated October 10, 2012.

 


*              Previously Filed.

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