Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment No. 5 to Schedule 13D 3 16K
2: EX-12 Letter Dated May 22, 2002 2 14K
3: EX-13 Press Release Issued May 23, 2002 2 10K
EX-13 — Press Release Issued May 23, 2002
| EX-13 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
NEW FRONTIER MEDIA'S LARGEST SHAREHOLDER ISSUES FINAL DEMAND
FOR SPECIAL MEETING OF SHAREHOLDERS
Failure by Management of New Frontier Media to Respond and Attempts to Delay and
Deny Shareholders the Right to Vote on New Directors are Unacceptable
BOULDER, CO, May 23, 2002 - Edward Bonn, the largest shareholder of New Frontier
Media (Nasdaq: NOOF), announced today that he has submitted a third and final
demand to New Frontier Media to permit the shareholders to consider and vote on
the slate of directors being proposed by Mr. Bonn. The full text of the letter
will be filed with the Securities and Exchange Commission in an amendment to Mr.
Bonn's Schedule 13D with respect to his investment in New Frontier.
Mr. Bonn's letter states, in part, as follows:
"Fifty days has now elapsed since the initial demand and the
Company has taken no action to honor or comply with its legal
obligation to promptly call and hold the special meeting. Instead, on
April 29, 2002, the Company issued a press release stating that the
annual shareholders' meeting would be held earlier to "accommodate" my
request for a special shareholders' meeting and that the motions I have
demanded be presented at a special shareholders' meeting would be
considered at the annual meeting "to the extent appropriate." As you
know, issuing a press release scheduling an annual shareholders'
meeting (which pursuant to the bylaws can be continued at the whim of
the Company) simply does not satisfy the requirements of Colorado law
or fairness in permitting shareholders to promptly and fully exercise
their right to vote without delay or interference from the Company."
Mr. Bonn's letter continues, in part, "So there is no
misunderstanding, however, I demand that the Company immediately call a
special meeting of shareholders on July 5, 2002 for the purpose of
electing directors of the Company (note that Section 2.1 of the Bylaws
requires that such election occur on June 1 of each year or "as soon
thereafter as may be convenient")."
Mr. Bonn advised New Frontier that the special meeting of shareholders should be
called on July 5, 2002 to ensure that the agenda will include the election of
1
directors. Mr. Bonn will propose 7 new directors for New Frontier, including the
5 previously announced nominees. Mr. Bonn also advised New Frontier that if the
requisite notice is not forthcoming, he will pursue all necessary legal action
to protect the rights of all shareholders to vote on such fundamental issues as
the directors of New Frontier. Regarding his letter to New Frontier, Mr. Bonn
stated "The delay on the part of management in responding to my demands for a
special meeting is not permitted under Colorado law and is simply unacceptable.
No one should confuse the patience I have demonstrated on this issue to date
with a lack of determination to see this process through to completion."
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.
Acclaim Financial Group LLC is serving as strategic advisor to Mr. Bonn and
Brobeck, Phleger & Harrison LLP is serving as his legal counsel.
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
THE PRELIMINARY PROXY STATEMENT, EXCEPT THAT EACH OF THE DIRECTOR-NOMINEES
(OTHER THAN MR. BONN) PREVIOUSLY NAMED BY MR. BONN, AS LISTED IN THE PRESS
RELEASE ISSUED BY MR. BONN ON MAY 16, 2002 AND FILED AS AN EXHIBIT TO AMENDMENT
NO. 4 TO MR. BONN'S SCHEDULE 13D (FILED WITH THE SEC ON MAY 20, 2002) MAY BE
DEEMED TO BE PARTICIPANTS IN MR. BONN'S SOLICITATION AND HAVE NO INTEREST (OTHER
THAN MR. PEARY WHO HOLDS 1,000 SHARES OF NEW FRONTIER MEDIA COMMON STOCK) IN NEW
FRONTIER MEDIA.
2
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950133-02-002104 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 2:32:32.1pm ET 
