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-12 — Letter Dated May 22, 2002
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15303 Ventura Boulevard
Suite 1070
Sherman Oaks, CA 91403
May 22, 2002
BY HAND DELIVERY AND FAX TRANSMITTAL
Mark H. Kreloff
Chief Executive Officer
New Frontier Media, Inc.
7007 Winchester Circle, Suite 200
Boulder, CO 80301
Michael Weiner
Secretary
New Frontier Media, Inc.
7007 Winchester Circle, Suite 200
Boulder, CO 80301
Dear Mark and Michael:
This is the third letter that I have sent to you to demand that New Frontier
Media, Inc. (the "Company") call a special meeting of shareholders, pursuant to
Section 7-107-102(b) of the Colorado Business Corporation Act (the "Act") and
the Company's bylaws.
Enclosed is a copy of the demand to call a special meeting of shareholders that
I originally delivered to you via fax on April 1, 2002, in accordance with
Section 7-101-402 of the Act, as well as a copy of the confirmation of fax
transmission.
I then addressed a letter to you dated April 11, 2002 requesting confirmation of
your intentions to act pursuant to my request. You responded with a letter dated
April 15, 2002 stating that the Company had not received any written request for
a special meeting from me. I responded with a letter, also dated April 15, 2002,
which both responded to your letter of April 15 and enclosed yet another formal
demand that a special meeting of the shareholders be called. On April 16, 2002,
you sent a letter acknowledging receipt of my demand for a special shareholders'
meeting so I presume that any issue about the Company having received proper
demand has been resolved.
On April 22, 2002, my counsel addressed a letter to your counsel requesting
information regarding when the Company intends to comply with its legal
obligations and issue formal notice of the special shareholders' meeting. 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
New Frontier Media, Inc.
May 22, 2002
Page 2
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.
I see little point in continuing this exchange of correspondence and this will,
therefore, be my last letter on the subject of calling a special meeting of
shareholders. 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").
The Company's actions to date regarding my request to call a special meeting
have been inadequate and inconsistent with applicable legal standards. I demand
that the Company issue a notice to shareholders advising of the special meeting
on July 5, 2002 and specifying that the agenda will include the election of
directors, at which my proposed slate of director-nominees can be presented to
the shareholders for their consideration. Please be advised that if the
requisite notice is not forthcoming, I will pursue all necessary legal action to
protect the rights of all shareholders to vote on such fundamental issues as the
directors of the Company.
Sincerely,
/s/ Edward J. Bonn
Edward J. Bonn
BEF, LLC
By: /s/ Edward J. Bonn
--------------------------------------
Edward J. Bonn, Manager
cc: Board of Directors
New Frontier Media, Inc.
c/o Search Company International, Inc.
1535 Grant Street, Suite 140
Denver, CO 80203
New Frontier Media, Inc.
1050 Walnut Street, Suite 301
Boulder, CO 80302
New Frontier Media, Inc.
5435 Airport Boulevard, Suite 100
Boulder, CO 80301
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 7/5/02 | | 2 |
| Filed on: | | 5/23/02 | | | | | | | DFAN14A |
| | 5/22/02 | | 1 | | 2 |
| | 4/29/02 | | 1 |
| | 4/22/02 | | 1 |
| | 4/16/02 | | 1 |
| | 4/15/02 | | 1 |
| | 4/11/02 | | 1 |
| | 4/1/02 | | 1 |
| List all Filings |
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