As filed with the Securities and Exchange Commission on April 30, 1997.
Registration No. 33-27494-FW.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEW FRONTIER MEDIA, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1084061
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1050 Walnut Street
Suite 301
Boulder, Colorado 80302
(303) 444-0632
(Address, including zip code, and telephone number,
including area code, of registrant's principal place of business)
Michael Weiner
1050 Walnut Street, Suite 301
Boulder, Colorado 80302
(303) 444-0632
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CONSULTING AGREEMENT WITH INTERNATIONAL CORPORATE DEVELOPMENT,
INC.; CONSULTING AGREEMENT WITH JAMES TILTON; LEGAL SERVICES
AGREEMENT WITH KRAUSMAN, L.L.C.
(Full title of the Plans)
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes
effective.
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed Amount
Class of Security Being Maximum Maximum of
being Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share Price
Common Stock, 70,000 $7,50 $ 585,000 $ 208.93
$.001 par value Shares
TOTAL $ 585,000 $ 208.93
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
NEW FRONTIER MEDIA, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-B
Showing Location in Prospectus of Information
Required by Items of Form S-8
Item Number and Heading in
Form S-8 Registration Statement Caption or Location in Prospectus
1. Forepart of Registration Statement and Facing Page of Registration
Outside Front Cover Page of the Prospectus Statement and Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of Prospectus
Pages of Prospectus and Outside Cover Page of
Prospectus
3. Summary Information, Risk Factors and Not Applicable
Ratio of Earnings To Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holders
8. Plan of Distribution Cover Page of Prospectus and
Sales by Selling Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreement with
International Corporate
Development, Inc.; Consulting
Agreement with James Tilton;
Legal Services Agreement with
Krausman, L.L.C.
10. Interest of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13. Description of Business Proposed Business
14. Disclosure of Commission Position on Indemnification of Directors
Indemnification for Securities Act and Officers
Liabilities
<PAGE>
PROSPECTUS DATED APRIL 30, 1997.
NEW FRONTIER MEDIA, INC.
78,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPANY'S CONSULTING AGREEMENT WITH
INTERNATIONAL CORPORATE DEVELOPMENT, INC.; CONSULTING AGREEMENT
WITH JAMES TILTON, AND LEGAL SERVICES AGREEMENT WITH KRAUSMAN, L.L.C.
This Prospectus is part of a Registration Statement which registers a total of
78,000 shares of Common Stock, $.0001 par value per share (the "Shares"), of
New Frontier Media, Inc. (the "Company"), of wihich 70,000 shares will be
issued to Donald S. Whitlock, president and sole shareholder of International
Corporate Development, Inc., a consultant to the Company ("Whitlock" and
"ICD," respectively); 5,000 shares will be issued to James Tilton, a consultant
to the Company ("Tilton"); and 3,000 shares will be issued to Kent D. Krausman,
sole owner of Krausman, L.L.C. ("Krausman"). The Shares to be issued to ICD
will be issued pursuant to a performance schedule set forth in the consulting
agreement between the Company and ICD dated April 21, 1997 (the "ICD
Agreement"). The Shares to be issued to Tilton will be issued pursuant to a
consulting agreement between the Company and Tilton, dated April 15, 1997 (the
"Tilton Agreement"). The Shares to be issued to Krausman will be issued
pursuant to the terms of a Legal Services Agreement between the Company and
Krausman, L.L.C. dated April 20, 1997 (the "LSA"). Whitlock, Tilton, and
Krausman have informed the Company that they intend to sell all or a portion of
the Shares from time to time in the Bulletin Board market, in negotiated
transactions, directly or through brokers or otherwise, and that such
Shares will be sold at market prices prevailing at the time of such sales or at
negotiated prices, and the Company will not receive any proceeds from such
sales. The Company's principal executive office is located at 1050 Walnut
Street, Suite 301, Boulder, Colorado 80302. The telephone number is (303)
444-0632.
No person has been authorized by the Company to give any information or to make
any representation other than as contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issued under the terms of the ICD Agreement, the
Tilton Agreement, and the LSA shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
STATE.
The date of this Prospectus is April 30, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission, located at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of this material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Common Stock is traded on the Bulletin Board under the
symbol "NOOF".
The Company has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 78,000
shares of the Company's Common Stock offered by this Prospectus. Reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is
incorporated by reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to which
reference is hereby made for a full statement of the provisions thereof. A
copy of the Registration Statement, with exhibits, may be obtained from the
Commission's office in Washington, D.C. (at the above address) upon payment
of the fees prescribed by the rules and regulations of the Commission, or
examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-KSB filed for the year ended March
31, 1996, and the Company's Quarterly Report on Forms 10-QSB for the quarters
ended June 30, 1996, September 30, 1996, and December 31, 1996.
2. All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, at the written or oral request of such person, a copy of any or
all of the documents referred to above which have been or may be incorporated
by reference in this Prospectus, other than exhibits to such documents.
Written requests for such copies should be directed to the Company at 1050
Walnut Street, Suite 301, Boulder, Colorado 80302.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB
for the year ended March 31, 1996 and the Company's Quarterly Reports on Form
10-QSB for the quarters ended June 30, 1996, September 30, 1996, and December
31, 1996. These Annual and Quarterly Reports, as well as all other reports
filed by the Company pursuant to Sections 13, 14 or 15(d) of the Exchange
Act, are hereby incorporated by reference in this Prospectus and may be
obtained, without charge, upon the oral or written request of any person to the
Company at 1050 Walnut Street, Suite 301, Boulder, Colorado 80302, telephone
(303) 444-0632.
CONSULTING AGREEMENT WITH INTERNATIONAL CORPORATE DEVELOPMENT, INC.
General
On April 21, 1997, the Company entered into a Consulting Agreement with ICD,
pursuant to which the Company agreed to issue Whitlock, president and sole
shareholder of ICD, up to 70,000 shares of Common Stock of the Company, in
return for consulting and financial public relations services rendered
to the Company by ICD. The term of the Agreement is six months. Under the
terms of the Agreement, ICD will provide public relations and general
shareholder relations services to the Company.
Compensation
In connection with the ICD Agreement, the Company has agreed to issue up to
70,000 shares of Common Stock of the Company to Whitlock, president and sole
shareholder of ICD, and further agreed to register the Shares by filing a
Registration Statement on Form S-8. The Shares will be held in escrow
pending performance of the terms of the Agreement by ICD, according to a
performance scheduled contained in the Agreement. In the event ICD fails to
perform some or all of the terms of the Agreement, some or all of the Shares
may be forfeited by ICD.
CONSULTING AGREEMENT WITH JAMES TILTON
General
On April 10, 1997, the Company entered into a Consulting Agreement with Tilton,
pursuant to which the Company agreed to issue Tilton 5,000 shares of Common
Stock of the Company, in return for consulting and financial public relations
services rendered to the Company by Tilton. The term of the Agreement is six
months. Under the terms of the Agreement, Tilton will provide public relations
and general shareholder relations services to the Company.
Compensation
Pursuant to the terms of the Tilton Agreement, the Company has agreed to issue
5,000 shares of Common Stock of the Company to Tilton, and further agreed to
register the Shares by filing a Registration Statement on Form S-8.
LEGAL SERVICES AGREEMENT WITH KENT D. KRAUSMAN
General
On April 20, 1997, the Company entered into a Legal Services Agreement with
Krausman, L.L.C. Kent D. Krausman is the sole owner and manager of Krausman,
L.L.C. Pursuant to the terms of the LSA, the Company has agreed to issue Mr.
Krausman 3,000 shares of Common Stock of the Company in return for Mr.
Krausman's legal services, to be provided at a discounted rate. The term of
the LSA is approximately one year, through the end of the Company's fiscal year
on March 31, 1998. Under the terms of the LSA, Mr. Krausman will provide
legal services to the Company in the areas of securities drafting, compliance,
and structuring; general corporate advice; mergers and acquisitions, including
but not limited to analysis and valuation of candidates; and structuring and
drafting of private placement and public offering documents. Mr. Krausman is a
director, and thus an affiliate, of the Company.
Compensation
In connection with the LSA, the Company has agreed to issue 3,000 shares of
Common Stock of the Company to Mr. Krausman, and further agreed to register the
Shares by filing a Registration Statement on Form S-8 within 90 days of the
execution of the LSA.
RESTRICTIONS UNDER SECURITIES LAWS
The sales of the Shares must be made in accordance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective Registration
Statement, under Rule 144, or under any other available exemption from
registration. Officers, directors and 10% and greater stockholders are also
subject to the "short swing" profit rule of Section 16(b) of the Exchange Act.
The Company does not consider Whitlock, ICD, or Tilton affiliates. Whitlock,
ICD, Tilton, and Krausman are not 10% or greater stockholders of the Company.
Krausman is a director of the Company.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holders, the
number of shares of Common Stock held directly or indirectly, the maximum
number of Shares to be offered by the Selling Security Holders, the maximum
sales price of the Shares, and the number and percentage of shares to
be held by the Selling Security Holders following sale of the Shares. Unless
otherwise indicated, each of the Selling Security Holders has sole voting and
investment power with respect to shares beneficially owned.
Name of Selling Number of Shares Maximum Shares to % Owned
Security Holder Shares to be Offering be Owned After
Owned Offered Price Per After the Offering
Share Offering (1)
Donald S. Whitlock 70,000 70,000 $ 7.50 -0- 0 %
James Tilton 5,000 5,000 $ 7.50 -0- 0 %
Kent D. Krausman 13,000 3,000 $ 7.50 10,000 0.2 %
(1) Assumes a total of approximately 4,200,000 shares issued and outstanding.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, par value $.0001 per share, and 5,000,000 shares of Preferred
Stock, par value $.01 per share. There are currently 4,195,200 shares of the
Company's Common Stock issued and outstanding, and 10,000 shares of Preferred
Stock issued and outstanding.
The following summary of certain terms of the Common Stock and Preferred Stock
does no purport to be complete and is subject to, and qualified in its entirety
by, the provisions of the Company's Articles of Incorporation and Bylaws, which
are included as exhibits to the Registration Statement of which this Prospectus
is a part, and the provisions of applicable law.
COMMON STOCK
As of the date of this Prospectus, there are 4,195,200 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each share
held of record on all maters submitted to a vote of the stockholders. Holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preference of any then
outstanding preferred stock. Holders of Common Stock have no right to convert
their Common Stock into any other securities. The Common Stock has no
preemptive or other subscription rights. There are no redemption or sinking
fund provisions applicable to the Common Stock. All outstanding shares of
Common Stock are, and the Common Stock to be outstanding upon completion of
this Offering will be, duly authorized, validly issued, fully paid and
nonassessable.
PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of Preferred Stock, par value
$.01 per share. There are 10,000 Preferred Shares currently authorized,
issued and outstanding. The Preferred Stock currently issued and outstanding
is non-voting, and entitled to a liquidation preference of $2.00 per share in
the event of dissolution or wind-up of the Company. The conversion rate of the
Series A Preferred Shares is tied to a formula, and based upon the financial
performance of the Company. The Statement of Series Shares applicable to the
Series A Preferred Stock is filed herewith as an exhibit to the Registration
Statement of which this Prospectus forms a part. The Board of Directors has
the authority to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences and the
number of shares constituting any series or the designation of such series.
The issuance of Preferred Stock could adversely affect the voting power of the
holders of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company.
TRADING STATUS
The Company's Common Stock is traded on the Bulletin Board under the symbol
"NOOF."
TRANSFER AGENT
The Transfer Agent for the Company is Corporate Securities Transfer, Inc., 370
Seventeenth Street, Suite 2350, Denver, Colorado 80202-4614, telephone number
(303) 595-3300.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby
will be passed upon for the Company by Krausman, L.L.C.. Kent D. Krausman, the
sole owner of Krausman, L.L.C., is a director and shareholder of the Company,
and a selling shareholder in this offering.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates the following documents by reference in the
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year ended March
31, 1996, and the Company's Quarterly Reports on Form 10-QSB for the quarters
ended June 30, 1996, September 30, 1996, and December 31, 1996.
(b) All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Sections 13 and 15(d)
of the Exchange Act. A description of the Registrant's securities is set forth
in the Prospectus incorporated as a part of this Registration Statement.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Kent D. Krausman, sole owner of Krausman, L.L.C., securities counsel to the
Company, is a director and shareholder of the Company.
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company's Bylaws and the Colorado Business Corporation Act provide for
indemnification of directors and officers against certain liabilities.
Officers and directors of the Company are indemnified generally against
expenses actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they acted in
good faith, were not found guilty, and, in any criminal matter, had reasonable
cause to believe that their conduct was not unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inasmuch as the persons receiving the Stock were knowledgeable, sophisticated
and had access to comprehensive information relevant to the Registrant, such
transactions were undertaken in reliance on the exemption from registration
afforded by Section 4(2) of the Act.
Item 8. EXHIBITS.
4.1 Consulting Agreement with International Corporate Development, Inc..
4.2 Consulting Agreement with James Tilton.
4.3 Legal Services Agreement with Krausman, L.L.C.
5 Opinion of Krausman, L.L.C., consent included, relating to the issuance of
the Shares pursuant to the terms of the Agreement.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
but not limited to any addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities offered at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13 or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act, and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 30, 1997.
NEW FRONTIER MEDIA, INC.:
By: /S/ MARK H. KRELOFF
Mark H. Kreloff, Chief Executive Officer
and (Principal Executive Officer and
Director)
By: /S/ SCOTT WUSSOW
Scott Wussow, Chief Financial Officer
(Principal Financial Officer)
By /S/ MICHAEL WEINER
Michael Weiner, Executive Vice President
and Director
By: /S/ KENT D. KRAUSMAN
Kent D. Krausman, Director
<PAGE>
EXHIBIT INDEX
4.1 Consulting Agreement with International Corporate Development, Inc.
4.2 Consulting Agreement with James Tilton.
4.3 Legal Services Agreement with Krausman, L.L.C.
5 Opinion of Krausman, L.L.C., consent included, relating to the issuance
of the Shares
<PAGE>
EXHIBIT 4.1
NEW FRONTIER MEDIA, INC.
1050 Walnut Street
Suite 301
Boulder, Colorado 80302
(303) 444-0632
April 21, 1997
Mr. Donald S. Whitlock, President
International Corporate Development, Inc.
450 South Galena
Suite 202
Aspen, Colorado 81611
Dear Mr. Whitlock:
This letter will serve to memorialize the terms of agreement between New
Frontier Media, Inc., a publicly-traded Colorado corporation ("NOOF") and
International Corporate Development, Inc., a public relations firm specializing
in shareholder and public relations ("ICD").
Engagement. NOOF agrees to engage ICD as a non-exclusive public relations and
shareholder representative. ICD shall publicize NOOF to brokers, prospective
investors and shareholders, and shall advise NOOF regarding methods to increase
public awareness of NOOF and its stock.
Term of Agreement. This agreement shall be in effect for a period of six (6)
months from the date of execution by all parties hereto. NOOF shall have the
right to terminate this agreement at any time after three (3) months from the
date of execution.
Compensation. The parties hereto agree that the degree of success of ICD's
efforts under this agreement will be demonstrated in the public market for
NOOF's stock, particularly with respect to buying volume and stock price.
ICD's compensation shall be directly related to increases in purchases
of NOOF stock in the public market that occur as a result of ICD's promotion
efforts. In consideration of the services to be performed under this agreement
by ICD, NOOF agrees to pay ICD up to 70,000 shares of NOOF common stock (the
"Shares"). The Shares shall be placed in an escrow account, and
shall be released to ICD according to the following performance schedule:
1. 15,000 Shares shall be released to ICD upon confirmation (via DTC sheets)
that ICD's promotional efforts on behalf of NOOF have resulted in purchases of
at least 55,000 shares of NOOF's free-trading stock in the market, during the
term of this agreement;
2. An additional 15,000 Shares shall be released to ICD upon confirmation that
ICD's promotional efforts on behalf of NOOF have resulted in purchases of at
least an additional 55,000 shares of NOOF's free-trading stock in the market,
for a total of at least 110,000 NOOF shares purchased, during the term of this
agreement; and,
3. An additional 10,000 Shares shall be released to ICD upon confirmation that
ICD's promotional efforts on behalf of NOOF have resulted in purchases of at
least an additional 47,500 shares of NOOF's free-trading stock in the market,
for a total of at least 157,500 NOOF shares purchased, during the term of this
agreement; and,
4. An additional 10,000 Shares shall be released to ICD upon confirmation that
ICD's promotional efforts on behalf of NOOF have resulted in purchases of at
least an additional 47,500 shares of NOOF's free-trading stock in the market,
for a total of at least 205,000 NOOF shares purchased, during the term of this
agreement; and,
5. An additional 10,000 Shares shall be released to ICD upon confirmation that
ICD's promotional efforts on behalf of NOOF have resulted in purchases of at
least an additional 47,500 shares of NOOF's free-trading stock in the market,
for a total of at least 252,500 NOOF shares purchased, during the term of this
agreement; and,
6. An additional 10,000 Shares shall be released to ICD upon confirmation that
ICD's promotional efforts on behalf of NOOF have resulted in purchases of at
least an additional 47,500 shares of NOOF's free-trading stock in the market,
for a total of at least 300,000 NOOF shares purchased, during the term of this
agreement.
Any reference to purchases of NOOF free-trading stock shall mean the free-
trading stock of NOOF issued and outstanding on April 21, 1997. Any NOOF
Shares released to ICD is specifically exempted from inclusion in the
calculation of number of NOOF shares purchased in the market as set forth in
numbered paragraphs 1 through 6, above.
ICD shall forfeit any of the Shares not released to ICD pursuant to the terms
of this agreement. NOOF agrees to file a registration statement on Form S-8
with the U.S. Securities and Exchange Commission to include all of the Shares
released to ICD under this agreement.
Representations and Warranties of NOOF. The terms of this agreement have been
duly reviewed and authorized by NOOF's Board of Directors. Performance of the
terms of this agreement by NOOF will not violate any applicable court order,
decree, law or regulation, and will not violate any other contractual
obligation of NOOF. NOOF will deliver due diligence packages to ICD for use
by ICD, and will provide a current list of NOOF shareholders and market makers
to ICD. NOOF hereby warrants that all of the information it provides to ICD
shall be true, accurate, complete, and not misleading. NOOF shall immediately
notify ICD if any information becomes inaccurate. NOOF shall make every
reasonable effort to assist ICD in assuring timely and accurate dissemination
of NOOF information.
Representations and Warranties of ICD. ICD is not a registered broker-dealer,
and is not otherwise associated in any way with the National Association of
Securities Dealers, Inc. (the "NASD"). ICD shall not violate any federal or
state statute or regulation in undertaking its promotional activities
hereunder. ICD hereby warrants that its Board of Directors has reviewed all
applicable securities laws with its counsel, and understands prohibitions
contained in federal and state securities laws against acting as an
unregistered underwriter. ICD is acquiring the Shares for its own account,
and not for the purpose of any unlawful further distribution of said Shares.
ICD shall rely only upon information provided by NOOF. NOOF shall not be
liable for any information disseminated by ICD that is not provided by
NOOF. ICD shall use its best efforts to lawfully stimulate interest in NOOF,
which may result in an increase in NOOF trading volume; however, ICD does not
guarantee any specific result. ICD shall fully disclose the nature of its
relationship with NOOF to all potential investors, brokers, and market makers,
including but not limited to the fact that ICD's compensation is tied to volume
trading increases in NOOF stock. ICD agrees to not disclose or otherwise in
any way disseminate any non-public or confidential NOOF information that it may
obtain during the term of this agreement.
Ownership of Materials. All information, due diligence materials, and other
disclosure provided to ICD by NOOF shall remain the exclusive property of NOOF.
This agreement shall be governed by the laws of the State of Colorado. This
agreement may be executed in multiple counterparts, each of which shall be
deemed an original.
If the foregoing accurately reflects our agreement, please sign below and fax a
copy back to me at (303) 444-0734.
Yours truly,
/S/ MICHAEL WEINER
Michael Weiner
Executive Vice President
New Frontier Media, Inc.
AGREED AND ACCEPTED THIS 22nd DAY OF APRIL, 1997:
/S/ DONALD S. WHITLOCK
Donald S. Whitlock, President
International Corporate Development, Inc.
EXHIBIT 4.3
April 20, 1997
Mr. Mark H. Kreloff
Mr. Michael Weiner
New Frontier Media, Inc.
1050 Walnut Street, Suite 301
Boulder, Colorado 80302
RE: Securities Representation
Dear Gentlemen:
The purpose of this letter is to set forth the fee and expense agreement and
other matters between me and NEW FRONTIER MEDIA, INC. ("you" or the "Company"),
relating to general corporate and securities services and advice which I may
subsequently render to you. I am pleased to present this agreement for your
signature, and hope that it heralds a long professional and personal
relationship that is enjoyable and profitable for both of us. Please sign the
two originals of this letter I am providing, and return one original to me in
the enclosed envelope.
I. SCOPE OF WORK.
This firm is authorized to act as special corporate and securities counsel, to
perform legal services, render professional legal advice and consult with you
and with persons you designate relating to federal and state corporate and
securities laws and matters involving international or non-U.S. law, as
requested.
I will also assist you in relations with accounting and other professionals, as
requested. Unless otherwise agreed to in advance, all services will be
rendered on an hourly rate basis, as discussed below. This letter grants me
the authority to take all actions necessary to render legal services requested
of me. I am also empowered to retain the services of other associate or
special counsel, provided you have been notified and have approved the
arrangement and payment terms in advance. The services to be rendered may
include a due diligence review of any proposed mergers or acquisitions, advice
on structuring one or more reorganizations, preparation and/or review of all
transactional documents, preparation and filing of appropriate periodic reports
with the Securities and Exchange Commission and other regulatory authorities as
required, state securities filings and compliance, and securities advice and
drafting of documents related to private placements and public offerings by the
Company.
II. FEE STRUCTURE.
A. Payment for Legal Services.
1. Hourly Compensation. I will bill the services I perform under this
Agreement on a monthly basis and at a discounted rate of $125 per hour. This
rate shall apply for all matters, including matters involving international
transactions, international or foreign corporate/securities law, and the
application of United States laws to foreign-related transactions (including
Regulation S transactions), unless we negotiate a fixed fee or other
arrangement for particular services. I will not increase this preferred hourly
billing rate during the term of this Agreement. I bill by time in increments
of 1/10th of an hour.
2. Securities of the Company. In return for receiving the discounted
billing rate set forth above, the Company shall cause to be issued Three
Thousand (3,000) shares of the Company's Common Stock (the "Shares") to me,
valued at par, within 90 days of the execution of this agreement. In addition,
the Company shall prepare and file with the Securities and Exchange Commission,
at its expense, a Registration Statement on Form S-8 within 90 days of the
execution of this agreement, to include the Shares.
B. Advance Against Fees and Expenses. None.
C. Other Fees and Compensation. We acknowledge that I may have one or more
associates, business partners, or other acquaintances who may be interested in
investing in the Company. You and I may negotiate any form and combination of
compensation for my introduction of these sources to the Company. I am only
compensated for an introduction when the Company realizes a direct economic
benefit from one or more of my sources.
D. Expenses. You agree to reimburse me for all costs and expenses incurred on
your behalf in the course of performing services under this Agreement. Such
expenses include but are not limited to travel expenses, printing, photocopy
and binding costs, outside and overtime secretarial costs if needed, long-
distance telephone charges, and other payments made by me to vendors on you
behalf or in connection with work for you. I will deduct such expenses from
the advance each month as incurred. I will charge my travel time to you on a
portal-to-portal basis, but will not include time spent on other matters. I
will charge you for photocopies at the rate of $.10 per page, for automobile
travel mileage at the rate of $.40 per mile, and for telecopies transmitted at
the rate of $.50 per page ($1.00 per page if overseas). I will not advance any
filing fees, nor am I required to incur any other expense not covered by the
advance then on hand.
E. Billing Statements. I will render a billing statement to you on a monthly
basis reflecting all legal services performed and expenses incurred; the
statement also will reflect all deductions made from the advance and all
amounts not covered by the advance and therefore due and payable on that
statement. You agree to pay each monthly billing statement upon receipt. Any
billing statement or statement item not paid within thirty (30) days of the
statement date shall bear interest at the rate of 1.5% per month (18% per annum)
on the unpaid balance.
III. TERMINATION OR WITHDRAWAL.
Should you terminate my services or should I withdraw as your counsel, you
agree to pay for all legal services theretofore rendered at my normal hourly
rate or rates then in effect; for all unreimbursed expenses incurred by me
through the date of termination; and for all expenses associated with preparing
and shipping records to you. I may apply against the sum thus due all advances
being held by me, as well as other funds of yours that may be in my
safekeeping. After such application of funds, if any, you agree to pay all
sums owed me within thirty (30) days after termination or withdrawal. Any sums
not timely paid shall bear interest on the terms stated above.
IV. MISCELLANEOUS.
If it becomes necessary for me to collect, or hire another attorney to collect,
any sums owed under this Agreement, you agree to pay all reasonable costs of
such collection, including court costs and attorneys' fees. You agree that I
may retain all papers, books, documents and securities belonging to you which
come into my possession in the course of my professional engagement hereunder
until all sums owed me are paid. Nothing in this Agreement shall limit my
statutory lien for attorney fees and expenses.
You further agree that this agreement covers all legal services which I render
to or for another person or entity at your request, and covers related
expenses, and that you will pay all fees and expenses relating to such other
services, unless I have agreed otherwise in writing.
By signing below you acknowledge that you have carefully read and understand
this Agreement in its entirety, that I have satisfactorily answered all your
questions concerning it, that you accept and agree to it in all particulars,
and that the execution of this Agreement has been duly authorized by all
requisite corporate action. I am pleased that you have chosen me to perform
this work for you, and feel confident that you will be satisfied with my
services.
Sincerely,
/S/ KENT D. KRAUSMAN
Kent D. Krausman
Accepted and agreed to on April 20, 1997.
NEW FRONTIER MEDIA, INC.:
/S/ MARK H. KRELOFF
Mark H. Kreloff, Chief Executive Officer
EXHIBIT 5.1
April 30, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Grafix Time Corporation d/b/a Carrera Golf
Dear Sir or Madam:
This firm represents Grafix Time Corporation, a New York corporation (the
"Issuer") in connection with the Issuer's Registration Statement on Form S-8
dated April 30, 1997 (the "Registration Statement") under the Securities Act of
1933, which registers a total of 78,000 shares of the Issuer's common stock
(the "Registered Stock") issued to Donald S. Whitlock, James Tilton, and Kent
D. Krausman in connection with performance of certain consulting and legal
services. In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider necessary for
rendering this opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as contemplated in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby acknowledge that we are referred to under the heading "Legal Matters"
in the Prospectus which is a part of the Registration Statement, and we hereby
consent to such use of our name in the Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement.
KRAUSMAN, L.L.C.:
/S/ KENT D. KRAUSMAN
Kent D. Krausman
