SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported): October 27, 1999
NEW FRONTIER MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-23697 84-1084061
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(State of (Commission File (IRS Employer I.D.
Incorporation) Number) Number)
5435 Airport Blvd., Suite 100
Boulder, Colorado 80301
(303) 444-0632
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(Address and telephone number of
principal executive offices)
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Item 2. Acquisition or Disposition of Assets.
On October 27,, 1999, the Registrant acquired all of the issued and
outstanding shares of capital stock of Interactive Gallery, Inc., a California
corporation ("IGI"), all of the issued and outstanding shares of capital stock
of Interactive Telecom Network, Inc., a California corporation ("ITN"), and
ninety percent (90%) of the issued and outstanding shares of capital stock of
Card Transactions, Inc., a California corporation ("CTI") pursuant to that
certain Stock Purchase Agreement (the "Agreement") dated August 19, 1999, by and
among Edward J. Bonn, Bradley Weber, and Jerry D. Howard (collectively, the
"Sellers") and the Registrant, in consideration for the issuance to the Sellers
of 6,000,000 restricted shares of the Registrant's common stock. The Agreement
was previously filed with the Securities and Exchange Commission as Exhibit A to
the Definitive Proxy Statement incorporated herein by reference.
The Agreement was ratified and approved by the Registrant's Board of
Directors on August 19, 1999, and subsequently ratified and approved by the
Registrant's shareholders at its annual shareholders' meeting on October 27,
1999 immediately preceding the closing of the above-described acquisitions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited combined financial statements of IGI and ITN for the fiscal
years ended December 31, 1998 and 1997, as well as the reviewed but unaudited
combined financial statements of IGI, ITN and CTI for the three months ended
March 31, 1999 and 1998, and for the six months ended June 30, 1999 and 1998,
were previously filed as Exhibit B to the Definitive Proxy Statement, and are
incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma unaudited combined financial information of the
Registrant for the three months ended June 30, 1999, and for the year ended
March 31, 1999, giving effect to the Acquisition, was previously filed as part
of the Definitive Proxy Statement, and is incorporated herein by reference.
(c) Exhibits.
23. Consent of Singer Lewak Greenbaum & Goldstein, LLP
*99.1 Audited combined financial statements of IGI and ITN for the
fiscal years ended December 31, 1998 and 1997; reviewed but
unaudited combined financial statements of IGI, ITN and CTI
for the three months ended March 31, 1999 and 1998, and for
the six months ended June 30, 1999 and 1998.
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*99.2 Unaudited pro forma combined financial information of the
Registrant for the three months ended June 30, 1999, and for
the year ended March 31, 1999, giving effect to the
Acquisitions.
*99.3 Stock Purchase Agreement between the Registrant and the
Sellers, dated August 19, 1999.
99.4 Press Release.
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* Incorporated herein by reference from Exhibits to Registrant's DEFM14A filed
September 28, 1999.
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.
NEW FRONTIER MEDIA, INC.
(Registrant)
November 5, 1999 By: /S/ KARYN L. MILLER
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Karyn L. Miller, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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23. Consent of Singer Lewak Greenbaum & Goldstein, LLP 5
*99.1 Audited combined financial statements of IGI and ITN for *
the fiscal years ended December 31, 1998 and 1997;
reviewed but unaudited combined financial statements of
IGI, ITN and CTI for the three months ended March 31,
1999 and 1998, and for the six months ended June 30, 1999
and 1998.
*99.2 Unaudited pro forma combined financial information of the *
Registrant for the three months ended June 30, 1999, and for
the year ended March 31, 1999, giving effect to the
Acquisitions.
*99.3 Stock Purchase Agreement between the Registrant and the *
Sellers, dated August 19, 1999.
99.4 Press Release. 6
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* Incorporated herein by reference from Exhibits to Registrant's DEFM14A filed
September 28, 1999.
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EXHIBIT 23
We have issued our report dated August 11 ,1999 accompanying the combined
financial statements of Interactive Gallery, Inc. and Interactive Telecom
Network, Inc. for the years ended December 31, 1998 and 1997 included as Exhibit
B in the Definitive Proxy Statement of New Frontier Media, Inc. which is
incorporated by reference in this Form 8-K. We consent to the incorporation by
reference in this Form 8-K of the aforementioned report.
Singer Lewak Greenbaum & Goldstein LLP
Los Angeles, California
November 5, 1999
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CONTACT:
Budd Zuckerman or Keely Hawk
Genesis Select Corp.
(303) 357-6565
FOR IMMEDIATE RELEASE
New Frontier Media Closes IGallery Acquisition
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NOOF ACQUIRES LEADING INTERNET-BASED ADULT ENTERTAINMENT, E-COMMERCE AND
TECHNOLOGY COMPANIES
Boulder, Colorado (October 28, 1999) - New Frontier Media, Inc. (Nasdaq
- - NOOF), a leader in the electronic distribution of adult entertainment,
announced that following approval by its shareholders at its Annual Shareholder
meeting held yesterday, the Company completed the acquisition of the IGallery
Companies which includes Interactive Gallery, Inc. ("IGI"), Interactive Telecom
Network, Inc. ("ITN"), and 90% of Card Transactions, Inc. ("CTI"). Under the
terms of the Agreement, New Frontier Media, Inc. ("New Frontier Media") will
issue an aggregate of 6,000,000 restricted shares of the Company's common stock,
or approximately 30% of the Company's outstanding common stock, to the IGallery
Companies. The transaction is valued at $31 million.
The IGallery Companies are a group of Internet-based businesses that
provide a wide variety of adult content and broad-based technical capabilities
offering service 24-hours-a-day both to the consumer market, currently over
100,000 monthly subscribers, and to a commercial market of over 10,000
webmasters.
For the six months ended June 30, 1999, the IGallery Companies reported
sales of $13.7 million and net income of $1.9 million. Given the effect of a
pooling of interest, the combined entity would have reported positive earnings
on an EBITDA basis for the three months ended September 30, 1999.
"The IGallery Companies provide substantial Internet distribution and
marketing opportunities for New Frontier Media. The Companies have significant
expertise in Internet traffic management, pointing over 23 million visitors per
month to their sites," explained Mark H. Kreloff, Chairman and Chief Executive
Officer of New Frontier Media. The IGallery Companies have the technical
capability and expertise to support traffic volumes in excess of 100 million
visitors per month. Through ITN, they can manage their own software development,
bandwidth requirements, reporting systems, transaction processing, fraud control
and other e-commerce based functions.
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"The IGallery Companies give us the full complement of technical
capabilities to enhance our leadership position in the electronic distribution
of adult entertainment," stated Kreloff. He went on to say, "With this
acquisition, we have the ability to leverage all forms of electronic
distribution. In addition, we expect that Broadband and video-on-demand
technologies will create new opportunities for the combined company as we move
forward."
Gregory Dumas, President of IGI, stated, "As a result of the
acquisition by New Frontier Media, we become the most content-rich adult
entertainment company on the Internet. In addition, we now have a public
currency with which to further our acquisition strategy and to attract the best
expertise in our industry."
ABOUT THE IGALLERY COMPANIES
IGI designs, creates and implements company-owned
subscription/membership-based web sites for the adult Internet consumer markets.
IGI maintains a consumer membership base of approximately 100,000 subscribers.
In addition, IGI creates web sites that are targeted to the adult webmaster
community that resell IGI's content to their own members or subscribers.
ITN serves as a single source for a comprehensive range of
high-performance, flexible and scalable Internet products and services,
including dedicated access, web hosting, co-location, e-commerce application
development, streaming media, and bandwidth management. ITN's network
infrastructure enables the delivery of live and on-demand video events to
millions of Internet users.
CTI, or "Card.com" on the Internet, is a credit and transaction
processing company that intends to become a leading provider of secure, fully
automated credit card payment capabilities, including fraud control,
authorization and settlement with major credit card companies, and real time
transaction searching and reporting for monitoring business transactions on the
Internet.
ABOUT NEW FRONTIER MEDIA
New Frontier Media, Inc. is a leader in the electronic distribution of
adult entertainment. Through its programming subsidiary, the Company currently
distributes adult entertainment via pay-per-view and subscription
cable/satellite video networks and the Internet. Cable/DBS networks include
TeN(TM) (The Erotic Network), which incorporates partial-editing standards and
Pleasure(TM), which incorporates the most-edited standard available in the
category.
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This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. The
Company intends the forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements. All statements regarding the
Company's expected financial position and operating results, its business
strategy, its financing plans and the outcome of any contingencies are
forward-looking statements. The forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth or implied by any forward looking statements.
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