New Frontier Media 10-K 2010
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Annual Report Pursuant to Section 13 or 15(d)
For the Fiscal Year Ended March 31, 2010
Commission File Number: 000-23697
NEW FRONTIER MEDIA, INC.
7007 Winchester Circle, Suite 200, Boulder, CO 80301
Securities registered pursuant to Section 12(b) of the Exchange Act:
Securities registered pursuant to Section 12(g) of the Exchange Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o YES ý NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. o YES ý NO
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý YES o NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES o NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant as of September 30, 2009 was approximately $40,676,000, based on the closing price of the common stock as reported on the NASDAQ Global Select Market on such date.
The Registrant had 19,432,317 shares of its common stock outstanding on June 4, 2010.
Documents Incorporated by Reference
The information required in response to Part III of Form 10-K is hereby incorporated by reference from the Registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of March 31, 2010 with respect to the Registrant's Annual Meeting of Shareholders expected to be held on or about August 23, 2010.
This Amendment No. 1 to Form 10-K on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of New Frontier Media, Inc. (the "Company") for the fiscal year ended March 31, 2010, filed with the Securities and Exchange Commission (the "Commission") on June 11, 2010 (the "Original Filing"). This Amendment is being filed solely to incorporate by reference a revised redacted version of Exhibit 10.46 to the Original Filing, which has been revised in response to comments that the Company received from the staff of the Commission in connection with the Company's request for confidential treatment with respect thereto, and to include as an exhibit an amendment to the Company's Adult VOD License Agreement with Comcast Cable Communications, LLC that, while not deemed material by the Company, has been inadvertently omitted from the Company's periodic reports.
As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment. Except as described above, no attempt has been made in this Amendment to modify or update other items or disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing or modify or update those disclosures that may be affected by subsequent events.
The following documents are filed or furnished, as applicable, as part of this report:
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.