Annual Reports

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New Frontier Media 10-K 2010

Documents found in this filing:

  1. 10-K/A
  2. Ex-10.47
  3. Ex-31.03
  4. Ex-31.04
  5. Ex-31.04

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-K/A
(Amendment No. 1)

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Fiscal Year Ended March 31, 2010

Commission File Number: 000-23697

NEW FRONTIER MEDIA, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State of Incorporation)
  84-1084061
(I.R.S. Employer I.D. Number)

7007 Winchester Circle, Suite 200, Boulder, CO 80301
(Address of principal executive offices and Zip Code)

(303) 444-0900
(Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock par value $.0001   The Nasdaq Stock Market, LLC
Rights to Purchase Series A Junior
Participating Preferred Stock
   

         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.

Large accelerated filer o   Accelerated filer o   Non-Accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         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.



EXPLANATORY NOTE

        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.

1



PART IV.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

        The following documents are filed or furnished, as applicable, as part of this report:

3)
EXHIBITS

Exhibit
No.
  Exhibit Description
  3.01   Amended and Restated Articles of Incorporation of the Company(1)

 

3.02

 

Amended and Restated Bylaws of the Company(2)

 

4.01

 

Form of Common Stock Certificate(3)

 

4.02

 

Amended and Restated Rights Agreement between New Frontier Media, Inc. and Corporate Stock Transfer, Inc., as rights agent(4)

 

4.03

 

Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, together with the related Rights Certificate, included as Appendices A and B to the Rights Agreement incorporated by reference herein as Exhibit 4.02

 

10.01

 

Lease Agreement for premises at 5435 Airport Boulevard, Boulder, Colorado(5)

 

10.02

 

Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Transponder Service(6)

 

10.03

 

Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(6)

 

10.04

 

Amendment Number One to Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(6)

 

10.05

 

License Agreement between Colorado Satellite Broadcasting, Inc. and Metro Global Media, Inc.(6)

 

10.06

 

Amendment Number Two to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(7)

 

10.07

 

Amendment Number One to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Transponder Service(8)

 

10.08

 

Amendment Number Four to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(9)

 

10.09

 

Office Lease Agreement between New Frontier Media, Inc. and Northview Properties, LLC(9)

 

10.10

 

Lease Modification Agreement between New Frontier Media, Inc. and LakeCentre Plaza Limited, LLLP(9)

 

10.11

 

Catalog License Agreement between Pleasure Productions, Inc. and Colorado Satellite Broadcasting, Inc.(9)

 

10.12

 

Telecommunications Services Agreement between WilTel Communications, LLC and Colorado Satellite Broadcasting, Inc.(10)

 

10.13

 

Amendment No. 3 to Contract Number T70112100 between Colorado Satellite Broadcasting, Inc. and Intelsat USA Sales Corp.(11)

2


Exhibit
No.
  Exhibit Description
  10.14 # Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(12)

 

10.15

*

Summary of Director Compensation Arrangements(22)

 

10.16

*

1998 Incentive Stock Plan(13)

 

10.17

*

1999 Incentive Stock Plan(14)

 

10.18

*

Millennium Incentive Stock Option Plan(15)

 

10.19

*

2001 Incentive Stock Plan(16)

 

10.20

*

2007 Stock Incentive Plan(17)

 

10.21

*

Form of Award Agreements under 2007 Stock Incentive Plan(18)

 

10.22

*

Amended and Restated Independent Contractor Agreement, dated November 7, 2007, between New Frontier Media, Inc. and Matthew Pullam(19)

 

10.23

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Michael Weiner(2)

 

10.24

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Grant Williams(2)

 

10.25

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ira Bahr(2)

 

10.26

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ken Boenish(2)

 

10.27

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Marc Callipari(2)

 

10.28

*

Amended and Restated Employment Agreement between New Frontier Media, Inc. and Scott Piper(2)

 

10.29

#

Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming by and between Colorado Satellite Broadcasting, Inc. and DirecTV, Inc.(19)

 

10.30

 

Stock Purchase Agreement, dated and effective as of November 13, 2008, by and between New Frontier Media, Inc. and Steel Partners II, L.P.(20)

 

10.31

#

Affiliation Agreement, dated January 1, 2000 and as amended to date, between the Company and Time Warner Cable, a division of Time Warner Entertainment Company, L.P.(21)

 

10.32

#

Video On Demand License Agreement, dated March 13, 2000 and as amended to date, between the Company and Time Warner Cable, a division of Time Warner Entertainment Company, L.P.(21)

 

10.33

#

Adult VOD License Agreement, dated October 18, 2002 and as amended to date, between Colorado Satellite Broadcasting, Inc. and Comcast Cable Communications, Inc.(21)

 

10.34

#

Pleasure Service License Agreement, dated November 16, 2000 and as amended to date, between Colorado Satellite Broadcasting, Inc. and Comcast Programming, a division of Comcast Corporation(21)

3


Exhibit
No.
  Exhibit Description
  10.35   First Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(21)

 

10.36

#

Second Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(21)

 

10.37

#

Third Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(22)

 

10.38

*

First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Michael Weiner(22)

 

10.39

*

First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Grant Williams(22)

 

10.40

*

First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ken Boenish(22)

 

10.41

*

First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Scott Piper(22)

 

10.42

*

First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Marc Callipari(22)

 

10.43

 

Promissory Note, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)

 

10.44

#

Business Loan Agreement, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)

 

10.45

 

Commercial Security Agreement, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)

 

10.46

##

TVN-CSB Adult VOD Services Agreement dated April 8, 2010 between Colorado Satellite Broadcasting, Inc. and TVN Entertainment Corporation(24)

 

10.47

##

Amendment Four to Adult VOD License Agreement dated July 19, 2007 between Colorado Satellite Broadcasting, Inc. and Comcast Cable Communications, LLC

 

21.01


Subsidiaries of the Company

 

23.01


Consent of Grant Thornton LLP

 

31.01


CEO Certification pursuant to Rule 13a-14(a)/15d-14(a)

 

31.02


CFO Certification pursuant to Rule 13a-14(a)/15d-14(a)

 

31.03

 

CEO Certification pursuant to Rule 13a-14(a)/15d-14(a)

 

31.04

 

CFO Certification pursuant to Rule 13a-14(a)/15d-14(a)

 

32.01

††

Section 1350 Certification of CEO

 

32.02

††

Section 1350 Certification of CFO

(1)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on May 9, 2007 (File No. 000-23697).

(2)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-23697).

4


(3)
Incorporated by reference to the corresponding exhibit included in the Company's Registration Statement on Form SB-2 filed on September 10, 1997 (File No. 333-35337).

(4)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on August 1, 2008 (File No. 000-23697).

(5)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999 (File No. 000-23697).

(6)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 000-23697).

(7)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 000-23697).

(8)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 (File No. 000-23697).

(9)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report filed on Form 10-K for the fiscal year ended March 31, 2004 (File No. 000-23697).

(10)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2004 (File No. 000-23697).

(11)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-23697).

(12)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2006 (File No. 000-23697).

(13)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on August 7, 1998 (File No. 000-23697).

(14)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on September 28, 1999 (File No. 000-23697).

(15)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on August 29, 2000 (File No. 000-23697).

(16)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on July 23, 2001 (File No. 000-23697).

(17)
Incorporated by reference to Appendix A to the Company's definitive proxy statement filed under cover of Schedule 14A on July 16, 2007 (File No. 000-23697).

(18)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on August 24, 2007 (File No. 000-23697).

(19)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2007 (File No. 000-23697).

(20)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on November 14, 2008 (File No. 000-23697).

(21)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report filed on Form 10-K for the fiscal year ended March 31, 2009 (File No. 000-23697).

(22)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2009 (File No. 000-23697).

5


(23)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended December 31, 2009 (File No. 000-23697).

(24)
Incorporated by reference to Exhibit 10.07 included in the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2010 (File No. 000-23697).

*
Denotes management contract or compensatory plan or arrangement.

#
Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

##
Confidential treatment has been requested as to portions of this exhibit. Such portions have been redacted and filed separately with the SEC.

Previously filed.

††
Previously furnished.

6



SIGNATURES.

        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.

    NEW FRONTIER MEDIA, INC.

 

 

By:

 

/s/ MICHAEL WEINER

        Name:   Michael Weiner
        Title:   Chief Executive Officer
        Date:   September 3, 2010

7



EXHIBIT INDEX

Exhibit No.   Exhibit Description
  3.01   Amended and Restated Articles of Incorporation of the Company(1)
        
  3.02   Amended and Restated Bylaws of the Company(2)
        
  4.01   Form of Common Stock Certificate(3)
        
  4.02   Amended and Restated Rights Agreement between New Frontier Media, Inc. and Corporate Stock Transfer, Inc., as rights agent(4)
        
  4.03   Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, together with the related Rights Certificate, included as Appendices A and B to the Rights Agreement incorporated by reference herein as Exhibit 4.02
        
  10.01   Lease Agreement for premises at 5435 Airport Boulevard, Boulder, Colorado(5)
        
  10.02   Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Transponder Service(6)
        
  10.03   Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(6)
        
  10.04   Amendment Number One to Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(6)
        
  10.05   License Agreement between Colorado Satellite Broadcasting, Inc. and Metro Global Media, Inc.(6)
        
  10.06   Amendment Number Two to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(7)
        
  10.07   Amendment Number One to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Transponder Service(8)
        
  10.08   Amendment Number Four to the Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service(9)
        
  10.09   Office Lease Agreement between New Frontier Media, Inc. and Northview Properties, LLC(9)
        
  10.10   Lease Modification Agreement between New Frontier Media, Inc. and LakeCentre Plaza Limited, LLLP(9)
        
  10.11   Catalog License Agreement between Pleasure Productions, Inc. and Colorado Satellite Broadcasting, Inc.(9)
        
  10.12   Telecommunications Services Agreement between WilTel Communications, LLC and Colorado Satellite Broadcasting, Inc.(10)
        
  10.13   Amendment No. 3 to Contract Number T70112100 between Colorado Satellite Broadcasting, Inc. and Intelsat USA Sales Corp.(11)
        
  10.14 # Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(12)
        
  10.15 * Summary of Director Compensation Arrangements(22)
        
  10.16 * 1998 Incentive Stock Plan(13)
        
  10.17 * 1999 Incentive Stock Plan(14)
        
  10.18 * Millennium Incentive Stock Option Plan(15)
 
   

Exhibit No.   Exhibit Description
  10.19 * 2001 Incentive Stock Plan(16)
        
  10.20 * 2007 Stock Incentive Plan(17)
        
  10.21 * Form of Award Agreements under 2007 Stock Incentive Plan(18)
        
  10.22 * Amended and Restated Independent Contractor Agreement, dated November 7, 2007, between New Frontier Media, Inc. and Matthew Pullam(19)
        
  10.23 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Michael Weiner(2)
        
  10.24 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Grant Williams(2)
        
  10.25 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ira Bahr(2)
        
  10.26 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ken Boenish(2)
        
  10.27 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Marc Callipari(2)
        
  10.28 * Amended and Restated Employment Agreement between New Frontier Media, Inc. and Scott Piper(2)
        
  10.29 # Amended and Restated Affiliation Agreement for DTH Satellite Exhibition of Cable Network Programming by and between Colorado Satellite Broadcasting, Inc. and DirecTV, Inc.(19)
        
  10.30   Stock Purchase Agreement, dated and effective as of November 13, 2008, by and between New Frontier Media, Inc. and Steel Partners II, L.P.(20)
        
  10.31 # Affiliation Agreement, dated January 1, 2000 and as amended to date, between the Company and Time Warner Cable, a division of Time Warner Entertainment Company, L.P.(21)
        
  10.32 # Video On Demand License Agreement, dated March 13, 2000 and as amended to date, between the Company and Time Warner Cable, a division of Time Warner Entertainment Company, L.P.(21)
        
  10.33 # Adult VOD License Agreement, dated October 18, 2002 and as amended to date, between Colorado Satellite Broadcasting, Inc. and Comcast Cable Communications, Inc.(21)
        
  10.34 # Pleasure Service License Agreement, dated November 16, 2000 and as amended to date, between Colorado Satellite Broadcasting, Inc. and Comcast Programming, a division of Comcast Corporation(21)
        
  10.35   First Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(21)
        
  10.36 # Second Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(21)
        
  10.37 # Third Amendment to Satellite Capacity Lease between Colorado Satellite Broadcasting, Inc. and Transponder Encryption Services Corporation(22)
        
  10.38 * First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Michael Weiner(22)
 
   

Exhibit No.   Exhibit Description
  10.39 * First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Grant Williams(22)
        
  10.40 * First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Ken Boenish(22)
        
  10.41 * First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Scott Piper(22)
        
  10.42 * First Amendment to the Amended and Restated Employment Agreement between New Frontier Media, Inc. and Marc Callipari(22)
        
  10.43   Promissory Note, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)
        
  10.44 # Business Loan Agreement, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)
        
  10.45   Commercial Security Agreement, dated December 15, 2009 between New Frontier Media, Inc. and Great Western Bank(23)
        
  10.46 ## TVN-CSB Adult VOD Services Agreement dated April 8, 2010 between Colorado Satellite Broadcasting, Inc. and TVN Entertainment Corporation(24)
        
  10.47 ## Amendment Four to Adult VOD License Agreement dated July 19, 2007 between Colorado Satellite Broadcasting, Inc. and Comcast Cable Communications, LLC
        
  21.01 Subsidiaries of the Company
        
  23.01 Consent of Grant Thornton LLP
        
  31.01 CEO Certification pursuant to Rule 13a-14(a)/15d-14(a)
        
  31.02 CFO Certification pursuant to Rule 13a-14(a)/15d-14(a)
        
  31.03   CEO Certification pursuant to Rule 13a-14(a)/15d-14(a)
        
  31.04   CFO Certification pursuant to Rule 13a-14(a)/15d-14(a)
        
  32.01 †† Section 1350 Certification of CEO
        
  32.02 †† Section 1350 Certification of CFO

(1)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on May 9, 2007 (File No. 000-23697).

(2)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2008 (File No. 000-23697).

(3)
Incorporated by reference to the corresponding exhibit included in the Company's Registration Statement on Form SB-2 filed on September 10, 1997 (File No. 333-35337).

(4)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on August 1, 2008 (File No. 000-23697).

(5)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999 (File No. 000-23697).

(6)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 000-23697).

(7)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 000-23697).

(8)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 (File No. 000-23697).

(9)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report filed on Form 10-K for the fiscal year ended March 31, 2004 (File No. 000-23697).

(10)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2004 (File No. 000-23697).

(11)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-23697).

(12)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2006 (File No. 000-23697).

(13)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on August 7, 1998 (File No. 000-23697).

(14)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on September 28, 1999 (File No. 000-23697).

(15)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on August 29, 2000 (File No. 000-23697).

(16)
Incorporated by reference to the Company's definitive proxy statement filed under cover of Schedule 14A on July 23, 2001 (File No. 000-23697).

(17)
Incorporated by reference to Appendix A to the Company's definitive proxy statement filed under cover of Schedule 14A on July 16, 2007 (File No. 000-23697).

(18)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on August 24, 2007 (File No. 000-23697).

(19)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2007 (File No. 000-23697).

(20)
Incorporated by reference to the corresponding exhibit included in the Company's Current Report on Form 8-K filed on November 14, 2008 (File No. 000-23697).

(21)
Incorporated by reference to the corresponding exhibit included in the Company's Annual Report filed on Form 10-K for the fiscal year ended March 31, 2009 (File No. 000-23697).

(22)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended September 30, 2009 (File No. 000-23697).

(23)
Incorporated by reference to the corresponding exhibit included in the Company's Quarterly Report filed on Form 10-Q for the quarter ended December 31, 2009 (File No. 000-23697).

(24)
Incorporated by reference to Exhibit 10.07 included in the Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2010 (File No. 000-23697).

*
Denotes management contract or compensatory plan or arrangement.

#
Confidential portions of this agreement have been redacted pursuant to a confidential treatment request filed separately with the SEC.

##
Confidential treatment has been requested as to portions of this exhibit. Such portions have been redacted and filed separately with the SEC.

Previously filed.

††
Previously furnished.



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EXPLANATORY NOTE
PART IV.
SIGNATURES.
EXHIBIT INDEX
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