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New Frontier Media 10-Q 2010

Documents found in this filing:

  1. 10-Q/A
  2. Ex-10.08
  3. Ex-31.03
  4. Ex-31.04
  5. Ex-31.04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q/A

 

(Amendment No. 1)

 

x      Quarterly report under Section 13 or 15(d) of the Securities and Exchange Act of 1934.

 

For the quarterly period ended June 30, 2010

 

o         Transition Report under Section 13 or 15(d) of the Exchange Act.

 

For the transition period from               to              

 

000-23697

(Commission file number)

 

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

Incorporation or organization)

 

Identification Number)

 

7007 Winchester Circle, Suite 200, Boulder, CO 80301

(Address of principal executive offices)

 

(303) 444-0900

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes x No o

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

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 x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

 

As of August 1, 2010, 19,432,317 shares of Common Stock, par value $.0001, were outstanding.

 

 

 



 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 10-Q on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of New Frontier Media, Inc. (the “Company”) for the quarter ended June 30, 2010, filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2010 (the “Original Filing”). This Amendment is being filed solely to file the revised redacted version of Exhibit 10.08 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.

 

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.

 

2



 

ITEM 6. EXHIBITS.

 

Exhibit No.

 

Exhibit Description

 

 

 

10.01†

 

Employment Agreement between MRG Entertainment, Inc. and Richard Bruce Goldberg

10.02†

 

Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Richard Bruce Goldberg

10.03†

 

Second Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Richard Bruce Goldberg

10.04†

 

Employment Agreement between MRG Entertainment, Inc. and Marc Laurence Greenberg

10.05†

 

Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Marc Laurence Greenberg

10.06†

 

Second Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Marc Laurence Greenberg

10.07†#

 

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

10.08#

 

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

31.01†

 

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

31.02†

 

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

31.03

 

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

31.04

 

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

32.01††

 

Certification by CEO Michael Weiner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02††

 

Certification by CFO Grant Williams pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


# 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.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

 

 

NEW FRONTIER MEDIA, INC.

Dated: December 10, 2010

By:

/s/ Michael Weiner

 

Name:

Michael Weiner

 

Title:

Chief Executive Officer

 

 

 

 

 

 

Dated: December 10, 2010

 

/s/ Grant Williams

 

Name:

Grant Williams

 

Title:

Chief Financial Officer and Chief Accounting Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

 

 

 

10.01†

 

Employment Agreement between MRG Entertainment, Inc. and Richard Bruce Goldberg

10.02†

 

Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Richard Bruce Goldberg

10.03†

 

Second Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Richard Bruce Goldberg

10.04†

 

Employment Agreement between MRG Entertainment, Inc. and Marc Laurence Greenberg

10.05†

 

Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Marc Laurence Greenberg

10.06†

 

Second Amendment to Employment Agreement between MRG Entertainment, Inc., New Frontier Media, Inc. and Marc Laurence Greenberg

10.07†#

 

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

10.08#

 

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

31.01†

 

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

31.02†

 

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

31.03

 

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

31.04

 

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

32.01††

 

Certification by CEO Michael Weiner pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02††

 

Certification by CFO Grant Williams pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


# 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.

 

5


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