SECURITIES AND EXCHANGE COMMISSION FORM SB-2 Optional form for registration of securities to be sold to the public by small business issuers Filing Date: 1997-09-10 SEC Accession No. 0000912057-97-030428 (HTML Version on secdatabase.com) FILER NEW FRONTIER MEDIA INC /CO/ Business Address 1050 WALNUT ST CIK:847383| IRS No.: 841084061 | State of Incorp.:CO | Fiscal Year End: 0331 STE 301 Type: SB-2 | Act: 33 | File No.: 333-35337 | Film No.: 97678603 BOULDER CO 80302 SIC: 6770 Blank checks 3034440632 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997. REGISTRATION NO. 33- . - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ NEW FRONTIER MEDIA, INC. (Exact name of small business issuer as specified in its charter) COLORADO 5190 84-1084061 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of Identification No.) incorporation or organization) Classification Code 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) ------------------------------ Copies of all communications to: Issuer's Counsel: Underwriter's Counsel: KENT D. KRAUSMAN, ESQ. DENNIS J. DOUCETTE, ESQ. Krausman, L.L.C. Luce, Forward, Hamilton & Scripps, LLP 3200 Cherry Creek South Drive, Suite 600 West Broadway, Suite 2600 400 Denver, Colorado 80209 San Diego, California 92101 Telephone: (303) 777-6277 Telephone: (619) 236-1414 Facsimile: (303) 777-8277 Facsimile: (619) 232-8311 APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ ------------------------------ CALCULATION OF REGISTRATION FEE <TABLE> <CAPTION> PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITY AMOUNT BEING MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION BEING REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE FEE <S> <C> <C> <C> <C> Common Stock, par value $.001 per share..... 1,725,000 $5.00 $8,625,000 $2,614 Common Stock, par value $.001 per share, Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document issuable upon exercise of the Underwriter's Warrants(3)................. 150,000 $6.00 $900,000 $273 Totals...................................... $9,525,000 $2,886 </TABLE> (1) Includes 225,000 shares which the Underwriters have the option to purchase to cover overallotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as amended. (3) The Company has agreed to sell the Managing Underwriter a Warrant (the "Underwriter's Warrant") for $100 at closing of this offering. The Underwriter's Warrant shall entitle the Managing Underwriter to purchase up to 10 percent of the number of shares of Common Stock purchased by the underwriters in this offering. The Underwriter's Warrant is exercisable at 120 percent of the offering price of the shares of Common Stock being offered hereby, for a period of four years beginning one year from the date of closing of this offering. See "UNDERWRITING." ------------------------------ 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 <TABLE> <CAPTION> ITEM CAPTION LOCATION OR CAPTION IN PROSPECTUS - ----------- ---------------------------------------------------- ---------------------------------------------------- <C> <S> <C> 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus............................ Outside Front Cover Page 2. Inside Front and Outside Back Cover Page of Prospectus.......................................... Inside Front and Outside Back Cover Pages 3. Summary Information and Risk Factors................ Prospectus Summary; Risk Factors 4. Use of Proceeds..................................... Use of Proceeds 5. Determination of Offering Price..................... Cover Page; Risk Factors; Underwriting 6. Dilution............................................ Dilution 7. Selling Security Holders............................ Not Applicable 8. Plan of Distribution................................ Underwriting 9. Legal Proceedings................................... Not Applicable 10. Directors, Executive Officers, Promoters and Control Persons............................................. Management; Principal Shareholders 11. Security Ownership of Certain Beneficial Owners and Management.......................................... Principal Shareholders 12. Description of Securities........................... Description of Securities 13. Interest of Named Experts and Counsel............... Legal Matters 14. Disclosure of Commission Position on Indemnification for Securities...................................... Part II: Item 24; Item 28 15. Organization Within Last Five Years................. Prospectus Summary; Certain Transactions 16. Description of Business............................. Risk Factors; Business 17. Management's Discussion and Analysis or Plan of Operations.......................................... Management's Discussion and Analysis of Financial Condition and Results of Operations 18. Description of Property............................. Not Applicable 19. Certain Relationships and Related Transactions........................................ Certain Transactions 20. Market for Common Equity and Related Shareholder Matters............................................. Description of Securities 21. Executive Compensation.............................. Management--Executive Compensation 22. Financial Statements................................ Financial Statements 23. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................. Not Applicable </TABLE> SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 1997. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS [LOGO] NEW FRONTIER MEDIA, INC. SHARES OF COMMON STOCK All of the shares of Common Stock offered hereby are being sold by New Frontier Media, Inc. (the "Company"). Prior to this Offering, a limited public market for the Common Stock of the Company has existed. The Company's Common Stock is currently traded on the Nasdaq "Bulletin Board" under the symbol "NOOF." The last reported sale price of the Common Stock on the Bulletin Board was $5.00 per share. It is currently estimated that the public Offering price will be between $5.00 and $5.50 per share. See "UNDERWRITING" for a discussion of the factors to be considered in determining the public Offering price. The Company has applied to have its Common Stock approved for quotation on the Nasdaq SmallCap market under the symbol "NOOF." THE