June 12, 2000 08:43am
New Frontier Media Passes Final Hurdle for Continued Listing Status on NASDAQ
Source: New Frontier Media, Inc.
by: Company Press Release
(BOULDER, CO) -- New Frontier Media, Inc. (Nasdaq: NOOF - news), a leader in the electronic distribution of adult entertainment, announced that the 45-day review period has passed during which the NASDAQ Listing and Hearing Review Council could have called for review of the April 25, 2000 Nasdaq Listing and Qualifications Panel decision to continue the listing of the Company's stock on Nasdaq.
Mark H. Kreloff, the Company's Chairman & CEO, said, ``With this last hurdle now behind us, we can focus 100% of our efforts on expanding the reach of our television networks and Internet sites. Living through the prospect of the potential delisting of our shares from Nasdaq for the past 18 months has been extremely challenging for us and our shareholders. We wish to thank the Panel for their fairness in their dealings with us and our legal counsel, Fried, Frank, Harris, Shriver & Jacobson, and Lehman & Eilen, for their extraordinary help and assistance in finally putting our ''Nasdaq issue`` behind us. We would also like to extend our gratitude toward our shareholders for their support throughout the process.'' Kreloff added, ``We remain committed to ensuring future compliance with Nasdaq's rules.''
As previously disclosed, the Company's continued NASDAQ listing was considered and maintained by a Nasdaq Listing and Qualifications Panel in July 1999. In accordance with the advice of counsel, the Company had consummated two transactions that were found not to have received advance shareholder approval, as required by the NASD's rules. In August 1999, the NASDAQ Listing and Hearing Review Council called the matter for review ``in order to determine whether the Panel's decision to continue the listing of the Company's securities was appropriate ... ''
The Council reversed the Panel's July 1999 decision to continue listing of the Company's shares, but determined to permit continued listing for a 60-day time period to provide an opportunity for the Company to rescind or restructure the transactions at issue to the Panel's satisfaction. On April 14, 2000, the Company completed a restructuring of the transactions, which involved the contribution to the Company by members of management of $1.3 million in cash and 589,135 shares of the Company stock, for a total consideration of $7,449,155. By letter dated April 24, 2000, the Panel accepted the Company's proposed restructuring and determined that the Company had complied with the terms of the Review Council's exception. The Panel concluded: ``Therefore, the Company's securities will continue to be listed on The Nasdaq SmallCap Market.''
The Panel decision, however, was subject to review by the Council for a period of 45 days. It is this 45-day period which has now passed without a call for review by the Council. Therefore, the Company securities will continue to be listed on The Nasdaq SmallCap Market in accordance with the Panel decision.
ABOUT NEW FRONTIER MEDIA, INC.
New Frontier Media, Inc. is a leader in the electronic distribution of adult entertainment with an unparalleled library of content. Through its television subsidiary, the Company distributes adult entertainment via pay-per-view and subscription cable/satellite video networks. Cable/DBS networks include Pleasure(TM), the most-edited standard available in the category; TeN, The Erotic Network(TM) and ETC, Erotic Television Clips(TM) which incorporates a partial-editing standard and Extasy(TM), the least-edited standard.
Through its Internet subsidiaries, New Frontier Media designs, creates and implements Company-owned subscription/membership-based web sites for the adult Internet consumer markets. It also operates Internet traffic sales and acquisition programs for the adult webmaster community. In addition, the Company serves as a single source for a comprehensive range of high-performance Internet products and services, including transaction processing, dedicated access, web hosting, co-location, e-commerce application development, streaming media, and bandwidth management. New Frontier Media's network infrastructure enables the delivery of live and on-demand video events to millions of Internet users.
For more information contact Keely Hawk, VP Corporate Communications at (303) 444-0900, extension 145.
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of Securities & Exchange Act. The Company intends 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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