UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the
Securities Exchange Act of 1934
________________
NEW
FRONTIER ENERGY, INC.
(Name of
Subject Company (Issuer)) and Filing Persons (Offeror))
Paul G.
Laird
President,
Chief Executive Officer and Director
1789 W.
Littleton Blvd.
Littleton,
Colorado 80120
(303)
730-9994
CALCULATION
OF FILING FEE
|
Transaction
Valuation
|
|
Amount
of Filing Fee
|
|
$25,681,315.20
(1)
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$1,433.02
(2)
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(1) Estimated
solely for the purpose of calculating the filing fee in accordance with Rules
0-11(a)(4) and 0-11(b)(2) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and based on (i) the book value of the Series B
Preferred Stock of $2,768,035.20, and (ii) the book value of the Series C
Preferred Stock of $22,913,280.
(2) The
amount of the filing fee was calculated in accordance with Rule 0-11(a)(2)
promulgated under the Exchange Act by multiplying the Transaction Valuation by
.00005580 and equals $1,433.02.
o
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing registration statement number, or the Form or
Schedule and the date of filing.
o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check the
appropriate boxes to designate any transactions to which the statement
relates:
o
third-party
tender offer subject to Rule 14d-1.
x
issuer
tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3
o
amendment to Schedule 13D under Rule 13d-2.
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
o
Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
o
Rule 14d-1(d) (Cross–Border Third-Party Tender Offer)
Schedule
TO
This Issuer Tender Offer Statement on
Schedule TO (“Schedule TO”) relates to offers by New Frontier Energy,
Inc., a Colorado corporation (the “Company”) pursuant to Rule 13e-4 under
the Securities Exchange Act of 1934, as amended, to exchange (the “Exchange
Offer”) any and all of the Company’s issued and outstanding (i) Series B 12%
Cumulative Convertible Preferred Stock (“Series B Preferred Stock”) and the
accrued and unpaid dividends thereunder and (ii) 2.5% Series C Cumulative
Convertible Preferred Stock (“Series C Preferred Stock”) and the accrued and
unpaid dividends thereunder, for newly issued shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”) on the terms and subject
to the conditions described in the Offer to Exchange Statement dated October 8,
2009 (the “Offer to Exchange”), and in the Letter of Transmittal (which, as
amended or supplemented from time to time, together, constitute the Exchange
Offer).
This
Schedule TO is filed in satisfaction of the reporting requirements of
Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The
Exchange Offer is being made by the Company pursuant to an exemption from
registration under Section 3(a)(9) of the Securities Act of 1933, as
amended (the “Securities Act”).
The
information set forth in the Offer to Exchange, including the accompanying
Letter of Transmittal attached as Exhibit (a)(1)(B) hereto, is expressly
incorporated herein by reference in response to all items required in this
Schedule TO.
TABLE
OF CONTENTS
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ITEM 1.
SUMMARY TERM SHEET
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4
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ITEM 2.
SUBJECT COMPANY INFORMATION
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4
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ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON
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4
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ITEM 4.
TERMS OF THE TRANSACTION
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5
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ITEM 5.
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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5
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ITEM 6.
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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6
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ITEM 7.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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6
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ITEM 8.
INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
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7
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ITEM 9.
PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR
USED.
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7
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ITEM 10.
FINANCIAL STATEMENTS
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7
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ITEM 11.
ADDITIONAL INFORMATION
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7
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ITEM 12.
EXHIBITS
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8
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ITEM 13.
INFORMATION REQUIRED BY SCHEDULE 13E-3.
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8
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3
Item 1.
Summary Term Sheet.
The information set forth in the Offer
to Exchange in the sections entitled “Questions and Answers About the Exchange
Offers” and “Summary—Summary of the Exchange Offers” is incorporated herein by
reference.
Item 2.
Subject Company Information.
The name of the subject company is New
Frontier Energy, Inc. The address of the Company’s principal
executive offices is 1789 W. Littleton Blvd., Littleton, Colorado
80120. Its telephone number is (303) 730-9994.
The information set forth in the Offer
to Exchange on the cover page thereto and in the section entitled “Description
of the Exchangeable Securities and the Common Stock” is incorporated herein by
reference.
As of October 7, 2009, there were
19,040 shares of Series B Preferred Stock that are issued and outstanding and
216,000 shares of Series C Preferred Stock that are issued and
outstanding. As of October 7, 2009, there were 21,166,658 AC Warrants
and 10,583,545 BC Warrants issued and outstanding.
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(c)
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Trading
Market and Price.
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The information set forth in the Offer
to Exchange in the section entitled “Market For Our Common Stock” is
incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
The filing person is the
Company. The information set forth in Item 2(a) above is incorporated
herein by reference.
Pursuant to Instruction C to
Schedule TO, the following persons are the directors and executive officers
of the Company.
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Name
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Position
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Paul
G. Laird
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Chief
Executive Officer, President, Principal Financial and
Accounting
Officer, Treasurer and Director
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Samyak
Veera
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Chairman
and Director
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Lazar
G. Schafran
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Director
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4
The address and telephone number of
each director and executive officer is: c/o New Frontier Energy, Inc., 1789 W.
Littleton Blvd., Littleton, Colorado 80120, (303) 730-9994.
Item 4.
Terms of the Transaction.
The information set forth in the Offer
to Exchange in the sections entitled “Questions and Answers About the Exchange
Offers,” “Summary,” “Summary of the Exchange Offers,” “The Exchange Offers,”
“Comparison of Rights Between the Exchangeable Securities and Our Common Stock,”
“Description of the Exchangeable Securities and the Common Stock” and “Income
Tax Considerations” is incorporated herein by reference.
The Company’s Exchangeable Securities
are held by and may be purchased from certain officers, directors or affiliates
of the Company. The information set forth under the caption “Interests of
Directors and Officers” in the Offer to Exchange is incorporated herein by
reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
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(e)
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Agreements
Involving the Subject Company’s
Securities.
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The information set forth in the Offer
to Exchange in the sections entitled “Where You Can Find More Information” and
“Description of the Exchangeable Securities and the Common Stock” is
incorporated herein by reference.
The Company has entered into the
following arrangements in connection with the Exchangeable
Securities:
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•
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Certificate
of Preferences, Rights and Limitations establishing the rights of the
Company’s Series B Preferred Stock.
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•
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Certificate
of Preferences, Rights and Limitations establishing the rights of the
Company’s Series C Preferred Stock.
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•
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Form
of Subscription Agreement by and between the Company and each investor in
the Series B Preferred Stock.
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•
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Form
of Subscription Agreement by and between the Company and each investor in
the Series C Preferred Stock.
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•
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AC
Warrant issued to the investors in the Series C Preferred
Stock.
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•
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BC
Warrant issued to the investors in the Series C Preferred
Stock.
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5
Item 6.
Purposes of the Transaction and Plans or Proposals.
The information set forth in the Offer
to Exchange in the sections entitled “Questions and Answers About the Exchange
Offers —What is the purpose of the Exchange Offers?” and “The Exchange
Offer—Background and Purpose of the Exchange Offers” is incorporated herein by
reference.
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(b)
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Use
of Securities Acquired.
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The information set forth in the Offer
to Exchange in the sections entitled “Questions and Answers About the Exchange
Offer—What do we intend to do with the shares of Preferred Stock that are
tendered in the Exchange Offer,” “Summary—Summary of the Exchange Offer,” “Use
of Proceeds” and “The Exchange Offers – Background and Purpose of the Exchange
Offer” is incorporated herein by reference.
(d) Plans.
The information set forth in the Offer
to Exchange in the sections entitled “The Exchange Offers – Future Transactions”
is incorporated herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration.
The information set forth in the Offer
to Exchange in the sections entitled “Questions and Answers About the Exchange
Offers - What are the key terms of the Exchange Offers,” “Summary - Summary of
the Exchange Offers,” and “The Exchange Offers - Terms of the Exchange Offers”
is incorporated herein by reference. Assuming full participation in the Exchange
Offers, the Company would be required to issue 61,299,563 shares of Common Stock
in exchange for the Exchangeable Securities.
Not applicable.
Not applicable.
6
Item 8.
Interest in the Securities of the Subject Company.
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(a)
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Securities
Ownership.
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The information set forth under the
caption “Interests of Directors and Officers and Transactions in the Company’s
Securities” in the Offer to Exchange is incorporated herein by
reference.
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(b)
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Securities
Transactions.
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The information set forth under the
caption “Interests of Directors and Officers and Transactions in the Company’s
Securities” in the Offer to Exchange is incorporated herein by
reference.
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used.
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(a)
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Solicitations
or Recommendations.
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The information set forth in the Offer
to Exchange in the sections entitled “The Exchange Offers” is incorporated
herein by reference. No persons have been directly or indirectly
employed, retained or otherwise compensated to make solicitations or
recommendations in connection with the Exchange Offers, other than certain
employees of the Company, none of whom will receive any special or additional
compensation in connection with the Exchange Offers beyond their normal
compensation. See the information set forth in the Offer to Exchange under the
caption “Notice to Investors.”
Item 10.
Financial Statements.
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(a)
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Financial
Information.
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The information set forth in the Offer
to Exchange in the sections entitled “Where You Can Find More Information” and
“Selected Financial Data” is incorporated herein by reference. The Company’s
Annual Report on Form 10-K for the fiscal year ended February 28, 2009, as
amended and the Company’s Quarterly Report on Form 10-Q for the period ended May
31, 2009 are incorporated herein by reference and can also be accessed
electronically on the website of the Securities and Exchange Commission (the
“SEC”) at
http://www.sec.gov
.
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(b)
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Pro
Forma Information.
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The information set forth in the Offer
to Exchange under the caption “Unaudited Pro Forma Financial Information” is
incorporated herein by reference.
Item 11.
Additional Information.
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(a)
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Agreements,
Regulatory Requirements and Legal
Proceedings.
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The information set forth in the Offer
to Exchange in the sections entitled “The Exchange Offers – Future
Transactions,” “Risk Factors,” “Interests of Directors and Officers and
Transactions in the Company’s Securities,” “Certain Securities Laws
Considerations,” is incorporated herein by reference.
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(b)
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Other
Material Information.
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The information set forth in the Offer
to Exchange and the Letter of Transmittal is incorporated herein by
reference.
7
Item 12.
Exhibits.
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(a)(1)(A)*
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Offer
to Exchange dated October 8, 2009.
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(a)(1)(B)*
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Form
of Letter of Transmittal.
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(a)(1)(C)*
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Form
of Cover Letter to Letter of Transmittal.
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(b)
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Not
applicable.
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(d)(1)
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Certificate
of Designations establishing the rights of the Company’s Series B
Preferred Stock (incorporated herein by reference to Exhibit 3.1
filed on Current Report Form 8-K on November 17, 2004.
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(d)(2)
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Certificate
of Designations establishing the rights of the Company’s Series C
Preferred Stock (incorporated herein by reference to Exhibit 3.1
filed with the Company’s Current Report on Form 8-K filed November
27, 2006).
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(d)(3)
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Form
of Subscription Agreement for Series B Preferred Stock (incorporated
herein by reference to Exhibit 10.1 of the Company’s filed with the
Company’s Registration Statement on Form SB-2 filed March 2,
2005).
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(d)(4)*
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Form
of Subscription Agreement for Series C Preferred Stock.
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(d)(5)
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Form
of AC Warrant (incorporated herein by reference to Exhibit 10.1 of
the Company’s filed with the Company’s Registration Statement on Form SB-2
filed July 31, 2007).
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(d)(6)
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Form
of BC Warrant (incorporated herein by reference to Exhibit 10.2 of
the Company’s filed with the Company’s Registration Statement on Form SB-2
filed July 31, 2007).
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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Item 13.
Information Required by Schedule 13E-3.
Not applicable.
8
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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NEW
FRONTIER ENERGY, INC.
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By:
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/s/
Paul G. Laird
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Name: Paul
G. Laird
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Title: Chief
Executive Officer, President, Principal Financial and Accounting Officer,
Treasurer and Director
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Date: October
9, 2009
9