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from www.dailycamera.com – Regulatory filings made Thursday reveal that the recent firing of Michael Weiner as New Frontier Media Inc.’s CEO came after the Boulder company’s board members believed he and another director had an “agenda” to sell the firm to an investor that made a hostile takeover bid earlier this year.

That director, David M. Nicholas, tendered his resignation Sept. 28 after a “fundamental disagreement” with fellow board members, who had asked him to step down from the role he held for 10 years, according to documents filed Thursday by New Frontier with the Securities and Exchange Commission.

Last month, New Frontier officials announced that the employment of Weiner, the company’s chief executive since 2004, had been terminated, and he was replaced as chairman of the board. However, details about the action were scarce.

The new SEC filings included two letters — Nicholas’ resignation and New Frontier’s reply sent Thursday — that shed light on apparent internal strife during what has been a volatile year for the adult entertainment-focused media company.

After receiving buyout offers — one of which was from investor Longkloof Ltd. and spawned a proxy contest and litigation — New Frontier formed a “special committee” consisting of independent board members, one of whom was Nicholas.

Nicholas was booted from the committee a month after its formation.

In their response to Nicholas’ letter of resignation, board members said they removed him from the committee because they believed he could not act in the best interest of shareholders and that he could not be “trusted to provide the special committee with your independent and unbiased judgment.”

“Specifically, we believe you had a clear conflict of interest in acting as ‘proxy’ on the special committee for (Weiner) and seeking to advance Michael’s agenda,” board members wrote in the letter.

“It became clear very early on in the special committee’s deliberations that you were committed to advancing Michael’s frequently stated and unambiguous preference for selling the company to the Longkloof/(Adam) Rothstein investor group even if such a transaction would not maximize value for our shareholders.”

Board members wrote that they believed Weiner and Nicholas to be “allies” with Longkloof, alleging the investor group invited the two to participate in their proxy contest.

“Such proxy contest, if successful, would have enabled Longkloof to take control of the company without being required to acquire all shares of the company (other than the shares held by Longkloof) at a price that maximized value for all shareholders,” the directors wrote.

In his resignation letter, Nicholas accused the special committee members of putting their own interests above that of shareholders, employees and other constituents of New Frontier.

Nicholas claimed that his efforts in August to voice concerns about the special committee’s actions and direction fell on deaf ears.

“It is my strong belief that the directors of any public company should be receptive to and welcome other points of view on the board,” he wrote, adding that the termination of Weiner’s employment and other actions of the board “made it impossible for me to continue to serve as a director (and) was in my view a coup d’etat carefully orchestrated by the members of the special committee to silence opposition.”

In his resignation letter, Nicholas detailed four areas that caused him concern: that the compensation of committee members was excessive; that the litigation with Longkloof was costly and unnecessary; he was excluded from the strategic review process; and that senior management and Weiner were shut out of the strategic review process.

“With my resignation, it is my hope that I have impressed upon shareholders an urgent need to question your true independence and closely monitor your future actions, including your decision to be the only director nominees up for election at the upcoming annual meeting of shareholders,” Nicholas wrote. “This board cries out for the addition of truly independent directors to serve as representatives of the shareholders.”