Mail Stop 3561
February 2, 2005
Mitchell Rubenstein
Chief Executive Officer
Hollywood Media Corp.
225 Glades Road, Suite 221-A
Boca Raton, FL 33431
Re: Hollywood Media Corp.
Registration Statement on Form S-3
Filed January 6, 2006
File No. 333-130903
Form 10-Q for the Fiscal Quarter Ended September 30, 2005
Filed November 11, 2005
File No. 1-14332
Dear Mr. Rubenstein:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
1. According to your disclosure and the Notes Purchase Agreement
dated November 22, 2005, should you exercise your right to extend
the
maturity of the senior notes for six months, you will deliver to
the
note holders additional five-year extension warrants to purchase
an
aggregate of 100,000 shares of common stock. Please note that if
you
continue to issue privately additional convertible securities
after
filing the resale registration statement for the securities
underlying the previously sold convertible securities, the
continuation of the same offering calls into question the Section
4(2) exemption generally claimed for the entire convertible
securities offering. Refer to Securities Act Section 3S(b) of the
Division of Corporation Finance, Manual of Publicly Available
Telephone Interpretations (March 1999 Supplement). In addition,
the
investor does not appear to be at market risk since the exercise
price of the extension warrants is not fixed. Please tell us the
exemption relied upon for the private placement of the senior
notes
and warrants and how the possible future issuance of the extension
warrants impacts the availability of the exemption. In
particular,
please address how the private placement has been completed prior
to
the filing of the registration statement in light of the extension
warrants that may be issued after the filing of the resale
registration statement.
Selling Shareholders, page 14
2. Please identify all selling shareholders who are registered
broker-dealers or affiliates of broker dealers. Additionally,
please
tell us if the broker-dealer received the securities as
underwriting
compensation. Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker dealers as underwriters if the shares were not issued
as
underwriting compensation.
3. If any of the selling shareholders are broker-dealers or
affiliates of broker-dealers, please provide an analysis
supporting
your position that the resale of securities by any affiliates of
broker-dealers is not an indirect primary offering. Your analysis
should address the following points:
* how long the selling shareholders have held the securities;
* the circumstances under which the selling shareholders received
the
securities;
* the selling shareholders` relationship to the issuer;
* the amount of securities involved;
* whether the sellers are in the business of underwriting
securities;
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:
* the seller purchased in the ordinary course of business; and
* at the time of the purchase of the securities to be resold the
seller had
no agreements or understandings, directly or indirectly, with any
person to distribute the securities.
Form 10-Q for the Fiscal Quarter Ended September 30, 2005
Controls and Procedures, page 47
4. We note your disclosure that your disclosure controls and
procedures were not effective "[t]o ensure that information
required
to be disclosed by us in reports we file or submit under the
Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the rules and forms of the Securities and
Exchange Commission." Since you have included a portion of the
definition of disclosure controls and procedures in your
disclosure,
please include the entire definition. In future filings, please
revise to clarify, if true, that your disclosure controls and
procedures are also designed to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure. See
Exchange Act Rule 13a-15(e).
5. We note your disclosure that "[O]ther than as described below,
there have been no changes in Hollywood Media`s internal control
over
financial reporting...." Please revise to state clearly, if true,
that there were changes in your internal control over financial
reporting that occurred during this quarter that have materially
affected, or are reasonably likely to materially affect, your
internal control over financial reporting. Further, you state
that
the changes are "described below," however, it does not appear
that
you have provided the description. Accordingly, please describe
to
us the changes in your internal control over financial reporting
during the last fiscal quarter, and in future filings, please
revise
to include this disclosure. Refer to Item 308(c) of Regulation S-
K.
Exhibit 31
6. We note that you refer to the title of the certifying
individual
in the first line of the certification. In future filings, please
revise to remove the title of the certifying officer.
******
As appropriate, please amend your document in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
Peggy Kim, Senior Staff Attorney, at (202) 551-3411 or me at (202)
551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Steven Vazquez, Esq.
Foley & Lardner LLP
Fax: (813) 221-4210
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Michael Rubenstein
Hollywood Media Corp.
February 2, 2006
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