SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 28, 2002
--------------------------------
HOLLYWOOD MEDIA CORP.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 0-22908 65-0385686
- --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
2255 GLADES ROAD, SUITE 237 WEST, BOCA RATON, FLORIDA 33431
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 998-8000
----------------------------
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On August 28, 2002, Hollywood Media Corp. announced that it had entered into an
Exchange Agreement, dated August 28, 2002 (the "Exchange Agreement"), among
Hollywood Media, its wholly owned subsidiaries, hollywood.com, Inc. and
Broadway.com, Inc., and Viacom Inc. Pursuant to the Exchange Agreement, Viacom
reconveyed to Hollywood Media an aggregate of 8,614,687 shares of Hollywood
Media's common stock, $.01 par value per share, and warrants held by Viacom to
purchase 262,973 shares of Hollywood Media's common stock were cancelled. Viacom
also paid Hollywood Media $2.0 million in cash. As a result of the transaction,
Viacom no longer owns any shares of Hollywood Media's common stock or warrants
to purchase common stock and Hollywood Media's shares outstanding decreased to
approximately 20.4 million shares from approximately 29.0 million shares.
Hollywood Media retained $5.0 million in non-cash advertising and promotion
across CBS properties for use through December 31, 2003. Each of the Advertising
and Promotion Agreement and Content License Agreement, dated as of January 3,
2000, between hollywood.com, Inc. and Viacom, including hollywood.com, Inc.'s
right to air additional advertising and promotion on CBS properties through
October 2006, was terminated. The value of the terminated advertising and
promotion under the Advertising and Promotion Agreement and Content License
Agreement as carried on Hollywood Media's balance sheet was approximately $66.0
million. The reduction to fair value for the remaining $5.0 million in
advertising plus the difference between (1) the carrying value of hollywood.com,
Inc.'s terminated advertising rights and (2) the value of the securities
transferred and cancelled by Viacom and the $2.0 million in cash paid by Viacom
will be reported in the third quarter of 2002 as a non-cash accounting charge of
approximately $58.0 million. As a result of the transaction, Hollywood Media
will decrease its annual non-cash amortization expense by approximately $17.0
million per year over the next four years.
The parties also terminated each of the following additional agreements to which
they were a party: (1) the Stock Purchase Agreement dated as of August 26, 1999,
(2) the Investor's Rights Agreement dated as of January 3, 2000, (3) the Voting
Agreement dated as of January 3, 2000, (4) the Securities Purchase Agreement
dated as of April 25, 2001, and (5) the Registration Rights Agreement dated as
of May 1, 2001. Under the Voting Agreement, Viacom had the right to nominate two
individuals for election to Hollywood Media's board of directors. Viacom's
designees were Peter Glusker and Bryon Rubin. As a result of the termination of
the Voting Agreement and Viacom's right to nominate individuals for election to
Hollywood Media's board of directors, Mr. Glusker and Mr. Rubin resigned as
directors of Hollywood Media.
The foregoing description of the Exchange Agreement does not purport to be
complete and is qualified by reference to the full text of the Exchange
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Hollywood Media's press release dated August 28, 2002 announcing the
2
transactions contemplated by the Exchange Agreement is filed as Exhibit 99.1 to
this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
1. Exchange Agreement, dated as of August 28, 2002, among
Hollywood Media Corp., hollywood.com, Inc., Broadway.com,
Inc. and Viacom Inc.
2. Press Release dated August 28, 2002
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein
---------------------------------------
Mitchell Rubenstein
Chairman and Chief Executive Officer
Date: August 28, 2002
4
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.1 Exchange Agreement, dated August 28, 2002, among Hollywood
Media Corp., hollywood.com, Inc., Broadway.com, Inc. and
Viacom Inc.
99.1 Press Release dated August 28, 2002
5