SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 11, 1999
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BIG ENTERTAINMENT, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 0-22908 65-0385686
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STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION IDENTIFICATION NO.)
2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (561) 998-8000
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
The registrant entered into an Agreement and Plan of Merger
dated as of January 10, 1999 (the "Merger Agreement") with The
Times Mirror Company, a Delaware corporation ("Times Mirror"),
Hollywood Online Inc., a California corporation and a wholly
owned subsidiary of Times Mirror ("HOL"), and Big Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of
the registrant ("Sub"). Pursuant to the Merger Agreement, Sub
will merge with and into HOL and the registrant will issue to
Times Mirror, in exchange for all of HOL's outstanding shares
of common stock (which are held by Times Mirror), $31 million
of shares of the registrant's common stock, par value $.01 per
share. The number of shares of the registrant's common stock
will be determined by dividing $31 million by the mean of (1)
the average of the closing bid prices of the registrant's
common stock on the NASDAQ SmallCap Market for the fifteen
trading days ended January 6, 1999 (which was $12.98 per
share) and (2) the average of the closing bid prices of the
registrant's common stock on the NASDAQ SmallCap Market for
the fifteen trading days beginning January 14, 1999.
Simultaneous with the execution of the Merger Agreement, each
of Mitchell Rubenstein, Laurie S. Silvers, Martin H. Greenberg
and Tekno Simon, LLC signed a voting agreement (the "Voting
Agreement") separately agreeing to vote their shares of the
registrant's common stock in favor of the registrant's
issuance of its common stock to Times Mirror pursuant to the
Merger (if a shareholder vote is required by NASDAQ rules and
regulations). Such shareholders collectively owned
approximately 30% of the outstanding shares of the
registrant's common stock as of January 10, 1999 (the date of
the Voting Agreement). Reference is made to the Merger
Agreement (including the Voting Agreement attached as Exhibit
D thereto) and the press release dated January 11, 1999 issued
by the registrant which are attached as Exhibits 2 and 99,
respectively, and are incorporated herein by reference.
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ITEM 7. EXHIBITS
Exhibit
number Description
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2 Agreement and Plan of Merger, dated as of January 10, 1999, by
and among The Times Mirror Company, Hollywood Online Inc., Big
Entertainment, Inc. and Big Acquisition Corp.
99 Press Release dated January 11, 1999 issued by Big
Entertainment, Inc.
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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.
BIG ENTERTAINMENT, INC.
By: /s/ Marci L. Yunes
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Name: Marci L. Yunes
Title: Chief Financial Officer
Date: January 19, 1999
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EXHIBIT INDEX
Exhibit
number Description
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2 Agreement and Plan of Merger, dated as of January 10, 1999, by
and among The Times Mirror Company, Hollywood Online Inc., Big
Entertainment, Inc. and Big Acquisition Corp.
99 Press Release dated January 11, 1999 issued by Big
Entertainment, Inc.
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