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) December 9, 2002
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HOLLYWOOD MEDIA CORP.
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(Exact Name of Registrant as Specified in 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 and Required FD Disclosure.
On December 9, 2002, Hollywood Media Corp. ("Hollywood Media") amended the terms
of its shareholder rights plan (the "Plan") to increase the amount of shares
that can be acquired by a shareholder under certain circumstances without the
holder being deemed an "Acquiring Person" under the Plan. Under the Plan as
amended, if a shareholder becomes the holder of more than 15% of Hollywood
Media's Common Stock by reason of a reduction in the number of Hollywood Media's
outstanding shares in a board-approved transaction, the holder would be
permitted to acquire up to an additional 5% of the Common Stock without being
deemed an Acquiring Person under the Plan. Prior to such amendment, a holder
would be permitted to acquire up to 1% more of the Common Stock under such
circumstances.
In connection with such amendment, Hollywood Media's management considered a
range of factors, including the substantial reduction in the number of Hollywood
Media's outstanding shares in August 2002 pursuant to its previously reported
Exchange Agreement with Viacom Inc. Pursuant to the Exchange Agreement,
Hollywood Media's outstanding shares decreased from approximately 29.0 million
shares to approximately 20.2 million shares.
The amendment to the Plan was made by amending Hollywood Media's Amended and
Restated Rights Amendment dated as of August 23, 1996 between Hollywood Media
and American Stock Transfer & Trust Company, as Rights Agent.
The foregoing description of the amendment to the Plan is only a summary and is
qualified by reference to the full text of such amendment, which amendment is
filed as an exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Item 7. - Financial Statements, Pro Forma Information and Exhibits.
(c) Exhibits.
10.1 Amendment No. 1, dated as of December 9, 2002, to Amended and
Restated Rights Amendment dated as of August 23, 1996 between
Hollywood Media Corp. and American Stock Transfer & Trust
Company.
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
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Mitchell Rubenstein
Chief Executive Officer
Date: December 9, 2002
EXHIBIT INDEX
Exhibit Number Description
10.1 Amendment No. 1, dated as of December 9, 2002, to Amended and
Restated Rights Amendment dated as of August 23, 1996 between
Hollywood Media Corp. and American Stock Transfer & Trust
Company.