As filed with the Securities and Exchange Commission on May 3, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HOLLYWOOD MEDIA CORP.
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(Exact name of registrant as specified in its charter)
Florida 65-0385686
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2255 Glades Road, Suite 221-A Mitchell Rubenstein
Boca Raton, Florida 33431 Chief Executive Officer
(561) 998-8000 Hollywood Media Corp.
-------------------------------------- 2255 Glades Road, Suite 221-A
(Address of registrant's principal Boca Raton, Florida 33431
executive offices, including zip code) Telephone No. (561) 998-8000
Facsimile No. (561) 998-2974
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(Name and address of agent for service,
including telephone number)
HOLLYWOOD MEDIA CORP. 2004 STOCK INCENTIVE PLAN
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(Full title of the plan(s))
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CALCULATION OF REGISTRATION FEE
ROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) PRICE (2) FEE
------------------- ----------------- --------------- ------------------ ------------
COMMON STOCK,
$.01 PAR VALUE 1,500,000 shares $ 4.815 $ 7,222,500 $ 850.09
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(1) This Registration Statement covers 1,500,000 shares of common stock, par
value $.01 per share ("Common Stock") of Hollywood Media Corp., a Florida
corporation (the "Registrant") that may be offered or sold pursuant to the
Hollywood Media Corp. 2004 Stock Incentive Plan (the "2004 Plan"). In
addition, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also includes (i) an
indeterminate number of additional shares of Common Stock that may be
offered, issued, or sold pursuant to the 2004 Plan as a result of stock
splits, stock dividends, anti-dilution provisions or similar transactions,
and (ii) an indeterminate amount of interests in the 2004 Plan to be offered
or sold pursuant to such plan, if and to the extent applicable.
(2) Estimated solely for the purpose of determining the registration fee and
calculated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of $4.815 per share, which was the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq Stock Market on April 28, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Introductory Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents (or portions thereof, as indicated)
previously filed with the Securities and Exchange Commission (the "Commission")
by the Registrant:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 and any and all amendments thereto,
including Amendment No. 1 thereto filed on May 2, 2005;
(b) the Registrant's Current Reports on Form 8-K filed on January 7,
2005, March 24, 2005, April 1, 2005, April 11, 2005 and April 12,
2005, respectively;
(c) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(d) the description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of
updating such description.
In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement, and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such reports and documents.
For purposes of this Registration Statement, any document or any
statement contained in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Brian Walsh, who is giving an opinion upon the validity of the shares
of Common Stock being registered under this Registration Statement, is employed
by the Registrant as an Associate General Counsel of the Registrant. Mr. Walsh
holds certain stock options to purchase shares of the Registrant's Common Stock,
which options were previously granted by the Registrant to him under the
Registrant's stock option plans in connection with his employment by the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") to indemnify its directors and officers to
the extent permitted in the FBCA against liability which a director or officer
may incur in his or her capacity as such. The Registrant's Articles of
Incorporation, as amended, provide that the Registrant shall indemnify its
officers and directors to the fullest extent not prohibited by law. The
Registrant has entered into indemnification agreements with each of its
directors and executive officers wherein it agreed to indemnify each of them to
the fullest extent permitted by law, and the Registrant may from time to time
enter into other agreements with such persons regarding such indemnification.
The provisions of the FBCA that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, the FBCA does not permit
indemnification of a director or officer under certain circumstances, including
in the event that a judgment or other final adjudication establishes that his or
her actions or omissions were material to the cause of action so adjudicated and
constitute: (a) violations of criminal laws, unless the director or officer had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful, (b) deriving an improper personal benefit from
a transaction, (c) in the case of a director, a circumstance under which the
director has liability for voting for or assenting to an unlawful distribution,
and (d) willful misconduct or conscious disregard for the best interests of the
Registrant in a proceeding by or in the right of the Registrant to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant has obtained and presently intends to maintain in effect
directors' and officers' liability insurance policies providing customary
coverage for its directors and officers against losses and liabilities incurred
by them in their capacities as directors and officers of the Registrant.
The above discussion of the Registrant's Articles of Incorporation,
indemnification agreements, and Florida laws, is only a general summary and is
respectively qualified in its entirety by such documents and laws.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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4.1 Registrant's Third Amended and Restated Articles of
Incorporation(1)
4.2 Registrant's Bylaws(2)
4.3 Form of Common Stock Certificate(3)
4.4 Rights Agreement dated as of August 23, 1996 between the
Registrant and American Stock Transfer & Trust Company, as
Rights Agent(4)
4.5 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. (5)
5.1 Opinion and Consent of Counsel
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Counsel (included in the opinion filed as Exhibit
5.1 to this Registration Statement)
24.1 Power of Attorney (included on signature pages hereof)
99.1 Hollywood Media Corp. 2004 Stock Incentive Plan (6)
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(1) Incorporated by reference to the exhibit filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2000, and to exhibit 3.1
filed with the Registrant's Quarterly Report of Form 10-Q filed on November
15, 2004.
(2) Incorporated by reference from the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
(3) Incorporated by reference to the exhibit filed with the Registrant's
Registration Statement on Form SB-2 (No. 33-69294).
(4) Incorporated by reference to Exhibit 1 filed with the Registrant's Current
Report on Form 8-K filed with the Commission on October 20, 1999.
(5) Incorporated by reference from the exhibit filed with the Registrant's
Current Report on Form 8-K filed on December 10, 2002.
(6) Incorporated by reference from Appendix B to the Registrant's Proxy
Statement filed on November 4, 2004.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof),
which, individually or in the aggregate, represent a
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fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of the securities at that time to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on May 1, 2005.
HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein
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Mitchell Rubenstein
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Mitchell Rubenstein and Laurie S. Silvers, each of them singly, his or her true
and lawful attorneys-in-fact, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Securities and Exchange Commission, and he or she hereby ratifies and confirms
all that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Mitchell Rubenstein Chairman of the Board and May 1, 2005
----------------------- Chief Executive Officer
Mitchell Rubenstein (Principal executive officer)
/s/ Laurie Silvers Vice Chairman of the Board, May 1, 2005
----------------------- President and Secretary
Laurie Silvers
/s/ Scott Gomez Vice President of Finance May 1, 2005
----------------------- and Accounting
Scott Gomez (Principal financial and
accounting officer)
/s/ Harry T. Hoffman Director May 2, 2005
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Harry T. Hoffman
Director May _, 2005
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Robert E. McAllan
/s/ Deborah J. Simon Director May 2, 2005
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Deborah J. Simon
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INDEX OF EXHIBITS FILED HEREWITH
EXHIBIT DESCRIPTION
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5.1 Opinion and Consent of Counsel
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Counsel (included in the opinion filed as
Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on signature pages hereof)