UNITED STATES
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) SEPTEMBER 1, 2006
HOLLYWOOD MEDIA CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 1-14332 65-0385686
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2255 GLADES ROAD, SUITE 221A, BOCA RATON, FLORIDA 33431
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 998-8000
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information required by this item is included in Item 3.03 and is
incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Amendment to Shareholder Rights Agreement.
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On September 1, 2006, Hollywood Media Corp. ("Hollywood Media") entered into
Amendment No. 2 to its Amended and Restated Rights Agreement, dated as of August
23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002 (the
"Rights Agreement"), between Hollywood Media and American Stock Transfer & Trust
Company, as Rights Agent. Amendment No. 2 to the Rights Agreement (the
"Amendment") amends the Rights Agreement by extending the Final Expiration Date
(as defined in the Rights Agreement) from September 4, 2006 to September 4,
2011. The Amendment adjusts the Exercise Price of Rights (as such terms are
defined in the Rights Agreement) from $100.00 to $15.00 for each one
one-thousandth (1/1,000) of a share of Hollywood Media's Series E Junior
Preferred Stock, which Rights and Exercise Price are subject to certain
triggering events and adjustment terms as provided in the Rights Agreement. The
Amendment also amends Paragraph (a) of Section 13 of the Rights Agreement to
delete all references therein to "(other than an Exempt Person)". The Amendment
further amends the Rights Agreement to provide that the Board of Directors may
at its option redeem all of the then outstanding Rights at any time prior to the
close of business on the earlier of (i) the Stock Acquisition Date (as defined
in the Rights Plan) or (ii) the Final Expiration Date. Conforming changes were
made to the form of Right Certificate included in the Rights Agreement.
The foregoing description of the Amendment is only a summary and is qualified by
reference to the full text of the Amendment, which Amendment is filed as exhibit
4.1 to this current report on Form 8-K and incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
Amended and Restated Bylaws.
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On September 1, 2006, the Board of Directors of Hollywood Media approved an
amendment and restatement of the Company's bylaws (the "Bylaws," and as amended
and restated, the "Amended Bylaws"). The Amended Bylaws add Sections 16 and 17
to Article Two of the Bylaws to establish advance notice requirements for
shareholder proposals and director nominations, respectively.
The foregoing description of the Amended Bylaws is only a summary and is
qualified by reference to the full text of the Amended Bylaws, which Amended
Bylaws are filed as exhibit 3.1 to this current report on Form 8-K and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The following exhibits are included with this Form 8-K.
Exhibit Description
3.1 Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006
4.1 Amendment No. 2, dated as of September 1, 2006, to the Amended and
Restated Rights Agreement dated as of August 23, 1996, as amended
December 9, 2002, between Hollywood Media Corp. and American Stock
Transfer & Trust Company
2
SIGNATURE
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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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Name: Mitchell Rubenstein
Title: Chief Executive Officer
Dated: September 5, 2006
EXHIBIT INDEX
Exhibit Description
3.1 Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006
4.1 Amendment No. 2, dated as of September 1, 2006, to the Amended and
Restated Rights Agreement, dated as of August 23, 1996, as amended
December 9, 2002, between Hollywood Media Corp. and American Stock
Transfer & Trust Company