As filed with the Securities and Exchange Commission on May 8, 2006

Registration No. 333-____________

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HOLLYWOOD MEDIA CORP.

 

(Exact name of registrant as specified in its charter)

Florida		65-0385686
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

		Mitchell Rubenstein
		Chief Executive Officer
		Hollywood Media Corp.
		2255 Glades Road, Suite 221-A
2255 Glades Road, Suite 221-A		Boca Raton, Florida 33431
Boca Raton, Florida 33431		Telephone No. (561) 998-8000
(561) 998-8000		Facsimile No. (561) 998-2974
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)		Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Steven Vazquez, Esq.
Foley & Lardner LLP
100 North Tampa Street, Suite 2700
Tampa, Florida 33602
Telephone No. (813) 229-2300
Facsimile No. (813) 221-4210

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-130903

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of each class of

Amount

offering price per

aggregate offering

Amount of

securities to be registered

to be registered(1)

unit(2)

price(2)

registration fee

Common Stock, par value $0.01 per share

100,000 shares

$

4.67

$

467,000

$

50

(1)

Represents shares issuable upon the exercise of warrants held by certain selling shareholders. Shares of the registrant’s common stock being registered hereby are accompanied by the registrant’s preferred stock purchase rights. Until the occurrence of certain prescribed events, such rights are not exercisable, are evidenced by each certificate for common stock and will be transferred along with and only with the common stock. Pursuant to Rule 416 under the Securities Act, this registration statement also covers such number of additional shares of common stock to prevent dilution resulting from stock splits, stock dividends or similar events, or as a result of anti-dilution provisions contained in the warrants.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices of the common stock on May 5, 2006, as reported on the Nasdaq National Market.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-130903) filed by Hollywood Media Corp. with the Securities and Exchange Commission (the “Commission”), including the exhibits thereto, and declared effective by the Commission on March 3, 2006, is incorporated herein by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 this 8^th day of May, 2006.

     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
/s/ Mitchell Rubenstein   Mitchell Rubenstein		Chairman of the Board and Chief Executive Officer (Principal executive officer)		May 8, 2006
/s/ Laurie S. Silvers   Laurie S. Silvers		Vice Chairman of the Board, President and Secretary		May 8, 2006
/s/ Scott Gomez   Scott Gomez		Chief Accounting Officer (Principal financial and accounting officer)		May 8, 2006
*   Harry T. Hoffman		Director		May 8, 2006
*   Robert E. McAllan		Director		May 8, 2006
*   Deborah J. Simon		Director		May 8, 2006
*   Ira A. Rosenberg		Director		May 8, 2006
*By: /s/ Laurie S. Silvers   Laurie S. Silvers, Attorney-in-Fact

EXHIBIT INDEX

     The following exhibits are filed herewith:

Exhibit
Number				Description of Exhibit
	5.1			Opinion of Foley & Lardner LLP
	23.1			Consent of Kaufman Rossin & Co., P.A., Independent Registered Public Accounting Firm
	23.2			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.3			Consent of Foley & Lardner LLP (included in Exhibit 5.1)
	24.1			Powers of Attorney (included on the signature page of Hollywood Media’s Registration Statement on Form S-3 (No. 333-130903), which is incorporated herein by reference)