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
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Date of Report (Date of earliest event reported) |
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September 29, 2007
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(Exact Name of Registrant as Specified in its Charter)
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Florida
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1-14332
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65-0385686 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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2255 Glades Road, Suite 221A, Boca Raton, Florida
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33431 |
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(Address of Principal Executive Office)
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(Zip Code) |
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Registrants telephone number, including area code |
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(561) 998-8000
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
On September 29, 2007, Mitchell Rubenstein, Chief Executive Officer and Chairperson of the
Board of the registrant, Hollywood Media Corp. (Hollywood Media), and Laurie S. Silvers,
President and Vice-Chairperson of Hollywood Media, decided to forgo their salaries for the
remainder of 2007 and will not accept any annual bonus for the 2007 fiscal year. For more
information, reference is made to Hollywood Medias press release dated October 1, 2007, a copy of
which is attached as Exhibit 99.1 to this Form 8-K report and is incorporated by reference herein.
SECTION 8 OTHER EVENTS
Item 8.01 Other Events.
(a) |
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Authorization of Stock Repurchase Program |
On October 1, 2007, Hollywood Media issued a press release announcing that its Board of
Directors has authorized a stock repurchase program under which Hollywood Media may use up to $10
million of its cash to repurchase shares of its outstanding common stock. For more information,
reference is made to Hollywood Medias press release dated October 1, 2007, a copy of which is
attached as Exhibit 99.1 to this Form 8-K report and is incorporated by reference herein.
(b) |
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Announcement of 2007 Annual Meeting Date and Shareholder Proposal and Nomination
Deadlines |
Hollywood Media currently plans to hold its 2007 Annual Meeting of Shareholders on December
18, 2007 at its headquarters building in Boca Raton, Florida. Since the date scheduled for the
2007 Annual Meeting is more than 30 calendar days after the anniversary of Hollywood Medias prior
annual meeting, the deadline for submission of shareholder proposals and director nominations
relating to the 2007 Annual Meeting has changed from the dates specified in Hollywood Medias 2006
proxy statement.
Any shareholder who intends to present a proposal for action at the 2007 Annual Meeting and
wishes to have such proposal considered for inclusion in Hollywood Medias proxy materials in
reliance on Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must submit such
proposal in writing and it must be received by the Secretary of Hollywood Media at the address
specified below by October 19, 2007, which Hollywood Media considers to be a reasonable time before
it begins to print and send its proxy materials. Such proposal must also comply with the rules of
the Securities and Exchange Commission relating to Rule 14a-8 shareholder proposals and may be
omitted if not in compliance with applicable requirements.
For shareholder proposals that are not intended for inclusion in Hollywood Medias proxy
materials and for all director nominations by shareholders, Hollywood Medias bylaws establish an
advance notice procedure in order to present such matters at the 2007 Annual Meeting. Under these
procedures, written notice of a shareholder proposal or a director nomination by a shareholder must
be delivered to or mailed and received by the Secretary of the Company at the address specified
below no later than the close of business on the 10th day following the public announcement of the
date of the annual meeting. This means that, for the 2007 Annual Meeting, written notice of such
shareholder proposal or any director nomination by a shareholder must be received by close of
business on October 15, 2007. The written notice must also contain specified information and
conform to certain requirements, as set forth in Hollywood Medias bylaws. If the chairman of the
2007 Annual Meeting determines that a shareholder proposal or director nomination was not made in
accordance with Hollywood Medias bylaws, then such proposal or nomination will not be presented
for a vote of stockholders at the 2007 Annual Meeting.
As described above, shareholder proposals and director nominations must be written and
delivered to or mailed and received at Hollywood Medias principal executive offices at the
following address: Hollywood Media Corp., 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431,
Attention: Secretary.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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99.1 |
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Press Release dated October 1, 2007 (Hollywood Media Corp. Announces Share
Repurchase Program). |
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