10-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-14332
HOLLYWOOD MEDIA CORP.
(Exact name of registrant issuer as specified in its charter)
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Florida
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65-0385686 |
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(State or other jurisdiction of
incorporation or organization)
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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 offices)
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(Zip Code) |
(Registrants telephone number)
Securities registered under Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common stock, par value $.01 per share
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NASDAQ Global Market |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K
is not contained therein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.).
Yes o No þ
The aggregate market value of the registrants common stock, $.01 par value, held by non-affiliates
as of June 30, 2008, computed by reference to the last sale price of the common stock on June 30,
2008 as reported by Nasdaq, was $67,346,701, as calculated under the following assumptions. For
purposes of this computation, all executive officers, directors, and beneficial owners of 10% or
more of the registrants common stock known to the registrant, have been deemed to be affiliates,
but such calculation should not be deemed to be an admission that such directors, officers or
beneficial owners are, in fact, affiliates of the registrant.
As of April 27, 2009, there were 31,153,560 shares of the registrants common stock, $.01 par
value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
TABLE OF CONTENTS
EXPLANATORY NOTE
Hollywood Media Corp. (Hollywood Media) is filing this Form 10-K/A to make the following
amendments to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008:
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To set forth the information required by Items 10, 11, 12, 13 and 14 in Part
III of the Form 10-K, because a definitive proxy statement containing such information
will not be filed by Hollywood Media within 120 days after the end of the fiscal year
covered by the Form 10-K. |
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Item 15 in this Form 10-K/A restates the entire Item 15 of the Form 10-K to
which this Form 10-K/A relates, with the only changes being the addition of Exhibits
31.3 and 31.4 filed herewith and related footnotes. |
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The size of Hollywood Medias Board of Directors is currently set at seven, and there are
currently seven incumbent directors serving on the Board. Hollywood Medias executive officers are
elected by the Board of Directors and serve at the discretion of the Board, subject to the terms
and conditions of each officers employment agreement with Hollywood Media. The following table
sets forth certain information concerning each of the incumbent directors and executive officers of
Hollywood Media as of the date of this Form 10-K/A.
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Position |
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Mitchell Rubenstein
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55 |
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Chairman of the Board and Chief Executive Officer |
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Laurie S. Silvers
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57 |
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Vice Chairman of the Board, President and Secretary |
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Scott A. Gomez
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33 |
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Chief Accounting Officer |
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Harry T. Hoffman
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81 |
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Director |
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Robert E. McAllan
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62 |
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Director |
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Deborah J. Simon
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52 |
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Director |
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Robert D. Epstein
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64 |
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Director |
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Spencer Waxman
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44 |
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Director |
Mitchell Rubenstein is a founder of Hollywood Media and has served as its Chairman of the
Board and Chief Executive Officer since its inception in January 1993. Mr. Rubenstein was a founder
of the Sci-Fi Channel, a cable television network that was acquired from Mr. Rubenstein and Laurie
Silvers by USA Network in March 1992. Mr. Rubenstein served as President of the Sci-Fi Channel from
January 1989 to March 1992 and served as Co-Vice Chairman of the Sci-Fi Channel from March 1992 to
March 1994. Prior to founding the Sci-Fi Channel, Mr. Rubenstein practiced law for 10 years. Mr.
Rubenstein received a J.D. degree from the University of Virginia School of Law in 1977 and a
Masters in Tax Law (LL.M.) from New York University School of Law in 1979. He currently serves on
the NYU Tax Law Advisory Board and is a member of the Founders Society, New York University, and is
a member of the University of Virginia School of Law Business Advisory Council. He is also Chairman
of the Board of Advisors of Jewish Life at Duke University, which includes the Freeman Center for
Jewish Life at Duke and the Rubenstein-Silvers Hillel at Duke. Together with Ms. Silvers, Mr.
Rubenstein was named Co-Business Person of the Year, City of Boca Raton, Florida in 1992. Mr.
Rubenstein is married to Laurie S. Silvers.
Laurie S. Silvers is a founder of Hollywood Media and has served as its Vice-Chairman,
President and Secretary since its inception in January 1993. Ms. Silvers was a founder of the
Sci-Fi Channel, of which she served as Chief Executive Officer from January 1989 to March 1992 and
Co-Vice Chairman from March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Ms. Silvers
practiced
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law for 10 years. Ms. Silvers received a J.D. degree from University of Miami School of Law in
1977. Ms. Silvers serves on the Board of Trustees of the University of Miami, the Board of
Directors of the Economic Council of Palm Beach County, Florida (of which she is Chair-Elect), the
Board of Trustees of the Kravis Center of the Performing Arts in West Palm Beach, Florida and Vice
Chair of the Board of Directors of the Community Television Foundation of South Florida (WPBT
Channel 2, the PBS Station in Miami, Florida). She is a mentor for at-risk teenage girls with the
Women of Tomorrow organization.
Scott A. Gomez joined Hollywood Media in April 2003 as Vice President of Finance and
Accounting, and was appointed Chief Accounting Officer in May 2005. Mr. Gomez is responsible for
accounting, financial and tax matters for Hollywood Media and its subsidiaries, including cash
management, preparation of financial statements, and SEC reporting. Prior to joining Hollywood
Media, Mr. Gomez was a Senior Accountant for Klein & Barreto, P.A., a public accounting firm, from
July of 2001 to April of 2003. During his tenure with Klein & Barreto, Mr. Gomez worked closely
with Hollywood Media on various matters including taxes. Previously, Mr. Gomez was a Senior Auditor
with Arthur Andersen LLP, then a public accounting firm, and held other prior positions with such
firm, during the period from August of 1999 to July of 2001. Mr. Gomez graduated from the
University of Florida with a Masters of Accounting degree and is a Certified Public Accountant.
Harry T. Hoffman has served as a director of Hollywood Media since July 1993. From 1979 until
his retirement in 1991, Mr. Hoffman served as President and Chief Executive Officer of Waldenbooks,
Inc., then a leading national retailer of books, magazines and related items. From 1968 to 1978, he
served as President and Chief Executive Officer of Ingram Book Company, a national book wholesaler.
Mr. Hoffman serves as the Chairman of Hollywood Medias Compensation Committee, and also serves on
Hollywood Medias Audit Committee, Stock Option Committee, and Nominating Committee.
Robert E. McAllan has served as a director of Hollywood Media since December 2001. Since 1997,
Mr. McAllan has served as the CEO of Press Communications, LLC, which owns and operates broadcast
properties. Mr. McAllan has been in the commercial radio industry since 1964. Mr. McAllan began his
career as a News Director/Operations Manager at WADB FM where he won a national news award from
United Press International. Thereafter, Mr. McAllan became a talk show host for the New Jersey
Press radio stations WJLK AM/FM, and through a series of rapid promotions Mr. McAllan became the
president of Press Broadcasting Company, the broadcast division of The New Jersey Press and
expanded the company by acquiring several television and radio stations. At the time that New
Jersey Press newspapers were acquired by Gannett, Mr. McAllan led a group of key Press executives
who acquired the broadcast division of the New Jersey Press. Mr. McAllan has also held myriad
directorships and officer positions for several companies and associations, including The Asbury
Park Press, Inc., which owned the second largest newspaper in New Jersey, New Jersey Press
Incorporated, a diversified media company which operated major daily newspapers, television
stations, radio stations and online media, the Florida Association of Broadcasters, Chairman of the
New Jersey Broadcasters Association, Chairman of the National Independent Television Committee, and
Co-Chairman of the Coalition for Media Diversity. Mr. McAllan serves as the Chairman of Hollywood
Medias Audit Committee, and also serves on Hollywood Medias Stock Option Committee.
Deborah J. Simon has served as a director of Hollywood Media since November 1995. Ms. Simon
held the position of Senior Vice President of Simon Property Group, a company that owns, develops
and manages regional malls and other retail real estate and is listed on the New York Stock
Exchange, from 1991 to 1996, and she currently serves as the Chairperson of the Simon Youth
Foundation, a non-profit organization. Ms. Simon also serves on the Advisory Board for The
Childrens Museum of Indianapolis, on the Board of Trustees for the Indianapolis Museum of Art and
on the Board of Regents for Mercersburg Academy. She also has been an independent producer, with
several television
credits to her name. Ms. Simon serves on Hollywood Medias Audit Committee, Compensation
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Committee, and Nominating Committee.
See Investments by Affiliate of the Simon Property Group; Right to Designate Board Nominee
below, for a description of the rights of Tekno Simon LLC, which is controlled by Melvin Simon
(Deborah J. Simons father), to nominate one individual to serve as a director of Hollywood Media.
Tekno Simons current nominee on the Board of Directors is Deborah J. Simon.
Robert D. Epstein has served as a director of Hollywood Media since December 2007. Mr.
Epstein, an attorney, founded the Epstein and Frisch law firm in Indianapolis, Indiana in 1972,
which became an association of lawyers practicing as Epstein, Cohen, Donahoe & Mendes in 2004. Mr.
Epstein specializes in a variety of areas of law, including media law and mergers and acquisitions.
Prior to beginning his private law practice, Mr. Epstein worked in the legal department of Melvin
Simon & Associates. He received a J.D. degree from Indiana University School of Law in 1970 and a
B.A. degree from Franklin College of Indiana in 1967. Mr. Epstein currently serves as a board
member of the Indianapolis Hebrew Congregation Foundation and the Community Music School in
Sarasota, Florida, and has served as a local board member of the United States Selective Service
System for 20 years. Mr. Epstein serves on Hollywood Medias Compensation Committee.
Spencer Waxman has served as a director of Hollywood Media since December 2008. Since 2003,
Mr. Waxman has served as Managing Partner of Shannon River Capital Management, an investment firm
focused on the technology media and telecommunications industries. Mr. Waxman currently sits on
the boards of several not for profit organizations, including the Samuel Waxman Cancer Research
Foundation and the Board of Jewish Education of New York. Mr. Waxman also serves on the Board of
Advisors of Jewish Life at Duke University, on which Board Mr. Rubenstein serves as Chairman. Mr.
Waxman is a graduate of Duke University.
Investments by Affiliate of the Simon Property Group; Right to Designate Board Nominee
Pursuant to a 1995 stock purchase agreement with Tekno Simon LLC, a business entity and
affiliate of the Simon Property Group and its Co-Chairman, Melvin Simon, Tekno Simon LLC purchased
shares of Hollywood Medias Series A Preferred Stock, Series B Preferred Stock and common stock. In
May 1999, Tekno Simon LLC converted all of the Series A and Series B Preferred Stock into 300,631
shares of common stock. Pursuant to such stock purchase agreement, Tekno Simon LLC has the right
to designate one nominee to Hollywood Medias Board of Directors until such time as Tekno Simon LLC
holds less than 25% of the sum of (i) the shares of common stock issued upon conversion of the
Series A Preferred Stock, and (ii) the shares of common stock purchased by Tekno Simon LLC in 1995.
Certain shareholders of Hollywood Media, including Mitchell Rubenstein, Laurie S. Silvers and Dr.
Martin H. Greenberg, have agreed to vote their shares of common stock in favor of the election of
Tekno Simon LLCs nominee to Hollywood Medias Board of Directors. Tekno Simon LLCs current
nominee on the Board of Directors is Deborah J. Simon.
Audit Committee
The Audit Committee of Hollywood Medias Board of Directors has been established in accordance
with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The current members of
the Audit Committee are Harry T. Hoffman, Robert E. McAllan and Deborah J. Simon, and Mr. McAllan
serves as the Chairman of the Audit Committee. The Board has determined that each of the current
members of the Audit Committee meet the audit committee independence standards under the listing
rules of the Nasdaq Stock Market. The Board has further determined that the Audit Committee meets
the Nasdaq listing requirement that at least one member of the Audit Committee has such experience
or background which results in the individuals financial sophistication, including being or
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having been a chief executive officer, chief financial officer or other senior officer with
financial oversight responsibilities.
We currently do not have a designated Audit Committee Financial Expert (as defined in Item
407 of SEC Regulation S-K rules) on our audit committee. Although we had discussions with several
potential candidates prior to 2006 and again in 2007, we did not ultimately reach mutual interest
in proceeding to nominate any candidate for election to the Board. We do not currently have any
candidates under consideration, but the Board would consider candidates that our Nominating
Committee deems qualified and recommends for nomination.
Code of Ethics
Hollywood Media has adopted a Code of Professional Conduct that applies to all of its
officers, directors and employees. This Code of Professional Conduct is available for viewing on
our internet website at http://www.hollywoodmedia.com/code_of_conduct.htm under the caption Code
of Professional Conduct. Hollywood Medias internet website and any other website mentioned in
this Form 10-K/A or the Form 10-K amended hereby, and the information contained or incorporated
therein, are not intended to be incorporated into this Form 10-K/A or the Form 10-K amended hereby.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Hollywood Medias directors,
executive officers, and persons who own more than 10% of Hollywood Medias outstanding common
stock, to file with the SEC initial reports of ownership and reports of changes in ownership of
common stock. Such persons are required by SEC regulation to furnish Hollywood Media with copies
of all such reports they file.
To Hollywood Medias knowledge, based solely on a review of the copies of such reports
furnished to Hollywood Media or written representations that no other reports were required, all
Section 16(a) filing requirements applicable to its executive officers, directors and
greater-than-10% beneficial owners for the year ended December 31, 2008 have been complied with,
other than: one Form 4 to report one transaction in June 2008 that was filed one day after the due
date by each of Mitchell Rubenstein and Laurie S. Silvers; and one Form 4 to report two
transactions in December 2008 that was filed one day after the due date by each of Mitchell
Rubenstein and Laurie S. Silvers.
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Item 11. EXECUTIVE COMPENSATION.
Compensation Discussion and Analysis
Executive Compensation Policies and Objectives
Hollywood Medias executive compensation program, whose principal components generally consist
of salary, bonus, and stock options and other stock incentive awards, is designed to achieve the
following policies and objectives:
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providing competitive base pay to attract, retain and motivate qualified management; |
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delivering performance-based bonuses when results, individual initiative and
accomplishments warrant; |
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generating returns to shareholders over the long term; and |
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aligning management compensation with the achievement of Hollywood Medias
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Management believes that its focus on these policies and objectives will benefit Hollywood
Media, and ultimately its shareholders, in the long-term by facilitating Hollywood Medias ability
to attract and retain highly qualified executives who are committed to Hollywood Medias long-term
success.
Role of the Compensation Committee
The Compensation Committee of the Board of Directors of Hollywood Media is responsible for
approving, determining and/or making recommendations to the Board of Directors concerning the
principal components of executive compensation, including base salaries, bonuses and stock options
and other equity awards, for a defined set of upper level executives, including the Chief Executive
Officer and the other named executive officers listed in the Summary Compensation Table below
(collectively, the Named Executive Officers), including base salaries, bonuses, and stock options
and other equity awards. The Compensation Committee reviews the compensation of executive officers
periodically, typically on a case by case basis, to assess and determine compensation under
applicable considerations, including the compensation policies and objectives noted above. The
Compensation Committee has received input in the past from Hollywood Medias Chief Executive
Officer on the compensation of the Companys Chief Accounting Officer, including assessments of the
Chief Accounting Officers performance, particularly related to Mr. Gomezs contributions to
Hollywood Medias general revenue-generation and cost-cutting efforts, and assistance with the
negotiation of the terms of Mr. Gomezs employment agreement, including salary and bonuses. In
November 2008, the Compensation Committee engaged Pearl Meyer & Partners, LLC, an independent
third-party compensation consultant, to review the compensation of the Companys executive officers
with an emphasis on the direct elements of compensation, including salary, short-term incentives
(bonus) and long-term incentives (equity).
Setting Executive Compensation
In approving executive officer compensation, the Compensation Committee generally reviews and
considers, among other factors, each executives scope of responsibility and commitment, level of
performance (with respect to specific areas of responsibility and on an overall basis),
contributions to Hollywood Medias achievement of goals and performance, compensation levels at
comparable companies and historical compensation levels, and the recommendations, analysis and
other relevant
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information provided by Hollywood Medias management and/or other resources that the Committee may
wish to access. In setting particular compensation levels, the Compensation Committee seeks an
appropriate combination of short-term and long-term compensation to provide the executive with
retention incentives and motivation for strong future performance. The appropriate mix to meet
these goals may vary from year to year, and from individual to individual, and, in the past, have
been negotiated on an arms length basis at the time the executive was hired or upon contract
renewal. In making compensation decisions or recommendations, the Compensation Committee does not
generally apply any specific (formulaic) relationship between objective measures of corporate
performance (such as stock price or financial results) to executive compensation, although the
Compensation Committee may from time to time approve compensation arrangements or plans containing
a quantitative formula for calculating a bonus or other aspects of compensation, as may be
contained in the terms of an employment agreement or other compensation plan, award or arrangement.
Elements of Compensation
Base Salary
The base salary for each of Hollywood Medias executive officers is targeted to recognize that
officers unique value, experience, and actual and potential contribution to Hollywood Medias
success. For 2008, Hollywood Media had three Named Executive Officers: Mitchell Rubenstein, its
Chairman and Chief Executive Officer; Laurie S. Silvers, its President; and Scott Gomez, its Chief
Accounting Officer. During 2008, the Named Executive Officers had preexisting employment
agreements specifying salary and other compensation, and received salaries as provided in their
respective employment agreements. The Compensation Committee previously approved these existing
employment agreements. For additional information about these agreements, see Employment
Agreements with Named Executive Officers below.
The current salary structure for Mr. Rubenstein and Ms. Silvers, including their base salaries
and provisions for annual cost-of-living adjustments, were established in 2003 pursuant to
amendments to their then current employment agreements. In connection with approving the 2003
amendments, the Compensation Committee considered, among other things, the following factors: (i)
various financial and operational achievements of Hollywood Media (and the efforts of Mr.
Rubenstein and Ms. Silvers to facilitate such achievements), including but not limited to the
launch of Hollywood Medias digital cable television network and the successful launch and
continued growth of MovieTickets.com; (ii) levels of compensation paid to CEOs, Presidents and
other executive officers of approximately twenty-two industry competitors and similarly sized
companies from entertainment related industries, including Ticketmaster, Imax, Tickets.com,
iVillage and TheStreet.com; and (iii) the personal cash flow assistance that Mr. Rubenstein and Ms.
Silvers provided Hollywood Media, including, among other things, making available from their
personal funds a line of credit for Hollywood Media to draw upon, and personally guaranteeing
surety bonds on behalf of Hollywood Media. The Compensation Committee determined to increase the
combined salary and annual bonuses for the Chief Executive Officer and President at a level
approximately 10% below the market median benchmark for comparable positions among the industry
competitors reviewed. This determination reflected the Compensation Committees decision to take a
more conservative stance, given the general climate and concerns surrounding executive compensation
at the time that decision was made.
In November 2008, the Compensation Committee engaged Pearl Meyer & Partners, LLC, an
independent third-party compensation consultant, to review the compensation of the Companys
executive officers with an emphasis on the direct elements of compensation, including salary,
short-term incentives (bonus) and long-term incentives (equity). A new study was delivered to the
Compensation Committee on November 24, 2008 and included a review of twelve publicly traded
companies with similar business models and median revenues of $120 million, including Imax, CNET,
Internet Brands,
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Inc., Knot Inc., TheStreet.com and Ediets.com Inc. Pearl Meyer determined that, while the total
compensation levels of the executive officers for 2008 were positioned near the 25th
percentile of the market, the base salary levels were positioned near the 75th
percentile. Accordingly, Pearl Meyer recommended no adjustments to base salary and the
consideration of short term equity awards for 2008 and long-term equity incentives beginning in
2009. In addition to the Pearl Meyer study, the Compensation Committee also considered, among
other things, the qualifications and performance of Mr. Rubenstein and Ms. Silvers, the value of
their institutional knowledge, the Companys revenues, results, transactions and operations, the
need for experienced management in a recession economy as well as managements positioning of the
Company in advance of the recession with significant cash on hand and, most importantly, given the
credit crisis, no long-term debt, the exercise of conservative inventory management in the
Companys Broadway Ticketing business, the dividends received from MovieTickets.com in the second
quarter of 2008 and expected in the first quarter of 2009 (which was subsequently received),
significant cost-cutting implemented by management in 2008, and the Companys return of cash to
shareholders through the Companys stock repurchase plan.
After giving due consideration to the recommendations contained in the Pearl Meyer study and
the various factors discussed above, the Compensation Committee determined that maintaining the
base salary of the executive officers at current levels and awarding short-term and long-term
equity awards to the Companys Chief Executive Officer and President would provide a total
compensation mix in line with that of the market, at levels appropriate to retain the executive
officers, while more appropriately aligning their incentives with those of our shareholders. For
additional information about these equity awards, see Stock Option Grants and Equity-Based
Compensation and the 2008 Grants of Plan-Based Awards Table below.
The current salary structure for Scott Gomez, including his base salary and predetermined
annual raises, was established in 2005 pursuant to the terms of his existing employment agreement,
which was approved by the Compensation Committee upon the recommendation of the Chief Executive
Officer, who assisted with the negotiation of the terms of the agreement with Mr. Gomez.
Cash Bonuses
In addition to compensation through base salaries, the Compensation Committee has the
authority to grant cash bonus awards and may approve compensation plans or agreements to grant
bonuses based on specified terms. Discretionary bonus awards vary depending on the Compensation
Committees review and consideration of the factors noted above including the executive officers
contribution to Hollywood Medias achievement of its goals.
On April 14, 2008, Scott Gomez received a $25,000 cash bonus, payable in accordance with the
terms of his employment agreement. The Compensation Committee of the Board of Directors did not
award any discretionary cash bonuses to the Named Executive Officers in 2008.
Stock Option Grants and Equity-Based Compensation
Management believes that stock options and other equity-based compensation is an important
part of its executive compensation program as it serves to provide significant performance
incentives to the executive officers and to align the interests of the executive officers with the
interests of Hollywood Medias stockholders. The Compensation Committee has historically granted
stock options to employees upon the commencement of their employment, as deemed appropriate.
However, due to the increased volatility of Hollywood Medias stock price, the Compensation
Committee did not grant stock options to employees in 2008 and has not awarded stock options to an
executive officer since December 2005, but may reconsider doing so in the future.
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The Compensation Committee and the Stock Option Committee act as the administrators of
Hollywood Medias equity compensation plans for executives and other employees, which plans include
the 2000 Stock Incentive Plan and the 2004 Stock Incentive Plan. The Committees functions
include, among other things: (i) selecting plan participants; (ii) determining the timing of any
awards under the plans; (iii) determining the types of awards to be granted under the plans; (iv)
determining the amount of awards to be granted to each participant under the plans; and (v)
determining the exercise price, vesting and other terms of the awards granted under the plans.
As further described in the compensation tables below, during the fiscal year ended December
31, 2008, the Compensation Committee granted stock awards to Mr. Rubenstein and Ms. Silvers on
December 22, 2008. These grants of 100,000 fully vested shares of common stock and 400,000
restricted shares of common stock were made under Hollywood Medias 2004 Stock Incentive Plan. In
making its assessments regarding these stock awards to Mr. Rubenstein and Ms. Silvers, the
Compensation Committee considered a variety of factors and performance measures, including the
overall performance and financial health of the Company. Based on its overall assessment, the
100,000 fully vested shares were awarded in recognition of their respective contributions to
Hollywood Medias performance and their dedication and loyalty to Hollywood Media and the 400,000
restricted shares were intended to create forward-looking performance and retention incentives
beyond the grant date. In deciding to make the long-term incentive grants, the Compensation
Committee considered the fact that the prior long-term incentive stock awards granted several years
ago recently became fully vested, thereby providing no further retention strength. In determining
the size of the grant, the Compensation Committee considered a variety of factors, including the
importance of these executives to the near term and long-term success of the Company, competitive
market pay data provided by the Compensation Committees independent compensation consultant, and
the magnitude of incentive being created to increase the value of the Company. In selecting the
design features of the grants, the Committee wanted to ensure a strong linkage to Company
performance and shareholder value creation. The Compensation Committee ultimately determined to
grant a lower aggregate number of shares than the competitive market data suggested, reflecting
their decision to take a more conservative stance given the current economic climate. The
Compensation Committee also included more performance-based criteria in the stock grants than the
peer companies reviewed in an effort to more appropriately align the incentives of the executives
with the Companys shareholders.
Other Benefits
Perquisites
Although perquisites are not a primary aspect of Hollywood Medias executive compensation,
Hollywood Media provided its Named Executive Officers with the following perquisites during 2008:
Automobile Allowance. The employment agreement between Hollywood Media and Mitchell
Rubenstein provides that Mr. Rubenstein is entitled to an automobile allowance of $650 per month.
In addition, the employment agreement between Hollywood Media and Laurie S. Silvers provides that
Ms. Silvers is entitled to an automobile allowance of $650 per month.
Insurance Coverage. Hollywood Media provides the Named Executive Officers and their
dependants with medical, dental, disability and life insurance coverage at the sole expense of
Hollywood Media.
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401(k) Plan
Hollywood Media maintains a 401(k) retirement savings plan (the Plan) for all of its full
time employees, including the Named Executive Officers, who have completed six (6) months of
employment with Hollywood Media or any of its subsidiaries. Each participant may contribute to the
Plan up to a specified portion of his or her pre-tax gross compensation in accordance with the
Plans limitations (but not greater than the statutorily prescribed limit). Amounts contributed by
employee participants in accordance with the Plan requirements and earnings on such contributions
are fully vested. The contributions by employees to the Plan may be invested in such investments as
selected by each participant from the investment choices provided under the Plan (but may not be
invested in securities of Hollywood Media).
The Plan permits, but does not require, Hollywood Media to make additional contributions on
behalf of the participating employees in the form of cash and/or property (including without
limitation shares of common stock of Hollywood Media), as determined by Hollywood Media in its
discretion. Hollywood Media will determine on an annual basis whether a matching contribution will
be made and, if so, at what level of contribution. For the fiscal year ended December 31, 2008,
Hollywood Media elected to make a matching contribution for each participating employee equal to
half of the first 8% of the employees deferral, payable in shares of common stock of Hollywood
Media. The matching contributions vest 25% per year of employment of the participating employee,
with such employee becoming fully vested in any matching contributions after four years of
employment.
Policy on Deductibility of Compensation
Section 162(m) of the U.S. Internal Revenue Code generally limits the tax deduction to public
companies for annual compensation in excess of $1.0 million paid to an executive who is the chief
executive officer or who is one of its other four most highly compensated executive officers.
However, compensation which qualifies as performance-based is excluded from the $1.0 million
limit if, among other requirements, the compensation is payable upon attainment of pre-established,
objective performance goals under a plan approved by stockholders (stock options often qualify for
such exclusion). It is the policy of Hollywood Medias management and the Compensation Committee to
consider potential adverse impact of Section 162(m) on Hollywood Media in connection with
structuring executive compensation and, if and to the extent deemed necessary and appropriate under
the circumstances, take steps intended to limit such adverse impact, while at the same time
preserving the objective of providing compensation including incentive or equity-based awards as
deemed appropriate by the Committee. The Compensation Committee intends to coordinate with
management in evaluating the applicability and implications of Section 162(m) to Hollywood Medias
compensation programs and arrangements, but also intends to retain the flexibility necessary to
provide cash and other compensation consistent with Hollywood Medias compensation objectives.
Compensation Committee Report
Hollywood Medias Compensation Committee has reviewed and discussed the above Compensation
Discussion and Analysis with management and, based on such review and discussion, has recommended
to the Board of Directors that the Compensation Discussion and Analysis be included in the
Companys Annual Report on Form 10-K.
Harry T. Hoffman, Chairman
Deborah J. Simon
Robert D. Epstein
9
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by each of Hollywood
Medias Named Executive Officers for each of the three fiscal years ended December 31, 2008, 2007
and 2006, respectively:
|
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
|
Principal Position |
|
Year |
|
Salary |
|
Bonus |
|
Awards |
|
All Other Compensation |
|
Total |
Mitchell Rubenstein |
|
|
2008 |
|
|
$ |
460,657 |
|
|
$ |
51,000 |
(1) |
|
$ |
243,750 |
(2) |
|
$ |
24,655 |
(3) |
|
$ |
780,062 |
|
Chief Executive Officer |
|
|
2007 |
|
|
$ |
382,413 |
(4) |
|
|
|
|
|
$ |
535,650 |
(5) |
|
$ |
22,580 |
(6) |
|
$ |
940,643 |
|
|
|
|
2006 |
|
|
$ |
424,356 |
|
|
$ |
250,000 |
|
|
$ |
325,000 |
(7) |
|
$ |
20,847 |
(8) |
|
$ |
1,020,203 |
|
Laurie S. Silvers |
|
|
2008 |
|
|
$ |
403,075 |
|
|
$ |
51,000 |
(1) |
|
$ |
243,750 |
(2) |
|
$ |
32,511 |
(9) |
|
$ |
730,336 |
|
President |
|
|
2007 |
|
|
$ |
334,612 |
(4) |
|
|
|
|
|
$ |
439,900 |
(10) |
|
$ |
29,059 |
(11) |
|
$ |
803,571 |
|
|
|
|
2006 |
|
|
$ |
371,312 |
|
|
$ |
150,000 |
|
|
$ |
325,000 |
(7) |
|
$ |
26,555 |
(12) |
|
$ |
872,867 |
|
Scott Gomez |
|
|
2008 |
|
|
$ |
284,134 |
|
|
$ |
321,473 |
|
|
|
|
|
|
$ |
20,123 |
(13) |
|
$ |
625,730 |
|
Chief Accounting Officer |
|
|
2007 |
|
|
$ |
217,308 |
|
|
$ |
125,000 |
|
|
$ |
76,600 |
(14) |
|
$ |
26,938 |
(15) |
|
$ |
446,846 |
|
|
|
|
2006 |
|
|
$ |
192,404 |
|
|
$ |
150,000 |
|
|
|
|
|
|
|
|
(16) |
|
$ |
342,404 |
|
|
|
|
(1) |
|
Bonus includes 50,000 shares awarded by the Compensation Committee on December 22, 2008 in
recognition of the executives respective contributions to Hollywood Medias growth to date
and their dedication and loyalty to Hollywood Media, valued in accordance with FAS 123R at
$51,000 based on the $1.02 closing market price per share on the date of grant. |
|
(2) |
|
Stock awards include the vesting during the 2008 fiscal year of 75,000 shares of restricted
common stock originally granted in August 2004, valued in accordance with FAS 123R at $243,750
based on the $3.25 closing market price per share of Hollywood Medias common stock as of
August 19, 2004, the date immediately preceding the grant date. A total of 400,000 shares of
restricted common stock were granted to the executive on August 20, 2004, which shares vested
over four years at the rate of 25,000 shares (or 6.25%) per calendar quarter, commencing with
the first vesting on October 1, 2004. As of December 31, 2008, there were no unvested shares
remaining under this grant. |
|
(3) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $9,200,
consisting of 9,200 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $7,655
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(4) |
|
Excludes $76,080 and $66,570 of base salary voluntarily forgone by Mr. Rubenstein and Ms.
Silvers, respectively, as previously announced on October 1, 2007. |
|
(5) |
|
Stock awards include (a) 55,000 shares awarded by the Compensation Committee on August 30,
2007 in recognition of the executives contribution to the sale of the assets of Hollywood
Medias wholly-owned subsidiary Showtimes.com, Inc. on August 24, 2007 (the Showtimes
Sale), valued in accordance with FAS 123R at $210,650 based on the $3.83 closing market
price per share on the date of grant and (b) the vesting during the 2007 fiscal year of
100,000 shares of restricted common stock originally granted in August 2004 as described in
note 2 above, valued in accordance with FAS 123R at $325,000 based on the $3.25 closing market
price per share of Hollywood Medias common stock as of August 19, 2004, the date immediately
preceding the grant date. |
|
(6) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $8,853,
consisting of |
10
|
|
|
|
|
3,053 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2007, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $5,927
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(7) |
|
Stock awards include the vesting during the 2006 fiscal year of 100,000 shares of restricted
common stock originally granted in August 2004 as described in note 2 above, valued in
accordance with FAS 123R at $325,000 based on the $3.25 closing market price per share of
Hollywood Medias common stock as of August 19, 2004, the date immediately preceding the grant
date. |
|
(8) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,500,
consisting of 1,786 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2006, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $5,547
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(9) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $9,200,
consisting of 9,200 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $15,511
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(10) |
|
Stock awards include (a) 30,000 shares awarded by the Compensation Committee on August 30,
2007 in recognition of the executives contribution to the Showtimes Sale, valued in
accordance with FAS 123R at $114,900 based on the $3.83 closing market price per share on the
date of grant and (b) the vesting during the 2007 fiscal year of 100,000 shares of restricted
common stock originally granted in August 2004 as described in note 2 above, valued in
accordance with FAS 123R at $325,000 based on the $3.25 closing market price per share of
Hollywood Medias common stock as of August 19, 2004, the date immediately preceding the grant
date. |
|
(11) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $8,795,
consisting of 3,033 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2007, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $12,464
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(12) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,500,
consisting of 1,786 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2006, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $11,255
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement. |
|
(13) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,138,
consisting of 7,138 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, and (b) $12,985 in medical, dental and
disability insurance premiums, provided in accordance with the terms of the executives
employment agreement. |
|
(14) |
|
Stock awards include 20,000 shares awarded by the Compensation Committee on August 30, 2007
in recognition of the executives contribution to the Showtimes Sale, valued in accordance
with FAS 123R at $76,600 based on the $3.83 closing market price per share on the date of
grant. |
|
(15) |
|
Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,106,
consisting of 2,450 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last day of 2007, (b) an transportation allowance of $10,320 paid by
Hollywood Media on behalf of the executive during the first two quarters of 2007, and (c)
$9,512 in medical, dental and disability insurance premiums, provided in accordance with the
terms of the executives employment agreement. |
11
|
|
|
(16) |
|
As permitted under Item 402 of Regulation S-K, perquisites and other personal benefits less
than the applicable reporting threshold have been excluded. Such amounts may be excluded
under the rule if the aggregate amount of such compensation is less than $10,000. |
2008 Grants of Plan-Based Awards Table
The following table provides information about grants of awards to Named Executive Officers
during 2008 under Hollywood Medias shareholder-approved equity compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future |
|
All Other Stock |
|
|
|
|
|
|
|
|
Payouts Under Equity |
|
Awards: Number of |
|
Grant Date Fair |
|
|
|
|
|
|
Incentive Plan |
|
Shares of Stock or |
|
Value of Stock and |
|
|
|
|
|
|
Awards |
|
Units |
|
Option Awards |
Name |
|
Grant Date |
|
Target (#) |
|
(#) |
|
($) |
|
Mitchell Rubenstein |
|
|
12/22/2008 |
|
|
|
|
|
|
|
50,000 |
(1) |
|
|
51,000 |
(1) |
|
|
|
12/22/2008 |
|
|
|
166,667 |
(2) |
|
|
83,333 |
(2) |
|
|
255,000 |
(2) |
|
Laurie S. Silvers |
|
|
12/22/2008 |
|
|
|
|
|
|
|
50,000 |
(1) |
|
|
51,000 |
(1) |
|
|
|
12/22/2008 |
|
|
|
100,000 |
(2) |
|
|
50,000 |
(2) |
|
|
153,000 |
(2) |
|
|
|
(1) |
|
These stock awards were grants of fully vested shares of common stock,
which were awarded by the Compensation Committee upon due consideration of
the recommendations of compensation consultants Pearl Meyer & Partners, LLC
in recognition of the executives contributions to Hollywood Medias growth
to date and their dedication and loyalty to Hollywood Media. The Grant Date
Fair Value in the table was valued in accordance with FAS 123R based on the
$1.02 closing market price per share on the date of grant. |
|
(2) |
|
These stock awards were grants of restricted shares of common stock,
which were awarded by the Compensation Committee upon due consideration of
the recommendations of compensation consultants Pearl Meyer & Partners, LLC.
Neither executive shall sell, assign, exchange, transfer, pledge,
hypothecate or otherwise dispose of or encumber any of the restricted shares
granted to such executive until such shares have vested. The restricted
shares will vest as follows, provided that the respective executive remains
employed by Hollywood Media on such vesting dates: (a) one-third of the
issued shares will vest at the rate of 25% per year on each of the first
through fourth anniversaries of the date of grant, such that these shares
will be fully vested on the fourth anniversary of the date of grant,
assuming continued employment of the executives by Hollywood Media; (b)
one-third of the issued shares will vest if, at any time prior to the fourth
anniversary of the date of grant, Hollywood Media achieves EBITDA greater
than zero for either (A) each of two consecutive fiscal quarters or (B) any
three quarters in any 15-month period, in each case beginning with the
fourth fiscal quarter of 2008; and (c) one-third of the issued shares will
vest if, at any time prior to the fourth anniversary of the date of grant,
the closing price of Hollywood Medias Common Stock exceeds $2.00 per share
for at least 10 consecutive trading days after the date of grant. The Grant
Date Fair Value in the table was valued in accordance with FAS 123R based on
the $1.02 closing market price per share on the date of grant.
Notwithstanding the foregoing, with respect to each executive, any unvested
restricted shares granted to such executive shall immediately vest in full
upon a Change of Control of Hollywood Media (as defined in the employment
agreement between such executive and Hollywood Media), or in the event that
the employment of such executive is terminated by Hollywood Media other than
for Cause or by such executive for Good Reason (in each case as such
term is defined in the employment agreement between such executive and
Hollywood Media) at any time prior to the fourth anniversary of the date of
grant. |
12
Employment Agreements with Named Executive Officers
Employment Agreements with Chief Executive Officer and President. In 1993, Hollywood Media
entered into employment agreements with each of Mitchell Rubenstein, to serve as Chairman and Chief
Executive Officer, and Laurie S. Silvers, to serve as Vice Chairman and President. The current
terms of these agreements, as amended, are described below. These agreements were last amended and
restated in December 2008. In deciding to renew the contracts of Mr. Rubenstein and Ms. Silvers in
December 2008, the Compensation Committee considered the compensation study received from Pearl
Meyer & Partners, LLC in November 2008 and, among other things, the qualifications and performance
of Mr. Rubenstein and Ms. Silvers, the value of their institutional knowledge, the Companys
revenues, results, transactions and operations, the need for experienced management in a recession
economy as well as managements positioning of the Company in advance of the recession with
significant cash on hand and, most importantly, given the credit crisis, no long-term debt, the
exercise of conservative inventory management in the Companys Broadway Ticketing business, the
dividends received from MovieTickets.com in the second quarter of 2008 and expected in the first
quarter of 2009 (which was subsequently received), significant cost-cutting implemented by
management in 2008, and the Companys return of cash to shareholders through the Companys stock
repurchase plan.
Pursuant to the amended and restated employment agreements dated December 2008, the terms of
both agreements were extended through December 31, 2010. The terms of each of the employment
agreements are automatically extended for successive one-year terms unless Hollywood Media or the
executive officer gives written notice to the other at least 90 days prior to the then-scheduled
expiration date. Each of the employment agreements provides for an annual salary (subject to
automatic cost-of-living increases based on changes in the consumer price index), additional cash
bonuses as determined by the Compensation Committee or the Board of Directors from time to time at
their discretion, and an automobile allowance of $650 per month. Pursuant to the amended and
restated employment agreements dated December 2008, the current annual salary rates are $464,834
for Mr. Rubenstein and $406,730 for Ms. Silvers.
Pursuant to amendments made in 2004 to these employment agreements, the Chief Executive
Officer and the President were each granted 400,000 shares of restricted common stock of Hollywood
Media, issued under Hollywood Medias shareholder-approved 2000 Stock Incentive Plan, which shares
vest over the course of four years at the rate of 25,000 shares (or 6.25%) on the first day of each
calendar quarter until fully vested, commencing in the fourth quarter of 2004, subject to
accelerated vesting upon certain events including a Change of Control, the termination of the
executives employment without cause, or the resignation of the executive within 60 days after the
occurrence of Good Reason (as defined in the employment agreements). These shares were fully
vested as of July 1, 2008.
Employment Agreement with Chief Accounting Officer. On May 19, 2005, Hollywood Media entered
into an employment agreement with Scott Gomez, the Chief Accounting Officer of Hollywood Media.
The term of employment expires on April 13, 2010, unless terminated earlier, subject to automatic
extensions for additional one-year periods unless any party gives notice of termination at least
thirty days prior to the expiration date. Compensation under the agreement includes annual base
salary of $175,000 effective as of April 14, 2005, subject to annual salary increases of $25,000, a
$25,000 cash bonus within ten days of the signing of the agreement as well as annual $25,000 cash
bonuses on each anniversary date of his employment with Hollywood Media, and a grant of options to
purchase 25,000 shares of Hollywood Medias common stock at a price equal to the closing sale price
of the common stock on the trading day immediately preceding the date of the employment agreement.
The options were fully vested on the date of grant and have a five-year term.
On August 9, 2006, Hollywood Media and Mr. Gomez amended and restated the original five-year
employment agreement. In addition to the terms of the original employment agreement, the
13
amended
and restated employment agreement provides that, if a Change of Control (which is defined in the
employment agreement) occurs during the term of employment, then Mr. Gomez will be entitled to
receive a cash payment equal to the salary and annual bonuses payable to Mr. Gomez under the
agreement for the two year period following the date of such Change of Control (the Change of
Control Payment), with 50% of the Change of Control Payment payable upon the date of the Change of
Control and 50% of the Change of Control Payment to be paid to Mr. Gomez six months after the date
of the Change of Control. As a condition to receiving the second 50% of the Change of Control
Payment, Mr. Gomez is required to continue his employment during a period of at least six months
following the date of the Change of Control irrespective of the length of time remaining on the
term of the agreement, which was extended by Hollywood Media to one year following the date of the
Change of Control in accordance with the terms of the employment agreement (the Required
Employment Period). During the Required Employment Period, the base salary payable to Mr. Gomez
in accordance with the terms of the employment agreement shall be increased by 50%. If Mr. Gomezs
employment is terminated without Cause or for Good Reason during the Required Employment Period,
Mr. Gomez would be entitled to receive a lump sum payment equal to (a) any unpaid portion of the
Change of Control Payment plus (b) the unpaid portion of the aggregate increased base salary that
would have been payable to him during the Required Employment Period if such termination had not
occurred. Upon the expiration of the Required Employment Period, Mr. Gomezs employment will
continue under the terms of the employment agreement without the 50% base salary increase, and he
will not be entitled to any termination payments if his employment is terminated without Cause or
for Good Reason.
As defined in Mr. Gomezs employment agreement, a Change of Control includes, among other
factors, the sale of 50% or more of the stock or assets of any two of Hollywood Medias divisions
known as Broadway Ticketing, Data Business or Hollywood.com. On August 21, 2008, payment of the
Change of Control Payment was triggered upon the sale of the Hollywood.com Business, which followed
the previous sale by Hollywood Media of its Data Business (comprised of the sales of the Baseline
StudioSystems and Showtimes businesses in August 2006 and August 2007, respectively). Accordingly:
(i) Mr. Gomez received a Change of Control Payment equal to $592,945, with 50% paid on August 21,
2008 and 50% paid on February 21, 2009; and (ii) the current annual salary rate for Mr. Gomez is
$375,000, reflecting the 50% increase required during the Required Employment Period referenced
above.
Additional terms of the employment agreements with the Named Executive Officers are described
below under the caption Potential Payments upon Termination or Change-in-Control. For additional
information about the sale of the Hollywood.com Business referenced above, see Transactions with
Related Persons below.
14
Outstanding Equity Awards at 2008 Fiscal Year-End
The following table sets forth information regarding outstanding option and stock awards held
by the Named Executive Officers at December 31, 2008:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Incentive |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Plan |
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Market or |
|
|
Number of |
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
Unearned |
|
Payout Value |
|
|
Securities |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
Shares or |
|
Market Value |
|
Shares, Units |
|
of Unearned |
|
|
Underlying |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
Units of |
|
of Shares or |
|
or Other |
|
Shares, Units or |
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
|
Option |
|
Stock That |
|
Units of Stock |
|
Rights That |
|
Other Rights |
|
|
Options (#) |
|
Options (#) |
|
Unearned |
|
Exercise |
|
Expiration |
|
Have Not |
|
That Have |
|
Have Not |
|
That Have Not |
Name |
|
Exercisable |
|
Unexercisable |
|
Options (#) |
|
Price ($) |
|
Date |
|
Vested (#) |
|
Not Vested ($) |
|
Vested (#) |
|
Vested (#) |
Mitchell Rubenstein |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83,333 |
|
|
$ |
83,333 |
(1) |
|
|
166,667 |
|
|
$ |
166,667 |
(1) |
Laurie S. Silvers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
$ |
50,000 |
(1) |
|
|
100,000 |
|
|
$ |
100,000 |
(1) |
Scott Gomez |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
$ |
4.44 |
|
|
|
5/19/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
4.28 |
|
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12/28/2010 |
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(1) |
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The market value of the unvested shares of Hollywood Medias common stock is based on the
closing price per share as of December 31, 2008, which was $1.00. |
Option Exercises and Stock Vested in 2008
The following table sets forth information regarding each exercise of stock options and
vesting of restricted stock that occurred during 2008 for each of Hollywood Medias Named Executive
Officers on an aggregated basis:
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Option Awards |
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Stock Awards |
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Number of Shares |
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Acquired on |
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Value Realized |
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Number of Shares |
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Value Realized |
Name |
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Exercise (#) |
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on Exercise ($) |
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Acquired on Vesting (#) |
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on Vesting ($) |
Mitchell Rubenstein |
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81,000 |
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82,620 |
(1) |
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75,000 |
(2) |
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$ |
197,000 |
(3) |
Laurie S. Silvers |
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75,000 |
(2) |
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$ |
197,000 |
(3) |
Scott Gomez |
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20,000 |
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32,400 |
(4) |
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(1) |
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Represents the difference between the market price of the underlying shares on the June 23,
2008 exercise date, based on the closing price per share of $2.32 as of such date, and the $1.30
per share exercise price of the options. |
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(2) |
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Represents the portion of the 400,000 shares of restricted common stock that were granted to
the named officer on August 20, 2004 that vested during the fiscal year ended December 31, 2008.
As of December 31, 2008, there were no unvested shares remaining under this issuance. |
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(3) |
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The aggregate dollar amount realized upon vesting is based on the closing price per share of
Hollywood Medias common stock on the last trading date prior to each of the vesting dates that
occurred during the fiscal year ended December 31, 2008, as follows: (a) 25,000 shares vested on
January 1, 2008, valued at $73,258 based on a closing price of $2.93 per share; (b) 25,000 shares
vested on April 1, 2008, valued at $62,000 based on a closing price of $2.48 per share; and (c)
25,000 shares vested on July 1, 2008, valued at $61,750 based on a closing price of $2.47 per
share. |
15
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(4) |
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Represents the difference between the market price of the underlying shares on the April 21,
2008 exercise date, based on the closing price per share of $2.50 as of such date, and the $0.88
per share exercise price of the options. |
Pension Benefits
Hollywood Media does not provide pension arrangements or post-retirement health coverage for
its executives or employees. It does provide a 401(k) retirement savings plan (the Plan) for all
of its full time employees, including the Named Executive Officers, who have completed six (6)
months of employment with Hollywood Media or any of its subsidiaries. Each participant may
contribute to the Plan up to a specified portion of his or her pre-tax gross compensation in
accordance with the Plans limitations (but not greater than the statutorily prescribed limit).
Amounts contributed by employee participants in accordance with the Plan requirements and earnings
on such contributions are fully vested. The contributions by employees to the Plan may be invested
in such investments as selected by each participant from the investment choices provided under the
Plan (but may not be invested in securities of Hollywood Media).
The Plan permits, but does not require, Hollywood Media to make additional contributions on
behalf of the participating employees in the form of cash and/or property (including without
limitation shares of common stock of Hollywood Media), as determined by Hollywood Media in its
discretion. Hollywood Media will determine on an annual basis whether a matching contribution will
be made and, if so, at what level of contribution. For the fiscal year ended December 31, 2008,
Hollywood Media elected to make a matching contribution for each participating employee equal to
half of the first 8% of the employees deferral, payable in shares of common stock of Hollywood
Media. The matching contributions vest 25% per year of employment of the participating employee,
with such employee becoming fully vested in any matching contributions after four years of
employment.
Nonqualified Deferred Compensation
Hollywood Media does not provide any nonqualified defined contribution or other deferred
compensation plans.
Potential Payments Upon Termination or Change-in-Control
Mitchell Rubenstein Chief Executive Officer
Pursuant to the current employment agreement between Hollywood Media and Mitchell Rubenstein,
discussed under the caption Employment Agreements with Named Executive Officers above, upon a
termination of Mr. Rubensteins employment by Hollywood Media for Mr. Rubensteins disability or
for any reason other than death or Cause (as defined in the employment agreement) or upon a
termination of Mr. Rubensteins employment by Mr. Rubenstein for Good Reason (as defined in the
employment agreement), Mr. Rubenstein will be entitled to receive a lump sum payment equal to his
then current salary until the expiration of the then current term of the employment agreement or
for 12 months, whichever is greater. For purposes of this agreement, a termination by Hollywood
Media of Laurie S. Silvers employment without Cause will constitute a termination without Cause of
Mr. Rubenstein. In the event of a termination of employment by Hollywood Media as a result of Mr.
Rubensteins death, Mr. Rubensteins estate will be entitled to receive a lump sum payment equal to
one years base salary plus a pro rata portion of any bonus to which Mr. Rubenstein would have been
entitled. Assuming that Mr. Rubensteins employment was terminated by Hollywood Media on December
31, 2008 without Cause or as a result of Mr. Rubensteins disability, Mr. Rubenstein would be
entitled to receive a lump sum payment equal to $929,668 (representing his then current salary
through the
16
December 31, 2010, the expiration of the then current term) and approximately $15,310 in
insurance coverage for termination as a result of disability. Assuming that this agreement was
terminated on December 31, 2008 as a result of Mr. Rubensteins death, Mr. Rubensteins estate
would be entitled to receive a lump sum payment of $464,834.
Under Mr. Rubensteins current employment agreement, if Mr. Rubenstein is affiliated with
Hollywood Media on the date of a Change of Control (as defined in his employment agreement), Mr.
Rubenstein will receive a lump sum payment equal to three times his base period income, to be
paid within 5 days of the date of the Change of Control. As defined in his employment agreement,
base period income shall be the sum of (i) the base salary paid or payable to Mr. Rubenstein with
respect to the last fiscal year ending before the date of the Change of Control, and (ii) the
greater of (x) Mr. Rubensteins bonus (both cash and stock) for the last fiscal year ending before
the date of the Change of Control and (y) Mr. Rubensteins bonus (both cash and stock) for the
second fiscal year preceding such date. Assuming the occurrence of a Change of Control on December
31, 2008, Mr. Rubenstein would be entitled to receive a lump sum payment of $2,312,502.
Under Mr. Rubensteins current employment agreement, a Change of Control shall be deemed to
have taken place if (i) any person, or more than one person acting as a group as defined in Treas.
Reg. section 1.409A-3(i)(5)(v)(B), acquires Hollywood Media stock (or has acquired such stock
within a 12-month period ending on the date of the most recent acquisition by such person or
persons) having 30% or more of the combined voting power of the then outstanding stock of Hollywood
Media (other than as a result of an issuance of securities initiated by Hollywood Media, or open
market purchases approved by the Board, as long as the majority of the Board approving the
purchases is the majority at the time the purchases are made), (ii) a majority of the persons who
were directors of Hollywood Media before such transactions shall be replaced by directors whose
appointment was not endorsed by the Board before such appointment, as the direct or indirect result
of or in connection with, any cash tender or exchange offer, merger or other business combination,
sale of assets or contested election, or any combination of the foregoing transactions, or (iii)
any one person, or more than one person acting as a group as defined in Treas. Reg. section
1.409A-3(i)(5)(v)(B), acquires (or has acquired within the 12-month period ending on the date of
the most recent acquisition by such person or persons) assets from Hollywood Media having a total
gross fair market value equal to or greater than 40% of the total gross fair market value of the
assets of Hollywood Media immediately before such acquisition or acquisitions.
Laurie S. Silvers President
The current employment agreement between Hollywood Media and Laurie S. Silvers, discussed
under the caption Employment Agreements with Named Executive Officers above, contains termination
provisions that are identical to the termination provisions described above for Mr. Rubenstein.
Assuming that Ms. Silvers employment was terminated by Hollywood Media on December 31, 2008
without Cause or as a result of Ms. Silvers disability, Ms. Silvers would be entitled to receive a
lump sum payment equal to $813,460 (representing her then current salary through the December 31,
2010, the expiration of the then current term) and approximately $31,022 in insurance coverage for
termination as a result of disability. Assuming that this agreement was terminated on December 31,
2008 as a result of Ms. Silvers death, Ms. Silvers estate would be entitled to receive a lump sum
payment of $406,730.
Ms. Silvers current employment agreement also contains Change of Control provisions that are
identical to the Change of Control provisions described above for Mr. Rubenstein. Assuming the
occurrence of a Change of Control on December 31, 2008, Ms. Silvers would be entitled to receive a
lump sum payment of $1,832,187.
17
Scott Gomez Chief Accounting Officer
Pursuant to the current employment agreement between Hollywood Media and Scott Gomez,
discussed under the caption Employment Agreements with Named Executive Officers above, a Change
of Control is defined to include, among other factors, the sale of 50% or more of the stock or
assets of any two of Hollywood Medias divisions known as Broadway Ticketing, Data Business or
Hollywood.com. On August 21, 2008, a Change of Control occurred under Mr. Gomezs employment
agreement as a result of the sale of the Hollywood.com Business, which followed the previous sale
by Hollywood Media of its Data Business (comprised of the sales of the Baseline StudioSystems and
Showtimes businesses in August 2006 and August 2007, respectively). (For additional information
about the sale of the Hollywood.com Business, see Transactions with Related Persons below.)
Accordingly, Mr. Gomez was owed a Change of Control Payment of $592,945, which in accordance with
the terms of the employment agreement was equal to the salary and annual bonuses payable to Mr.
Gomez under the agreement for the two year period following the date of the Change of Control. In
accordance with the terms of the employment agreement, 50% of the Change of Control Payment
(less applicable payroll deductions) was paid to Mr. Gomez on August 21, 2008, and the
remaining 50% of the Change of Control Payment was paid on February 21, 2009.
As a condition to receiving the second 50% of the Change of Control Payment, Mr. Gomez was
required to continue his employment through February 21, 2009. During the Required Employment
Period and any extension thereof, the base salary payable to Mr. Gomez in accordance with the terms
of the employment agreement shall be increased by 50%. If Mr. Gomezs employment is terminated
without Cause or for Good Reason (as each term is defined in the Employment Agreement) during the
Required Employment Period, Mr. Gomez would be entitled to receive a lump sum payment equal to (a)
any unpaid portion of the Change of Control Payment plus (b) the unpaid portion of the aggregate
increased base salary that would have been payable to him during the Required Employment Period if
such termination had not occurred. Upon the expiration of the Required Employment Period, Mr.
Gomezs employment will continue under the terms of the employment agreement without the 50% base
salary increase, and he will not be entitled to any termination payments if his employment is
terminated without Cause or for Good Reason. Assuming that Mr. Gomezs employment was terminated
without Cause or for Good Reason on December 31, 2008 and that Hollywood Media had not extended the
Required Employment Period beyond February 21, 2009, Mr. Gomez would be entitled to receive (less
applicable payroll deductions): (i) the remaining Change of Control Payment of $296,473; and (ii)
the increased salary of approximately $54,167 payable through February 21, 2009.
18
Director Compensation
The following table sets forth information regarding the compensation received by each of
Hollywood Medias Directors during 2008:
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Change in Pension |
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Value and |
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Non-Qualified |
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Non-Equity |
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Deferred |
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Fees Earned or Paid |
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Incentive Plan |
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Compensation |
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All Other |
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Name |
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in Cash |
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Stock Awards |
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Option Awards |
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Compensation |
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Earnings |
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Compensation |
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Total |
Mitchell Rubenstein, |
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Chairman(1) |
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Laurie S. Silvers, |
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Vice Chairman(1) |
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Harry T. Hoffman |
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$ |
63,500 |
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$ |
63,500 |
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Robert E. McAllan |
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$ |
59,000 |
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$ |
59,000 |
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Deborah J. Simon |
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$ |
29,500 |
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$ |
29,500 |
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Robert D. Epstein |
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$ |
36,500 |
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$ |
36,500 |
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Spencer Waxman(2) |
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(1) |
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Ms. Silvers and Mr. Rubenstein are executive officers and employees of Hollywood Media,
and their compensation is reported separately above in this Executive Compensation
portion of this Form 10-K/A, prior to this Director Compensation discussion. |
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(2) |
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Mr. Waxman first became a Director upon his election to the Board of Directors at
Hollywood Medias Annual Meeting of Shareholders held on December 18, 2008. |
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(3) |
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The table below shows the aggregate number of shares subject to all outstanding stock
options held by the named directors as of December 31, 2008, including options granted
during 2008 and prior years, all of which options were granted under the Directors Stock
Option Plan for non-employee directors (described below). |
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Total Options Held |
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at 12/31/2008 |
Name |
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(# of shares) |
Harry T. Hoffman |
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70,254 |
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Robert E. McAllan |
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80,435 |
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Deborah J. Simon |
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85,254 |
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Robert D. Epstein |
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15,000 |
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Retainer and Meeting Fees
Directors of Hollywood Media who are neither employees nor consultants (non-employee
directors) are compensated at the rate of $2,500 for each meeting of the Board of Directors
attended in person, $500 for each meeting of the Board attended by telephone, and $500 for each
committee meeting attended. Directors are reimbursed for travel and lodging expenses in connection
with their attendance at meetings. In addition, commencing January 1, 2008, non-employee directors
are paid $25,000 per year of service on the Board, and the chairman of any committee of the Board
is paid an additional $25,000 per year of service as chairman. The current committee chairmen are
Robert McAllan, who is Chairman of the Audit Committee, and Harry Hoffman, who is Chairman of the
Compensation Committee.
19
Directors Stock Option Plan
Hollywood Medias shareholder-approved Directors Stock Option Plan (the Directors Plan) was
initially adopted in 1993, was subsequently amended, and has been approved by Hollywood Medias
shareholders. No stock options may be granted under the Directors Plan after July 1, 2008. The
Directors Plan continues in effect until all options granted thereunder have expired or been
exercised, unless the Directors Plan is terminated at an earlier time.
The Directors Plan provides for grants of stock options, subject to availability of shares
under the plan, to each non-employee director, as follows: (1) an initial grant of an option to
purchase 15,000 shares of common stock at the time such person first becomes appointed to the
Board, and (2) an annual grant of an option to purchase 15,000 shares of common stock on the date
of each annual meeting of Hollywood Medias shareholders at which the director is reelected. In
December 2007, the Board of Directors elected to temporarily suspend such annual option issuances
until such time that the Board determines to reserve additional shares of common stock for issuance
upon exercise of options granted under the Directors Stock Option Plan. During the year ended
December 31, 2008, no options were granted, exercised, cancelled or expired under the Directors
Stock Option Plan.
The maximum aggregate number of shares of common stock that may be issued pursuant to options
granted under the Directors Plan is 300,000, and options are currently outstanding for an aggregate
of 295,943 shares.
The exercise price per share of any option granted under the Directors Plan is the Fair
Market Value per share of common stock (based on the prevailing stock market price per share of
common stock, as defined in the Directors Plan) on the date preceding the date the option is
granted. These options become exercisable six months after the date of grant and expire ten years
after the date of grant, subject to earlier termination upon certain conditions as provided in the
plan. The Board of Directors, in its discretion, may cancel all options granted under the Directors
Plan that remain unexercised on the date of consummation of certain corporate transactions
described in the Directors Plan.
Compensation Committee Interlocks and Insider Participation.
The current members of Hollywood Medias Compensation Committee are Harry T. Hoffman, Deborah
J. Simon and Robert D. Epstein. No member of the Compensation Committee was at any time during the
2008 fiscal year or at any other time an officer or employee of Hollywood Media. No member of the
Compensation Committee had any relationship during the 2008 fiscal year requiring disclosure under
Item 404. In addition, none of Hollywood Medias executive officers serves (or served during the
2008 fiscal year) as a member of the board of directors or compensation committee (or other board
committee performing equivalent functions) of any entity that has one or more executive officers
serving (or who served during the 2008 fiscal year) as members of Hollywood Medias Board of
Directors or Compensation Committee.
20
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the beneficial ownership of the
common stock of Hollywood Media as of April 27, 2009 (or other date as indicated in the footnotes
below) by:
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each person or group known by Hollywood Media to beneficially own more than 5%
of the outstanding shares of common stock of Hollywood Media; |
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each director and director nominee of Hollywood Media; |
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each executive officer of Hollywood Media; and |
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all of the current directors and executive officers of Hollywood Media as a
group. |
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Number of Shares |
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Name and Address |
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Beneficially |
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Percent of |
of Beneficial Owner(1) |
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Owned(2) |
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Class(2) |
Intana Management, LLC |
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3,193,547 |
(3) |
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10.25 |
% |
Shannon River Fund Management Co. LLC |
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3,123,860 |
(4) |
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10.03 |
% |
CCM Master Qualified Fund, Ltd. |
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2,868,992 |
(5) |
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9.21 |
% |
Morgan Stanley |
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2,408,233 |
(6) |
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7.73 |
% |
Gruber and McBaine Capital Management, LLC |
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2,227,984 |
(7) |
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7.15 |
% |
Mitchell Rubenstein and Laurie S. Silvers |
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1,816,330 |
(8) |
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5.83 |
% |
Potomac Capital Management LLC |
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1,756,553 |
(9) |
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5.61 |
% |
Dimensional Fund Advisors, LP |
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1,656,229 |
(10) |
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5.32 |
% |
Wellington Management Company, LLP and
Vanguard Explorer Fund |
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1,643,923 |
(11) |
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5.28 |
% |
Stephen Gans |
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1,620,425 |
(12) |
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5.20 |
% |
Deborah J. Simon |
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103,419 |
(13) |
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* |
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Harry T. Hoffman |
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83,254 |
(14) |
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* |
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Robert E. McAllan |
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81,843 |
(15) |
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* |
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Scott Gomez |
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79,986 |
(16) |
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* |
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Robert D. Epstein |
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16,000 |
(17) |
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* |
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Spencer Waxman |
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3,123,860 |
(18) |
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10.03 |
% |
All directors, director nominees and
executive officers of Hollywood Media as
a group (8 persons) |
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5,304,692 |
(19) |
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16.87 |
% |
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* |
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Less than 1% |
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(1) |
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Except as otherwise noted in the footnotes below, the address of each beneficial owner is in
care of Hollywood Media Corp., 2255 Glades Road, Boca Raton, Florida 33431. |
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(2) |
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For purposes of this table, beneficial ownership is determined in accordance with Rule 13d-3
under the |
21
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Securities Exchange Act of 1934, pursuant to which a persons or groups ownership is
deemed to include any shares of common stock that such person has the right to acquire within 60
days. For purposes of computing the percentage of outstanding shares of common stock held by each
person or group of persons named above, any shares which such person or persons has the right to
acquire within 60 days are deemed to be outstanding, but such shares are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other person. Hollywood
Media had 31,153,560 outstanding shares of common stock as of April 27, 2009. |
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(3) |
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Based on a Schedule 13G filed with the SEC on November 12, 2008, Intana Management, LLC and
Intana Capital Master Fund, Ltd. beneficially own such shares. The reported business address for
these holders is 505 Park Avenue, 3rd Floor, New York, New York 10022. |
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(4) |
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Based on a Schedule 13D filed with the SEC on February 26, 2009, Shannon River Fund Management
Co. LLC, Shannon River Global Management LLC, Shannon River Partners, LP, Shannon River Partners
II, LP, Doonbeg Fund, LP and Shannon River Partners LTD beneficially own, in the aggregate, such
shares. The reported business address for these holders is 800 Third Avenue, 30th Floor, New York,
New York 10022. |
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(5) |
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Based on a Schedule 13D/A filed with the SEC on December 4, 2008, CCM Master Qualified Fund,
Ltd., Coghill Capital Management, L.L.C. and Clint D. Coghill have shared voting and shared
dispositive power with respect to such shares. The reported business address for these holders is
One North Wacker Drive, Suite 4350, Chicago, IL 60606. |
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(6) |
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Based on a Schedule 13G/A filed with the SEC on February 17, 2009, Morgan Stanley and Morgan
Stanley Capital Services Inc. beneficially own such shares. The reported business address for these
holders is 1585 Broadway, New York, NY 10036. |
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(7) |
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Based on a Schedule 13G filed with the SEC on January 29, 2009, Gruber and McBaine Capital
Management, LLC, Jon D. Gruber, J. Patterson McBaine and Eric B. Swergold have shared voting and
shared dispositive power with respect to 1,413,602 shares, and each of Jon D. Gruber, J. Patterson
McBaine and Eric B. Swergold has sole voting and sole investment power over 549,997, 264,085 and
300 shares, respectively. The reported business address for these holders is 50 Osgood Place,
Penthouse, San Francisco, CA 94133. |
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(8) |
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Represents 1,122,790 outstanding shares of common stock which are owned by Mitchell Rubenstein
individually (including 13,560 shares held for his account in Hollywood Medias 401(k) plan) and
693,540 outstanding shares of common stock which are owned individually by Laurie S. Silvers, his
wife (including 13,540 shares held for her account in Hollywood Medias 401(k) plan). |
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(9) |
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Based on a Schedule 13G filed with the SEC on August 29, 2008, Potomac Capital Management LLC,
Potomac Capital Management Inc. and Paul J. Solit beneficially own such shares, which include an
aggregate of 150,000 shares issuable pursuant to exercisable warrants. The reported business
address for these holders is 825 Third Avenue, 33rd Floor, New York, New York 10022. |
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(10) |
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Based on a Schedule 13G filed with the SEC on February 9, 2009, Dimensional Fund Advisors, LP
beneficially owns such shares. The reported business address for this holder is Palisades West,
Building One, 6300 Bee Cave Road, Austin, Texas, 78746. |
|
(11) |
|
Based on a Schedule 13G filed with the SEC on February 17, 2009 and a Schedule 13G/A filed
with the SEC on February 13, 2009, Wellington Management Company, LP, its capacity as investment
advisor, and Vanguard Explorer Fund beneficially own such shares. The reported business addresses
for these holders are 75 State Street, Boston, Massachusetts 02109 and 100 Vanguard Boulevard,
Malvern, Pennsylvania 19355, respectively. |
|
(12) |
|
Based on a Schedule 13G filed with the SEC on March 19, 2009, Mr. Gans beneficially owns such
shares. The reported business address for this holder is 1680 Michigan Avenue, Suite 1001, Miami
Beach, Florida 33139. |
|
(13) |
|
Represents 18,165 outstanding shares of common stock, and 85,254 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Ms. Simon. |
22
|
|
|
(14) |
|
Represents 13,000 outstanding shares of common stock, and 70,254 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. Hoffman. |
|
(15) |
|
Represents 1,408 outstanding shares of common stock, and 80,435 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. McAllan. |
|
(16) |
|
Represents 44,986 outstanding shares of common stock (including 4,986 shares held for Mr.
Gomezs account in Hollywood Medias 401(k) plan), and 35,000 shares of common stock issuable
pursuant to exercisable options, beneficially owned by Mr. Gomez. |
|
(17) |
|
Represents 1,000 outstanding shares of common stock, and 15,000 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. Epstein. |
|
(18) |
|
Represents shares beneficially owned by Shannon River Fund Management Co. LLC and affiliated
entities as described in footnote 4 above. Mr. Waxman is the Managing Partner of Shannon River
Fund Management Co. LLC. |
|
(19) |
|
Represents an aggregate of 5,018,749 outstanding shares of common stock and 285,943 shares of
common stock issuable pursuant to exercisable options. |
23
Securities authorized for issuance under equity compensation plans. The following table sets
forth information as of December 31, 2008, regarding compensation plans under which equity
securities of Hollywood Media are authorized for issuance, aggregated by Plan category as
indicated in the table:
EQUITY COMPENSATION PLAN INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AS OF DECEMBER 31, 2008 |
|
|
Number of |
|
|
|
|
|
Number of |
|
|
securities to be |
|
Weighted average |
|
securities |
|
|
issued upon |
|
exercise price per |
|
remaining available |
|
|
exercise of |
|
share of |
|
for future issuance |
|
|
outstanding |
|
outstanding |
|
under equity |
|
|
options, warrants |
|
options, warrants |
|
compensation |
|
|
and rights |
|
and rights |
|
plans(1) |
|
|
(a) |
|
(b) |
|
(c) |
Plan Category: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans approved by
security
holders(2) |
|
|
591,943 |
|
|
$ |
5.24 |
|
|
|
512,370 |
|
Equity compensation
plans not approved by
security
holders(3) |
|
|
1,989,985 |
|
|
$ |
4.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,581,928 |
|
|
|
|
|
|
|
512,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excluding securities reflected in column (a). |
|
(2) |
|
Hollywood Media has four shareholder-approved equity compensation plans: the 2004 Stock
Incentive Plan, 2000 Stock Incentive Plan, 1993 Stock Option Plan, and the Directors Stock Option
Plan. No additional grants of stock options may be made under the 1993 Stock Option Plan or the
Directors Stock Option Plan because the periods for granting options under such plans expired in
July 2003 and July 2008, respectively. In addition to stock options, each of the 2004 Stock
Incentive Plan and the 2000 Stock Incentive Plan permit the granting of stock awards and other
forms of equity compensation and, as of December 31, 2008, the number of shares available for
granting additional awards was 282,261 shares under the 2004 Stock Incentive Plan and 226,052
shares under the 2000 Stock Incentive Plan. Additional information about such plans and awards is
provided in Note (3) and other Notes to the Consolidated Financial Statements included in Item 8 of
Hollywood Medias 2008 Form 10-K filed with the SEC. |
|
(3) |
|
Equity compensation not approved by security holders consists primarily of warrants or
other equity purchase rights granted to non-employees of Hollywood Media. Additional information
about such equity compensation is provided in Note (3) and other Notes to the Consolidated
Financial Statements included in Item 8 of Hollywood Medias 2008 Form 10-K filed with the SEC. |
24
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related Persons
Scott Gomez has been an executive officer of Hollywood Media since April 2003. Hollywood Media
employed his father, Jose Gomez, from December 2000 through March 2009 in information systems and
business development positions, not as an executive officer. Such employment was pursuant to an
employment agreement with Hollywood Media entered into on December 13, 2005, as amended on February
7, 2007, which includes, among other things, a term of employment through November 30, 2010 and
salary at an annual rate of $240,057. Total 2008 cash compensation (salary and bonus) of Jose
Gomez was $480,210, which includes the payment of a $240,000 severance payment in October 2008
which was paid in accordance with a transition agreement entered into between Hollywood Media and
Mr. Gomez that reduced the severance payment that would have been payable by Hollywood Media under
Mr. Gomezs employment agreement.
From April 2007 through March 2009, Hollywood Media employed David Silvers, the son of Laurie
S. Silvers and the stepson of Mitchell Rubenstein, in business development and legal positions, not
as an executive officer. Mr. Silvers, who received a JD from the University of Miami School of Law
in 2004 and an MBA from the University of Miami School of Business in 2005, was employed by
Hollywood Media on an at will basis at an annual salary of $95,000.
Sale of Hollywood.com Business Unit to R&S Investments LLC
On August 21, 2008, Hollywood Media entered into a definitive purchase agreement with R&S
Investments, LLC, an entity wholly-owned by Mitchell Rubenstein, Hollywood Medias Chief Executive
Officer and Chairperson of the Board, and Laurie S. Silvers, Hollywood Medias President and
Vice-Chairperson of the Board. Pursuant to the purchase agreement, R&S Investments acquired
Hollywood Medias subsidiaries Hollywood.com, Inc. and Totally Hollywood TV, LLC (collectively, the
Hollywood.com Business) for a potential purchase price of $10.0 million, which includes $1.0
million in cash that was paid to Hollywood Media at closing and potential earn-out payments of up
to $9.0 million. The Hollywood.com Business included: (i) Hollywood Medias Hollywood.com, Inc.
subsidiary, which owned the Hollywood.com website and related URLs and celebrity fan websites.
Hollywood.com features in-depth movie information including movie showtimes listings, celebrity
biographical data, and celebrity photos primarily obtained by Hollywood.com through licenses with
third party licensors which are made available on the Hollywood.com website and mobile platform.
Hollywood.com also has celebrity fan sites and a library of feature stories and interviews which
incorporate photos and multimedia videos taken at entertainment events including movie premiers and
award shows; and (ii) Hollywood Medias Totally Hollywood TV, LLC subsidiary, which owned
Hollywood.com Television, a free video on demand service distributed pursuant to annual affiliation
agreements with certain cable operators for the distribution of movie trailers to subscribers of
those cable systems. The purchase price was determined by an arms-length negotiation between a
Special Committee of independent and disinterested directors of Hollywood Media on the one hand and
R&S Investments on the other hand.
Beginning in September 2009, R&S Investments will be contractually obligated to make periodic
earn-out payments equal to the greater of (i) 10 percent of gross revenue and (ii) 90 percent of
EBITDA (as defined in the purchase agreement) for the Hollywood.com Business until the full
earn-out is paid. If a change of control of Hollywood.com occurs before the earn-out is fully paid,
the remaining portion of the earn-out would be payable immediately upon such a change of control,
up to the amount of consideration received by R&S Investments less related expenses. If the
consideration in such a change of control is less than the remaining balance of the earn-out, then
the subsequent buyer will be obligated to pay the difference in accordance with the same earn-out
terms. In addition, if Hollywood.com is resold prior to August 21, 2011, Hollywood Media will also
receive 5 percent of any proceeds above $10.0 million. Pursuant to the purchase agreement,
Hollywood Media was required to place $2.6 million into an escrow account to fund any negative
EBITDA of the Hollywood.com Business up to a maximum of $2.6 million through August 21, 2010.
25
In connection with the transaction, in order to provide for an efficient and orderly
transition of the Hollywood.com Business, Hollywood Media and the Hollywood.com Business entered
into an agreement to provide certain temporary administrative services, which Hollywood Media did
solely to provide for an efficient and orderly transition. Hollywood Media is reimbursed by the
Hollywood.com Business for out of pocket costs and incremental expenses incurred in providing
services under such agreement, including, but not limited to, payments of any pro rata portions of
any applicable employee salaries and benefits. In addition, Hollywood Media continues to process
cash receipts for outstanding receivables where vendors have not yet changed the remittance name.
The term of such agreement is through November 21, 2009, but Hollywood Media substantially
completed the transfer of all functions covered by such agreement by December 31, 2008.
Review, Approval or Ratification of Transactions with Related Persons
The matters disclosed above under the caption Transactions with Related Persons are
disclosed pursuant to Item 404(a) of SEC Regulation S-K. This paragraph is provided under Item
404(b) of SEC Regulation S-K to describe Hollywood Medias policies and procedures for the review,
approval, or ratification of transactions required to be reported under Item 404(a) of SEC
Regulation S-K. Hollywood Medias policy is and has been to comply with the requirements of Nasdaq
corporate governance rule 4350(h), which requires review and approval of related party
transactions required to be disclosed pursuant to Item 404 of SEC Regulation S-K, and that such
approval be made by the audit committee or another independent body of the board of directors.
Hollywood Medias directors have been made aware of the Nasdaq rule 4350(h) requirements from time
to time pursuant to notice provided in written actions of the Board and/or Committees of the Board
as well as discussed in Board and/or Committee meetings, and in addition such approval requirements
are recognized in the Charter of the Audit Committee; however, as of the date of this Form 10-K/A
Hollywood Media has not implemented written policies designating specified procedures or standards
for compliance with Nasdaq rule 4350(h). Item 404 transactions are generally reviewed and approved
or ratified on a case-by-case basis by a committee of independent directors by meeting or written
consent, usually by Hollywood Medias Audit Committee or Compensation Committee. There are no
transactions since the beginning of 2008 required to be reported under paragraph Item 404(a) of SEC
Regulation S-K that did not require review, approval or ratification or as to which such approval
requirements were not followed.
Director Independence
Hollywood Medias Board of Directors consists of seven directors. The Board has determined
that a majority of the current members of the Board (Harry T. Hoffman, Robert E. McAllan, Deborah
J. Simon, Robert D. Epstein and Spencer Waxman) are independent directors of Hollywood Media as
defined under the Securities Exchange Act of 1934 and rules thereunder and under the listing rules
of the Nasdaq Stock Market. In making this determination, the Board has concluded that none of
these independent Board members has a relationship which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a
director.
26
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Independent Registered Public Accounting Firms Fees and Services
The following table shows fees billed to Hollywood Media by its independent registered public
accounting firm, Kaufman Rossin & Co., P.A., for each of the two fiscal years ended December 31,
2008 and 2007, respectively, for services rendered in the specified categories indicated below.
|
|
|
|
|
|
|
|
|
Type of Fees |
|
2008 |
|
2007 |
Audit Fees |
|
$ |
707,468 |
|
|
$ |
781,202 |
|
Audit-Related Fees |
|
|
81,475 |
|
|
|
3,660 |
|
Tax Fees |
|
|
|
|
|
|
|
|
All Other Fees |
|
|
|
|
|
|
|
|
Total |
|
$ |
788,943 |
|
|
$ |
784,862 |
|
The fee types referenced in the above table, are defined as follows:
Audit Fees are aggregate fees billed by Hollywood Medias principal auditing firm for
professional services for the audit of Hollywood Medias consolidated financial statements
included in its Form 10-K, for the audit of managements report on its assessment of the
effectiveness of Hollywood Medias internal controls over financial reporting included in
its Form 10-K, for review of financial statements included in its Forms 10-Q, or for
services that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements.
Audit-Related Fees are fees billed by Hollywood Medias principal auditing firm for
assurance and related services that are reasonably related to the performance of the audit
or review of Hollywood Medias financial statements. Such services include principally
services associated with reports related to regulatory filings, and general accounting and
reporting advice.
Tax Fees are fees billed by Hollywood Medias principal auditing firm for
professional services for tax compliance, tax advice, and tax planning.
All Other Fees are fees billed by Hollywood Medias principal auditing firm for any
services not included in the forgoing fee categories.
Audit Committee Pre-Approval Policies and Procedures
SEC rules require that audit services and permitted non-audit services provided by our
principal auditing firm be pre-approved by our Audit Committee. Such rules permit such
pre-approval to be given either through explicit approval by the Audit Committee on a case-by-case
basis, or pursuant to pre-approval policies and procedures as may be established by the Audit
Committee from time to time.
For each of the two fiscal years ended December 31, 2008 and 2007, respectively, and through
the date of this Form 10-K/A, the Audit Committee has not adopted pre-approval policies covering
such periods or future periods. Accordingly, any services provided by our principal auditing firm
during the period January 1, 2007 through the date of this Form 10-K/A were approved by the Audit
Committee on a case-by-case basis. However, in the future the Audit Committee may adopt
pre-approval policies and procedures in accordance with applicable rules.
27
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form
10-K*:
|
|
|
Report of Independent Registered Public Accounting Firm* |
|
|
|
|
Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007* |
|
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007
and 2006* |
|
|
|
|
Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2008, 2007 and 2006* |
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007
and 2006* |
|
|
|
|
Notes to Consolidated Financial Statements* |
|
|
|
* |
|
Previously filed as an exhibit to this Form 10-K |
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or
the required information is provided in the consolidated financial statements or notes thereto
described in Item 15(a)(1) above.
3. Exhibits
The Exhibits listed below are filed as part of this Annual Report on Form 10-K.
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location of Exhibit |
|
|
|
|
|
|
|
3.1
|
|
Third Amended and Restated Articles of Incorporation.
|
|
|
(1 |
) |
|
|
|
|
|
|
|
3.2
|
|
Articles of Amendment to Articles of Incorporation of Hollywood Media
Corp. for Designation of Preferences, Rights and Limitations of Series
E Junior Preferred Stock.
|
|
|
(2 |
) |
|
|
|
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate.
|
|
|
(4 |
) |
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Rights Agreement dated as of August 23, 1996
between Hollywood Media Corp. (f/k/a Big Entertainment, Inc.) and
American Stock Transfer & Trust Company, as Rights Agent.
|
|
|
(5 |
) |
|
|
|
|
|
|
|
4.3
|
|
Amendment No. 1, dated as of December 9, 2002, to Amended and Restated
Rights
|
|
|
(6 |
) |
28
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location of Exhibit |
|
|
Amendment dated as of August 23, 1996 between Hollywood Media
Corp. and American Stock Transfer & Trust Company. |
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
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.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
10.1
|
|
Compensatory Plans, Contracts and Arrangements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) 1993 Stock Option Plan, as amended effective October 1, 1999.
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
(b) Directors Stock Option Plan, as amended effective May 1, 2003.
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
(c) 2000 Stock Incentive Plan, as amended October 30, 2003.
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
(d) 2004 Stock Incentive Plan.
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
(e) Hollywood Media Corp. 401(k) Retirement Savings Plan, dated as of
September 16, 2004 (the Plan); Amendment to the Plan, dated as of
September 16, 2004; related Volume Submitter (Cross-Tested Defined
Contribution Plan and Trust); EGTRRA Amendment to the Plan and
Post-EGTRRA Amendment to the Plan, dated as of September 16, 2004.
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
(f) Amendment to Hollywood Media Corp. 401(k) Retirement Savings Plan,
dated June 16, 2005.
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
(g) Amended and Restated Employment Agreement, dated as of December
22, 2008, by and between Hollywood Media Corp. and Mitchell Rubenstein.
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
(h) Amended and Restated Employment Agreement, dated as of December 22,
2008, by and between Hollywood Media Corp. and Laurie S. Silvers.
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
(i) Amended and Restated Employment Agreement, dated as of August 9,
2006, by and between Hollywood Media Corp. and Scott Gomez.
|
|
|
(14 |
) |
|
|
|
|
|
|
|
10.2
|
|
Amended and Restated Partnership Agreement dated as of November 21,
2002 between Hollywood Media Corp. and Dr. Martin H. Greenberg.
|
|
|
(15 |
) |
|
|
|
|
|
|
|
10.3
|
|
Agreement for the Sale and Purchase of UK Theatres Online Limited and
other Companies, dated November 22, 2005, by and among Cinemasource UK
Limited, Jeffrey Spector and the other shareholders party thereto.
|
|
|
(16 |
) |
|
|
|
|
|
|
|
10.4
|
|
Agreement for the Sale and Purchase of CinemasOnline Limited, dated
November 22, 2005, by and between Mitchell Clifford Cartwright and
Cinemasource UK Limited.
|
|
|
(16 |
) |
|
|
|
|
|
|
|
10.5
|
|
Note Purchase Agreement, dated as of November 22, 2005, by and among
Hollywood Media and each of the Purchasers, including the forms of
Notes and Warrants issued to the Purchasers and the form of
registration rights agreement.
|
|
|
(16 |
) |
|
|
|
|
|
|
|
10.6
|
|
Registration Rights Agreement dated November 23, 2005 by and among
Hollywood Media Corp. and the investors signatory thereto.
|
|
|
(17 |
) |
|
|
|
|
|
|
|
10.7
|
|
Letter agreements dated March 15, 2006, by and between Hollywood Media
Corp.
|
|
|
(18 |
) |
29
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
Location of Exhibit |
|
|
and each of the holders of its 8% Senior Unsecured Notes dated
November 23, 2005. |
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Form of Common Stock Purchase Warrants dated March 15, 2006, issued to
the Holders of Hollywood Media Corp.s 8% Senior Unsecured Notes dated
November 23, 2005.
|
|
|
(18 |
) |
|
|
|
|
|
|
|
10.9
|
|
Stock Purchase Agreement, dated as of August 25, 2006, by and between
The New York Times Company and Hollywood Media Corp.
|
|
|
(19 |
) |
|
|
|
|
|
|
|
10.10
|
|
Asset Purchase Agreement, dated as of February 1, 2007, by and among
Theatre Direct NY, Inc., Showtix LLC and each of the members of Showtix
LLC.
|
|
|
(20 |
) |
|
|
|
|
|
|
|
10.11
|
|
Asset Purchase Agreement, dated as of August 24, 2007, by and among
Hollywood Media Corp., Showtimes.com, Inc. Brett West and West World
Media, LLC.
|
|
|
(21 |
) |
|
|
|
|
|
|
|
10.12
|
|
Purchase Agreement dated as of August 21, 2008, between Hollywood Media
Corp. and R&S Investments, LLC.
|
|
|
(22 |
) |
|
|
|
|
|
|
|
10.13
|
|
Transition Services Agreement dated as of August 21, 2008 between
Hollywood Media Corp., Hollywood.com, LLC and Totally Hollywood TV,
LLC.
|
|
|
(22 |
) |
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of Hollywood Media.
|
|
|
* |
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Kaufman, Rossin & Co., P.A. Independent Registered Public
Accounting Firm.
|
|
|
* |
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer (Section 302).
|
|
|
* |
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Vice President of Finance and Accounting (Principal
financial and accounting officer) (Section 302).
|
|
|
* |
|
|
|
|
|
|
|
|
31.3
|
|
Certification of Chief Executive Officer (Section 302)
|
|
|
** |
|
|
|
|
|
|
|
|
31.4
|
|
Certification of Vice President of Finance and Accounting (Principal
financial and accounting officer) (Section 302)
|
|
|
** |
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer (Section 906).
|
|
|
* |
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Vice President of Finance and Accounting (Principal
financial and accounting officer) (Section 906).
|
|
|
* |
|
|
|
|
* |
|
Previously filed as an exhibit to this Form 10-K |
|
** |
|
Filed herewith as an exhibit to this Form 10-K/A Amendment No. 1 to Form 10-K |
|
(1) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 2000. |
|
(2) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004. |
|
(3) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
September 5, 2006. |
|
(4) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form SB-2 (No.
33-69294). |
30
|
|
|
(5) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
October 20, 1999. |
|
(6) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 10, 2002. |
|
(7) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 1999. |
|
(8) |
|
Incorporated by reference from Appendix B to Hollywood
Medias Proxy Statement filed on November 13, 2003 for its
2003 Annual Meeting of Shareholders. |
|
(9) |
|
Incorporated by reference from Appendix C to Hollywood
Medias Proxy Statement filed on November 13, 2003 for its
2003 Annual Meeting of Shareholders. |
|
(10) |
|
Incorporated by reference from Appendix B to Hollywood
Medias Proxy Statement filed on November 4, 2004 for its
2004 Annual Meeting of Shareholders. |
|
(11) |
|
Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
September 17, 2004. |
|
(12) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005. |
|
(13) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 22, 2008. |
|
(14) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form10-Q for the
quarter ended June 30, 2006. |
|
(15) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 2002. |
|
(16) |
|
Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
November 28, 2005. |
|
(17) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form S-3 (No.
333-130903). |
|
(18) |
|
Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
March 16, 2006. |
|
(19) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
August 28, 2006. |
|
(20) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
February 6, 2007. |
|
(21) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 30, 2007. |
|
(22) |
|
Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 27, 2008. |
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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HOLLYWOOD MEDIA CORP.
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Date: April 30, 2009 |
By: |
/s/
Mitchell Rubenstein |
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Mitchell Rubenstein, Chairman of the Board |
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|
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and Chief Executive Officer |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Date: April 30, 2009
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/s/
Mitchell Rubenstein |
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Mitchell Rubenstein, Chairman of the Board and
Chief Executive Officer (Principal executive officer) |
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Date: April 30, 2009
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/s/
Laurie S. Silvers |
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Laurie S. Silvers, Vice Chairman of the Board,
President and Secretary |
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Date: April 30, 2009
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/s/
Scott Gomez |
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Scott Gomez, Chief Accounting Officer (Principal
financial and accounting officer) |
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Date: April 30, 2009
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/s/
Harry T. Hoffman |
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Harry T. Hoffman, Director |
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Date: April 30, 2009
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/s/
Robert E. McAllan |
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Robert E. McAllan, Director |
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Date: April 30, 2009
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/s/
Robert D. Epstein |
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|
Robert D. Epstein, Director |
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Date: April 30, 2009
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/s/
Deborah J. Simon |
|
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Deborah J. Simon, Director |
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Date: April 30, 2009
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/s/
Spencer Waxman |
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Spencer Waxman, Director |