8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)October 7, 2010

HOLLYWOOD MEDIA CORP.

(Exact Name of Registrant as Specified in its Charter)

Florida	1-14332	65-0385686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

2255 Glades Road, Suite 221A, Boca Raton, Florida	33431
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code (561) 998-8000

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

The information set forth under Item 3.03 and Item 8.01 is incorporated by reference into this Item 1.01.

Item 3.03     Material Modification to Rights of Security Holders.

On January 13, 2011, Hollywood Media Corp. (“Hollywood Media”) entered into Amendment No. 3 (the “Amendment”) to its Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002, and Amendment No. 2, dated as of September 1, 2006 (the “Rights Agreement”), between Hollywood Media and American Stock Transfer & Trust Company, as Rights Agent.  American Stock Transfer & Trust Company, LLC also acts as the transfer agent for Hollywood Media.

Prior to the Amendment, if a shareholder were to become the beneficial owner of 15% or more of Hollywood Media’s Voting Stock (as defined in the Rights Agreement) (A) pursuant to any board-approved transaction, or (B) by reason of a reduction in the number of Hollywood Media’s outstanding shares in a board-approved transaction, the shareholder would generally be permitted to acquire beneficial ownership of an additional 1% (in the case of clause (A)) or 5% (in the case of clause (B)) of the Voting Stock without being deemed an “Acquiring Person” under the Rights Agreement.

The Amendment removes as an automatic exception from the “Acquiring Person” definition shareholders who acquire beneficial ownership of 15% or more of Hollywood Media’s Voting Stock pursuant to the class of transactions described in clause (A) of the preceding paragraph.  Further, the Amendment provides that if a shareholder were to become the beneficial owner of 15% or more of Hollywood Media’s Voting Stock in the circumstances described in clause (B) above and then were to acquire beneficial ownership of any additional shares of Hollywood Media’s Voting Stock, the shareholder would be deemed an Acquiring Person under the Rights Agreement.

In addition, under the Rights Agreement prior to its amendment by Amendment No. 3, any person who was a beneficial owner of 15% or more of Hollywood Media’s Voting Stock as of May 16, 1996 (the persons in this category being, to the knowledge of Hollywood Media, only Mitchell Rubenstein and Laurie S. Silvers) was generally “grandfathered” under the Rights Agreement, meaning that such person could acquire beneficial ownership of additional shares of up to 5% of Hollywood Media’s Voting Stock without becoming an Acquiring Person under the Rights Agreement.  The Amendment removes this “grandfathered” status and provides that such shareholders will be treated as all other shareholders under the Rights Agreement.

The foregoing description of the Amendment is only a summary and is qualified by reference to the full text of the Amendment, which Amendment is filed as Exhibit 4.1 to this current report on Form 8-K and incorporated herein by reference.

Item 8.01     Other Events.

On September 30, 2010, Baker Street Capital L.P. (“BSC LP”), Baker Street Capital Management, LLC (“BSC Management”) and Vadim Perelman (together with BSC LP and BSC Management, the “Baker Street Group”) filed a Schedule 13D disclosing that the Baker Street

2

Group was the beneficial owner, in the aggregate, of approximately 16.7% of the Common Stock of Hollywood Media then outstanding, which is in excess of the 15% threshold provided in the Rights Agreement.  After discussions with the Baker Street Group, the Board of Directors of Hollywood Media determined that the Baker Street Group exceeded the 15% threshold inadvertently, and that the Baker Street Group would not be deemed an “Acquiring Person” in accordance with Section 1(a) of the Rights Agreement if the Baker Street Group were to enter into an agreement with Hollywood Media to divest, and subsequently divests, as soon as practicable, but in any event within six months, a sufficient number of shares so that the Baker Street Group beneficially owns less than 15% of the Voting Stock of Hollywood Media (the “Req uired Divestiture”).

In support of the Board’s determination, Hollywood Media entered into an agreement with the Baker Street Group on October 7, 2010 (the “Baker Street Agreement”), pursuant to which the Baker Street Group agreed to complete the Required Divestiture by the six-month anniversary of the Baker Street Agreement, or April 7, 2011.  In addition, during the term of the Baker Street Agreement, which shall continue until the Required Divestiture is complete, the Baker Street Group agreed to certain voting restrictions in respect of any shares of Common Stock it beneficially owns that are in excess of 14.99% of the Voting Stock then outstanding, as well as certain standstill provisions limiting the Baker Street Group’s ability to take certain actions with respect to Hollywood Media and its Voting Stock during the term of the Baker Street Agreement.  The Baker Street Agreement was previously filed with the Securities Exchange Commission by the Baker Street Group as an exhibit to the Amendment to Schedule 13D filed on October 8, 2010.

The foregoing description of the Baker Street Agreement is only a summary and is qualified by reference to the full text of the Baker Street Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number Description

4.1 Amendment No. 3, dated as of January 13, 2011, to the Amended and Restated Rights Agreement dated as of August 23, 1996, as amended by Amendment No. 1 dated as of December 9, 2002 and Amendment No. 2 dated as of September 1, 2006, between Hollywood Media Corp. and American Stock Transfer & Trust Company

10.1 Agreement, dated as of October 7, 2010, among Hollywood Media Corp. and Baker Street Capital L.P., Baker Street Capital Management, LLC and Vadim Perelman

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLYWOOD MEDIA CORP.
By:	/s/ Mitchell Rubenstein
	Name:  Mitchell Rubenstein
	Title:  Chief Executive Officer

Date:  January 14, 2011

4

Exhibit Index

Exhibit Number Description

4.1 Amendment No. 3, dated as of January 13, 2011, to the Amended and Restated Rights Agreement dated as of August 23, 1996, as amended by Amendment No. 1 dated as of December 9, 2002 and Amendment No. 2 dated as of September 1, 2006, between Hollywood Media Corp. and American Stock Transfer & Trust Company

10.1 Agreement, dated as of October 7, 2010, among Hollywood Media Corp. and Baker Street Capital L.P., Baker Street Capital Management, LLC and Vadim Perelman

5

EX-4.1

EXHIBIT 4.1

AMENDMENT NO. 3

TO

AMENDED AND RESTATED RIGHTS AGREEMENT

OF

HOLLYWOOD MEDIA CORP.

This Amendment No. 3 (this “Amendment”), dated as of January 13, 2011, to the Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1, dated as of December 9, 2002, and Amendment No. 2, dated as of September 1, 2006 (the “Amended and Restated Rights Agreement”), is made by and between Hollywood Media Corp., a Florida corporation formerly known as Big Entertainment, Inc. (the “Company”), and American Stock Transfer & Trust Company, a corporation organized under the laws of the State of New York (the “Rig hts Agent”).

W I T N E S S E T H

WHEREAS, pursuant to Section 26 of the Amended and Restated Rights Agreement, the Board of Directors of the Company has approved this Amendment No. 3 to the Amended and Restated Rights Agreement set forth below.

NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereto hereby agree as follows:

FIRST:  Section 1(a) of the Amended and Restated Rights Agreement hereby is amended and restated to read in its entirety as follows:

“(a)  “Acquiring Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, is or becomes the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Voting Stock (as such term is hereinafter defined) of the Company then outstanding; provided, that, an Acquiring Person shall not include (i) an Exempt Person (as such term is hereinafter defined) or (ii) any Person who or which, together with all Affiliates and Associates of such Person, would be an Acquiring Person solely by reason of an acquisition of Voting Stock by the Company which, by reducing the number of shares of Voting Stock of the Company outstanding, increases the percentage of Voting Stock of the Company Beneficially Owned by such Person to 15% or more of the Voting Stock of the Company then outstanding; provided, however, that, if a Person shall become the Beneficial Owner of 15% or more of the Voting Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Voting Stock of the Company, then such Person shall be deemed to be an “Acquiring Person” if such Person, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more of the Voting Stock of the Company then outstanding after becoming the Beneficial Owner of such additional Voting Stock of the Company.  Notwithstanding the foregoing, if the Board o f Directors of the Company determines in good faith that a Person who

would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this paragraph (a) has become such inadvertently, and such Person as promptly as practicable (as determined in good faith by the Board of Directors) divests or enters into an agreement with the Company to divest and subsequently divests in accordance with the terms of such agreement (without exercising or retaining any voting power with respect to such shares except as provided in such agreement), a sufficient number of shares of the Voting Stock of the Company so that such Person would no longer be an “Acquiring Person” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed an “Acquiring Person” for any purposes of this Agreement.”

SECOND:  Section 1(k) of the Amended and Restated Rights Agreement hereby is amended and restated to read in its entirety as follows:

“(k)  “Exempt Person” shall mean (i) the Company, (ii) any Subsidiary of the Company or (iii) any employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company, or any trust or other entity organized, appointed, established or holding Voting Stock for or pursuant to the terms of any such plan.”

THIRD:  This Amendment shall be effective as of the date hereof.

FOURTH:  The undersigned officer of the Company hereby certifies to the Rights Agents by execution hereof that this Amendment is in compliance with the terms of Section 26 of the Amended and Restated Rights Agreement.

FIFTH:  Except for the changes set forth herein, the provisions of the Amended and Restated Rights Agreement shall remain in full force and effect.

SIXTH:  This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.  This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amend ment shall remain in full force and effect and shall in no way be affected, implied or invalidated.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to the Amended and Restated Rights Agreement to be duly executed as of the date first written above.

HOLLYWOOD MEDIA CORP.
By:	/s/ Mitchell Rubenstein
	Name:	Mitchell Rubenstein
	Title:	Chief Executive Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/ Paula  Caroppoli
	Name:	Paula  Caroppoli
	Title:	Vice President

[Signature page to Amendment No. 3 to Amended and Restated Rights Agreement]

EX-10.1

EXHIBIT 10.1

AGREEMENT

This Agreement (this “Agreement”) is entered into as of October 7, 2010, by and among Baker Street Capital L.P., a Delaware limited partnership (“BSC LP”), Baker Street Capital Management, LLC, a California limited liability company and the general partner of BSC LP (“Baker Street Capital Management”), and Vadim Perelman, an individual and the managing member of Baker Street Capital Management (“Perelman”, together with BSC LP, Baker Street Capital Management and any other persons or enti ties with which any of them may constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all their respective Affiliates and Associates are hereinafter referred to as the “Baker Street Group”), and Hollywood Media Corp., a Florida corporation (the “Company”).  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement (as defined below).

WHEREAS, on September 30, 2010, the Baker Street Group filed a Schedule 13D with the U.S. Securities and Exchange Commission (“SEC”) first disclosing that it was the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) as of September 29, 2010, of 5,196,676 shares of the Company’s common stock, par value $.01 per share (“Common Stock”), representing approximately 16.7% of the Common Stock then outstanding;

WHEREAS, the Company and American Stock Transfer & Trust Company are parties to an Amended and Restated Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1 dated as of December 9, 2002 and Amendment No. 2 dated as of September 1, 2006 (as so amended, the “Rights Agreement”);

WHEREAS, Section 1(a) of the Rights Agreement generally provides that any Person which, together with all of such Person’s Affiliates and Associates, is the Beneficial Owner of 15% or more of the then outstanding Voting Stock of the Company shall be deemed an “Acquiring Person” unless the Board of Directors of the Company (the “Board”) determines in good faith that such Person became the Beneficial Owner of 15% or more of the then outstanding Voting Stock inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board) a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person”;

WHEREAS, the Baker Street Group has advised the Company that on September 29, 2010, the Baker Street Group inadvertently acquired Beneficial Ownership of 15% or more of the Voting Stock outstanding and that it will divest itself, as promptly as practicable, of a sufficient number of shares of Common Stock so that it Beneficially Owns less than 15% of the Voting Stock outstanding;

WHEREAS, the parties hereto desire to enter into this Agreement to support a good faith determination by the Board, in accordance with the last sentence of Section 1(a) of the Rights Agreement, that the Baker Street Group will not be deemed an “Acquiring Person” for purposes of the Rights Agreement as a result of the Baker Street Group’s September 29, 2010 acquisition of shares of Common Stock;

1

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth in this Agreement, the parties hereby agree as follows:

1.Representations and Warranties of the Baker Street Group.  The Baker Street Group represents and warrants to the Company that:  (a) the Baker Street Group is the Beneficial Owner of 5,196,676 shares of Common Stock (the “Owned Shares”) as of the date hereof; (b) other than the Owned Shares, the Baker Street Group does not Beneficially Own any Voting Stock; (c) the Baker Street Group inadvertently became the Beneficial Owner of 15% or more of the Voting Stock then outstanding as a result of its acquisition of shares of Common Stock on September 29, 2010, and it was then un aware of the applicability of the Rights Agreement; (d) the Owned Shares were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Company and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect; and (e) this Agreement has been duly and validly executed and delivered by each of BSC LP, Baker Street Capital Management and Perelman and (assuming the due execution and delivery thereof by the Company) constitutes the legal, valid and binding obligation of each of BSC LP, Baker Street Capital Management and Perelman, enforceable against each of them in accordance with its terms.

2.Term.  The term (the “Term”) of this Agreement shall commence on the date hereof and shall continue until the date on which the Baker Street Group Beneficially Owns less than 15% of the Voting Stock then outstanding.

3.Required Divestiture.  The Baker Street Group shall divest a sufficient number of shares of Common Stock so that the Baker Street Group is the Beneficial Owner of less than 15% of the outstanding Voting Stock by no later than the six month anniversary of the date of this Agreement.

4.Voting and Standstill Provisions.

(a)Restrictions on Voting.  During the Term of this Agreement, the Baker Street Group agrees that all of the Voting Stock Beneficially Owned by the Baker Street Group in excess of 14.99% of the Voting Stock then outstanding shall be voted by the Baker Street Group either (i) in proportion to the votes cast by all holders of Voting Stock other than the Baker Street Group or (ii) in accordance with the recommendation of the Board.  At the Company’s request, the Baker Street Group shall provide the Company with evidence of the Baker Street Group’s compliance with this Section 4(a).

(b)Restrictions on Certain Actions by the Baker Street Group.  During the Term of this Agreement, the Baker Street Group covenants that it will not, and will cause each of its Affiliates and Associates not to, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are used in Section 13(d)(3) of the Exchange Act), directly or indirectly:

(i)   acquire, offer to acquire or agree to acquire, by purchase, exchange or otherwise, Beneficial Ownership of any Voting Stock;

2

(ii)   make, or in any way participate in any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the SEC promulgated pursuant to Section 14 of the Securities Exchange Act), solicit any consent or communicate with or seek to advise or influence any person or entity with respect to the voting of any Voting Stock or become a “participant” in any “solicitation in opposition” (as such terms are defined or used in Rule 14a-6 and Item 4 of Rule 14a-101 under the Exchange Act) with respect to the Company;

(iii)   form, join, encourage or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any Voting Stock (other than a “group” that includes all or some lesser number of the persons identified as part of the Baker Street Group, but does not include any other members who are not currently identified as members of the Baker Street Group as of the date hereof);

(iv)   deposit any Voting Stock into a voting trust or, other than as set forth in this Agreement, subject any such Voting Stock to any arrangement or agreement with respect to the voting thereof;

(v)   initiate, propose or otherwise solicit shareholders for the approval of one or more shareholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other person to initiate any shareholder proposal;

(vi)   nominate any person as a director who is not nominated by the then incumbent Board, seek to place a representative on the Board or seek the removal of any member of the Board;

(vii)   act to seek or control, disrupt or influence the management, policies, or affairs of the Company;

(viii)   advise, assist or encourage any third party to do any of the foregoing; or

(ix)   make any public disclosure, or take any action that might result in the Company having to make a public announcement regarding any of the foregoing.

5.SEC Compliance.  The Baker Street Group covenants that (a) it will comply with all of the applicable reporting obligations under Sections 13 and 16 of the Exchange Act and the rules promulgated thereunder, including promptly amending its Schedule 13D for entering into this Agreement and (b) it will comply with the conditions of Rule 144 promulgated under the Securities Act of 1933, as amended, to the extent, and if applicable, and for so long as such provisions are applicable to the Baker Street Group.

3

6.Specific Performance.  The Baker Street Group acknowledges and agrees that the Company would be irreparably injured if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement.  Therefore, the Baker Street Group agrees that the Company will be entitled to injunctive relief or other equitable remedies to prevent breaches or threatened breaches of this Agreement and to enforce specifically its provisions, without proof of actual damages, and the Baker St reet Group further waives any requirement for the securing or posting of any bond in connection with any such remedy.  Such remedy shall not be deemed to be the exclusive remedy for the Baker Street Group’s breach or threatened breach of this Agreement, but shall be in addition to any other remedy to which the Company may be entitled at law or in equity.

7. Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated by such parties and may be amended only by an agreement in writing executed by both parties.

8.Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

9.Counterparts.  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.  Signatures of the parties transmitted by facsimile or other electronic transmission shall be deemed to be their original signatures for all purposes.

10.Notices.  All notice, requests, demands and other communications required or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, facsimile transmission or air courier guaranteeing overnight delivery:

(a) if to the Company, to:

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, Florida 33431

Attention: Mitchell Rubenstein

Facsimile: (561) 998-2974

4

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Richard Levine & Raymond Gietz

Facsimile: (212) 310-8007

(b) if to the Baker Street Group, to

Baker Street Capital Management, LLC

12026 Wilshire Blvd., Unit 502

Los Angeles, California 90025

Attention: Vadim Perelman

Facsimile: (310) 733-5695

with a copy (which shall not constitute notice) to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steve Wolosky

Facsimile: (212) 451-2222

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

11.Successors and Assigns.  This Agreement shall inure to the benefit of any successor or assign of the Company.

12.Florida Contract.  This Agreement shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed and enforced in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

[Signature page follows]

5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BAKER STREET CAPITAL L.P. By:  Baker Street Capital Management, LLC, its general partner By:  Vadim Perelman, its managing member
	/s/ Vadim Perelman
	Vadim Perelman

BAKER STREET CAPITAL MANAGEMENT, LLC
By:	/s/ Vadim Perelman
	Name:	Vadim Perelman
	Title:	Managing Member

VADIM PERELMAN

/s/ Vadim Perelman

Vadim Perelman 

HOLLYWOOD MEDIA CORP.
By:	/s/ Mitchell Rubenstein
	Name:	Mitchell Rubenstein
	Title:	Chief Executive Officer

6