-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6CG1t7nwg+6eKjXWnbBlvEW+f4SdnP+CNfYeesxE78sXH97fEK0IbSHa9bkVbKC yRj6vQB4PW5nmMAyGsikMw== 0001116502-02-001955.txt : 20021210 0001116502-02-001955.hdr.sgml : 20021210 20021210080130 ACCESSION NUMBER: 0001116502-02-001955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD MEDIA CORP CENTRAL INDEX KEY: 0000912544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 650385686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14332 FILM NUMBER: 02852890 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: BIG ENTERTAINMENT INC DATE OF NAME CHANGE: 19930924 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD COM INC DATE OF NAME CHANGE: 20000511 8-K 1 hollywood-8k.txt CURRENT EVENT 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) December 9, 2002 -------------------------------- HOLLYWOOD MEDIA CORP. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Florida 0-22908 65-0385686 - ------------------------------ ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2255 Glades Road, Suite 237 West, Boca Raton, Florida 33431 - ----------------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (561) 998-8000 ---------------------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 5. - Other Events and Required FD Disclosure. On December 9, 2002, Hollywood Media Corp. ("Hollywood Media") amended the terms of its shareholder rights plan (the "Plan") to increase the amount of shares that can be acquired by a shareholder under certain circumstances without the holder being deemed an "Acquiring Person" under the Plan. Under the Plan as amended, if a shareholder becomes the holder of more than 15% of Hollywood Media's Common Stock by reason of a reduction in the number of Hollywood Media's outstanding shares in a board-approved transaction, the holder would be permitted to acquire up to an additional 5% of the Common Stock without being deemed an Acquiring Person under the Plan. Prior to such amendment, a holder would be permitted to acquire up to 1% more of the Common Stock under such circumstances. In connection with such amendment, Hollywood Media's management considered a range of factors, including the substantial reduction in the number of Hollywood Media's outstanding shares in August 2002 pursuant to its previously reported Exchange Agreement with Viacom Inc. Pursuant to the Exchange Agreement, Hollywood Media's outstanding shares decreased from approximately 29.0 million shares to approximately 20.2 million shares. The amendment to the Plan was made by amending Hollywood Media's Amended and Restated Rights Amendment dated as of August 23, 1996 between Hollywood Media and American Stock Transfer & Trust Company, as Rights Agent. The foregoing description of the amendment to the Plan is only a summary and is qualified by reference to the full text of such amendment, which amendment is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference. Item 7. - Financial Statements, Pro Forma Information and Exhibits. (c) Exhibits. 10.1 Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Amendment dated as of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer & Trust Company. 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 ------------------------ Mitchell Rubenstein Chief Executive Officer Date: December 9, 2002 EXHIBIT INDEX Exhibit Number Description 10.1 Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Amendment dated as of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer & Trust Company. EX-10.1 3 amendtoshareholders.txt AMENDED & RESTATED RIGHTS AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT OF HOLLYWOOD MEDIA CORP. Amendment No. 1 dated as of December 9, 2002 ("Amendment"), to Amended and Restated Rights Agreement, dated as of August 23, 1996 (the "Rights Agreement"), by and between Hollywood Media Corp., a Florida corporation (f/k/a Big Entertainment, Inc.) (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent"). W I T N E S S E T H: -------------------- WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of August 23, 1996, which agreement was subsequently amended and restated in October 1999 and is referred to herein as the "Rights Agreement"; and WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company has authorized this Amendment, which amends and restates the definition of "Acquiring Person" in Section 1(a) of the Rights Agreement. NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows: Section 1. Amendment. Section 1(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows (it being acknowledged and agreed that the only change to Section 1(a) below is contained in the language of clauses (x) and (y) thereof): (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, shall be 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 (A) being the Beneficial Owner of shares of Voting Stock of the Company, the Beneficial Ownership of which was acquired by such Person (together with all Affiliates and Associates of such Person) pursuant to any action or transaction or series of related actions or transactions approved by the Board of Directors before such Person (together with all Affiliates and Associates of such Person) otherwise became an Acquiring Person or (B) a reduction in the number of issued and outstanding shares of Voting Stock of the Company pursuant to a transaction or a series of related transactions approved by the Board of Directors of the Company; provided, further, that in the event such Person described in this clause (ii) does not become an Acquiring Person by reason of subclause (A) or (B) of this clause (ii), such Person nonetheless shall become an Acquiring Person in the event such Person (together with all Affiliates and Associates of such Person) thereafter acquires Beneficial Ownership of an additional (x) 1% of the Voting Stock of the Company, in the case of subclause (A), or (y) 5% of the Voting Stock of the Company, in the case of subclause (B), unless the acquisition of such additional Voting Stock would not result in such Person becoming an Acquiring Person by reason of subclause (A) or (B) of this clause (ii). Notwithstanding the foregoing, if the Board of 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 divests as promptly as practicable (as determined in good faith by the Board of Directors) a sufficient number of shares of Common Stock 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." Section 2. Florida Contract. 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 and enforced in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. Section 3. Counterparts. This Amendment may be executed in any number of counterparts and 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. Section 4. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 5. Officer's Certification. The undersigned officer of the Company hereby certifies to the Rights Agent by execution hereof that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 To Amended And Restated Rights Agreement Of Hollywood Media Corp. to be duly executed, all as of the day and year first above written. HOLLYWOOD MEDIA CORP. By: /s/ Laurie S. Silvers --------------------------------- Name: Laurie S. Silvers Title: President AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer --------------------------------- Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----