x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For the fiscal year ended December 31, 2009 |
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ___________ to _________________ |
Florida
|
65-0385686
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
2255
Glades Road, Suite 221A
|
||
Boca
Raton, Florida
|
33431
|
|
(Address
of principal executive
offices)
|
(Zip
Code)
|
(561)
998-8000
|
Title
of each class
|
Name
of each exchange on which registered
|
|
Common stock, par value $.01 per
share
|
NASDAQ Global
Market
|
|
1.
|
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.
|
|
2.
|
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.
|
Name
|
Age
|
Position
|
||
Mitchell
Rubenstein
|
56
|
Chairman
of the Board and Chief Executive Officer
|
||
Laurie
S. Silvers
|
58
|
Vice
Chairman of the Board, President and Secretary
|
||
Scott
A. Gomez
|
34
|
Chief
Accounting Officer
|
||
Harry
T. Hoffman
|
82
|
Director
|
||
Robert
D. Epstein
|
65
|
Director
|
||
Spencer
Waxman
|
45
|
Director
|
||
Stephen
Gans
|
37
|
Director
|
(a)
|
providing
competitive base pay to attract, retain and motivate qualified
management;
|
|
(b)
|
delivering
performance-based bonuses when results, individual initiative and
accomplishments warrant;
|
(c)
|
generating
returns to shareholders over the long term;
and
|
|
(d)
|
aligning
management compensation with the achievement of Hollywood Media’s goals
and performance.
|
Harry
T. Hoffman, Chairman
|
Robert
D. Epstein
|
Name
and
Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
All
Other
Compensation
|
Total
|
||||||||||||||||
Mitchell
Rubenstein
|
2009
|
$ | 464,834 | $ | 250,000 | $ | 106,250 |
(1)
|
$ | 23,788 |
(2)
|
$ | 844,872 | |||||||||
Chief
Executive Officer
|
2008
|
$ | 460,657 | $ | 51,000 |
(3)
|
$ | 243,750 |
(4)
|
$ | 24,655 |
(5)
|
$ | 780,062 | ||||||||
2007
|
$ | 382,413 |
(6)
|
- | $ | 535,650 |
(7)
|
$ | 22,580 |
(8)
|
$ | 940,643 | ||||||||||
Laurie
S. Silvers
|
2009
|
$ | 406,730 | $ | 100,000 | $ | 63,750 |
(9)
|
$ | 33,817 |
(10)
|
$ | 604,297 | |||||||||
President
|
2008
|
$ | 403,075 | $ | 51,000 |
(3)
|
$ | 243,750 |
(4)
|
$ | 32,511 |
(11)
|
$ | 730,336 | ||||||||
2007
|
$ | 334,612 |
(6)
|
- | $ | 439,900 |
(12)
|
$ | 29,059 |
(13)
|
$ | 803,571 | ||||||||||
Scott
Gomez
|
2009
|
$ | 355,336 | $ | 321,473 |
(14)
|
- | $ | 26,566 |
(15)
|
$ | 703,375 | ||||||||||
Chief
Accounting Officer
|
2008
|
$ | 284,134 | $ | 321,473 |
(14)
|
- | $ | 20,123 |
(16)
|
$ | 625,730 | ||||||||||
2007
|
$ | 217,308 | $ | 125,000 | $ | 76,600 |
(17)
|
$ | 26,938 |
(18)
|
$ | 446,846 |
(1)
|
Stock
awards include the vesting during the 2009 fiscal year of 104,167 shares
of restricted common stock originally granted in December 2008, valued in
accordance with FAS 123R at $106,250 based on the $1.02 closing market
price per share on the date of grant. A total of 250,000 shares
of restricted common stock were granted to the executive on December 22,
2008 and will vest as follows, provided that the 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; (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 (i) each of two consecutive fiscal
quarters or (ii) 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 Media’s
Common Stock exceeds $2.00 per share for at least 10 consecutive trading
days after the date of grant. Of the 104,167 shares of
restricted common stock that vested during the 2009 fiscal year, 20,834
shares vested in accordance with the time vesting criteria discussed in
clause (a) above and 83,333 vested as a result of meeting the EBITDA
criteria discussed in clause (b)
above.
|
(2)
|
Represents
(a) a matching contribution under Hollywood Media’s 401(k) plan of $6,223,
consisting of 4,445 shares of common stock of Hollywood Media valued using
the $1.40 closing market price per share as of the last trading day of
2009, (b) an automobile allowance of $7,800 payable in accordance with the
terms of the executive’s employment agreement, and (c) $9,765 in medical,
dental and disability insurance premiums, provided in accordance with the
terms of the executive’s employment
agreement.
|
(3)
|
Bonus
includes 50,000 shares awarded by the Compensation Committee on December
22, 2008 in recognition of the executives’ respective contributions to
Hollywood Media’s 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.
|
(4)
|
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 Media’s 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.
|
(5)
|
Represents
(a) a matching contribution under Hollywood Media’s 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 executive’s employment agreement, and (c) $7,655 in medical, dental
and disability insurance premiums, provided in accordance with the terms
of the executive’s employment
agreement.
|
(6)
|
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.
|
(7)
|
Stock
awards include (a) 55,000 shares awarded by the Compensation Committee on
August 30, 2007 in recognition of the executive’s contribution to the sale
of the assets of Hollywood Media’s 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 4 above,
valued in accordance with FAS 123R at $325,000 based on the $3.25 closing
market price per share of Hollywood Media’s common stock as of August 19,
2004, the date immediately preceding the grant
date.
|
(8)
|
Represents
(a) a matching contribution under Hollywood Media’s 401(k) plan of $8,853,
consisting of 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 executive’s employment agreement, and (c) $5,927 in medical, dental
and disability insurance premiums, provided in accordance with the terms
of the executive’s employment
agreement.
|
(9)
|
Stock
awards include the vesting during the 2009 fiscal year of 62,500 shares of
restricted common stock originally granted in December 2008, valued in
accordance with FAS 123R at $63,750 based on the $1.02 closing market
price per share on the date of grant. A total of 150,000 shares
of restricted common stock were granted to the executive on December 22,
2008 and will vest as described in note 1 above. Of the 62,500
shares of restricted common stock that vested during the 2009 fiscal year,
12,500 shares vested in accordance with the time vesting criteria
discussed in clause (a) of note 1 above and 50,000 vested as a result of
meeting the EBITDA criteria discussed in clause (b) of note 1
above.
|
(10)
|
Represents
(a) a matching contribution under Hollywood Media’s 401(k) plan of $6,205,
consisting of 4,432 shares of common stock of Hollywood Media valued using
the closing market price per share as of the last trading day of 2009, (b)
an automobile allowance of $7,800 payable in accordance with the terms of
the executive’s employment agreement, and (c) $19,812 in medical, dental
and disability insurance premiums, provided in accordance with the terms
of the executive’s employment
agreement.
|
(11)
|
Represents
(a) a matching contribution under Hollywood Media’s 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 executive’s employment agreement, and (c) $15,511 in medical, dental
and disability insurance premiums, provided in accordance with the terms
of the executive’s employment
agreement.
|
(12)
|
Stock
awards include (a) 30,000 shares awarded by the Compensation Committee on
August 30, 2007 in recognition of the executive’s 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 4 above,
valued in accordance with FAS 123R at $325,000 based on the $3.25 closing
market price per share of Hollywood Media’s common stock as of August 19,
2004, the date immediately preceding the grant
date.
|
(13)
|
Represents
(a) a matching contribution under Hollywood Media’s 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 executive’s employment agreement, and (c) $12,464 in medical, dental
and disability insurance premiums, provided in accordance with the terms
of the executive’s employment
agreement.
|
(14)
|
Bonus
includes (a) a cash bonus of $25,000 payable in accordance with the terms
of the executive’s employment agreement and (b) a cash bonus of $296,473,
representing 50% of the Change of Control Payment payable in accordance
with the terms of the executive’s employment agreement. For
additional information about the Change of Control Payment, see
“Employment Agreements with Named Executive Officers”
below.
|
(15)
|
Represents
(a) a matching contribution under Hollywood Media’s 401(k) plan of $8,250,
consisting of 5,893 shares of common stock of Hollywood Media valued using
the closing market price per share as of the last trading day of 2009, and
(b) $18,316 in medical, dental and disability insurance premiums, provided
in accordance with the terms of the executive’s employment
agreement.
|
(16)
|
Represents
(a) a matching contribution under Hollywood Media’s 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 executive’s employment
agreement.
|
(17)
|
Stock
awards include 20,000 shares awarded by the Compensation Committee on
August 30, 2007 in recognition of the executive’s 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.
|
(18)
|
Represents
(a) a matching contribution under Hollywood Media’s 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) $9,512 in
medical, dental and disability insurance premiums, provided in accordance
with the terms of the executive’s employment
agreement.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have Not
Vested
(#)
|
Market
Value
of
Shares or
Units
of Stock
That
Have
Not
Vested ($)
|
Equity
Incentive
Plan Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have Not
Vested
(#)
|
|||||||||||||||||||||||||||
Mitchell
Rubenstein
|
- | - | - | - | - | 62,500 | $ | 87,500 |
(1)
|
83,333 | $ | 116,666 |
(1)
|
|||||||||||||||||||||||
Laurie
S. Silvers
|
- | - | - | - | - | 37,500 | $ | 52,500 |
(1)
|
50,000 | $ | 70,000 |
(1)
|
|||||||||||||||||||||||
Scott
Gomez
|
25,000 | - | - | $ | 4.44 |
5/19/2010
|
- | - | - | - | ||||||||||||||||||||||||||
10,000 | - | - | $ | 4.28 |
12/28/2010
|
- | - | - | - |
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares
Acquired on Exercise (#)
|
Value
Realized
on Exercise ($)
|
Number
of Shares
Acquired on Vesting (#)
|
Value
Realized
on Vesting ($)
|
||||||||||||
Mitchell
Rubenstein
|
- | - | 104,167 |
(1)
|
$ | 141,666 |
(2)
|
|||||||||
Laurie
S. Silvers
|
- | - | 62,500 |
(3)
|
$ | 85,000 |
(4)
|
|||||||||
Scott
Gomez
|
- | - | - | - |
Name
|
Fees
Earned
or
Paid
in Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in Pension
Value
and
Non-Qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|||||||||||||||||||||
Mitchell
Rubenstein, Chairman(1)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Laurie
S. Silvers,
Vice
Chairman(1)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Harry
T. Hoffman
|
$ | 66,167 | - | - | - | - | - | $ | 66,167 | |||||||||||||||||||
Robert
E. McAllan(2)
|
$ | 59,000 | - | - | - | - | - | $ | 59,000 | |||||||||||||||||||
Deborah
J. Simon
|
$ | 15,000 | - | - | - | - | - | $ | 15,000 | |||||||||||||||||||
Robert
D. Epstein
|
$ | 37,000 | - | - | - | - | - | $ | 37,000 | |||||||||||||||||||
Spencer
Waxman
|
$ | 34,500 | - | - | - | - | - | $ | 34,500 | |||||||||||||||||||
Stephen
Gans(2)
|
- | - | - | - | - | - | - |
Total
Options Held
at
12/31/2009
|
||||
Name
|
(# of shares)
|
|||
Harry
T. Hoffman
|
70,254 | |||
Robert
D. Epstein
|
15,000 | |||
Robert
E. McAllan
|
80,435 | |||
Deborah
J. Simon
|
85,254 |
|
·
|
each
person or group known by Hollywood Media to beneficially own more than 5%
of the outstanding shares of common stock of Hollywood
Media;
|
|
·
|
each
director of Hollywood Media;
|
|
·
|
each
executive officer of Hollywood Media;
and
|
|
·
|
all
of the current directors and executive officers of Hollywood Media as a
group.
|
Name
and Address
of
Beneficial Owner(1)
|
Number
of
Shares
Beneficially
Owned(2)
|
Percent
of
Class(2)
|
||||||
Shannon
River Fund Management Co. LLC
|
3,123,860 |
(3)
|
10.02 | % | ||||
Intana
Management, LLC
|
3,055,379 |
(4)
|
9.80 | % | ||||
Morgan
Stanley
|
2,649,011 |
(5)
|
8.49 | % | ||||
CCM
Master Qualified Fund, Ltd.
|
2,632,034 |
(6)
|
8.44 | % | ||||
Mitchell
Rubenstein and Laurie S. Silvers
|
1,816,330 |
(7)
|
5.82 | % | ||||
Potomac
Capital Management LLC
|
1,756,553 |
(8)
|
5.63 | % | ||||
Dimensional
Fund Advisors, LP
|
1,578,227 |
(9)
|
5.06 | % | ||||
Stephen
Gans
|
3,066,994 |
(10)
|
9.84 | % | ||||
Harry
T. Hoffman
|
83,254 |
(11)
|
* | |||||
Scott
Gomez
|
54,986 |
(12)
|
* | |||||
Robert
D. Epstein
|
16,000 |
(13)
|
* | |||||
Spencer
Waxman
|
3,123,860 |
(14)
|
10.02 | % | ||||
All
directors, director nominees and executive officers of Hollywood Media as
a group (7 persons)
|
8,243,267 |
(15)
|
26.29 | % |
AS
OF DECEMBER 31, 2009
|
||||||||||||
Number
of
securities
to be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
|
Weighted
average
exercise
price
per share
of
outstanding
options,
warrants
and
rights
|
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans(1)
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Plan
Category:
|
||||||||||||
Equity
compensation plans approved by security holders(2)
|
520,943 | $ | 4.37 | 528,370 | ||||||||
Equity
compensation plans not approved by security holders(3)
|
807,500 | $ | 4.27 | — | ||||||||
Total
|
1,328,443 | 528,370 |
Type
of Fees
|
2009
|
2008
|
||||||
Audit
Fees
|
$ | 467,567 | $ | 707,468 | ||||
Audit-Related
Fees
|
98,782 | 81,475 | ||||||
Tax
Fees
|
— | — | ||||||
All
Other Fees
|
2,460 | — | ||||||
Total
|
$ | 568,809 | $ | 788,943 |
|
·
|
Report
of Independent Registered Public Accounting
Firm*
|
|
·
|
Consolidated
Balance Sheets as of December 31, 2009 and December 31,
2008*
|
|
·
|
Consolidated
Statements of Operations for the Years Ended December 31, 2009, 2008 and
2007*
|
|
·
|
Consolidated
Statements of Shareholders’ Equity for the Years Ended December 31, 2009,
2008 and 2007*
|
|
·
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and
2007*
|
|
·
|
Notes
to Consolidated Financial
Statements*
|
Exhibit No.
|
Description
|
Location
of
Exhibit
|
||
2.1
|
Stock Purchase
Agreement dated as of December 22, 2009, by and between Hollywood
Media Corp. and Key Brand Entertainment
Inc.
|
(23)
|
||
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
Amendment dated as of August 23, 1996 between Hollywood Media Corp. and
American Stock Transfer & Trust Company.
|
(6)
|
|||
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)
|
|||
(j)
|
Amendment
to Amended and Restated Employment Agreement, dated as of December 23,
2009, by and between Hollywood Media Corp. and Mitchell
Rubenstein.
|
(23)
|
|||
(k)
|
Amendment
to Amended and Restated Employment Agreement, dated as of December 23,
2009, by and between Hollywood Media Corp. and Laurie S.
Silvers.
|
(23)
|
|||
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. and
each of the holders of its 8% Senior Unsecured Notes dated November 23,
2005.
|
(18)
|
||
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)
|
||
10.14
|
Amendment to
Purchase Agreement dated September 30, 2009 between Hollywood
Media Corp. and R&S Investments,
LLC.
|
(24)
|
||
10.15
|
Escrow
Agreement, dated as of December 22, 2009, by and
between Hollywood Media Corp., Key Brand Entertainment Inc. and
The Bank of New York Mellon.
|
(23)
|
||
21.1
|
Subsidiaries
of Hollywood Media.
|
(25)
|
||
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 Chief Accounting Officer (Principal financial and accounting officer)
(Section 302).
|
*
|
||
31.3
|
Certification
of Chief Executive Officer (Section 302).
|
**
|
||
31.4
|
Certification
of Chief Accounting Officer (Principal financial and accounting officer)
(Section 302).
|
**
|
32.1
|
Certification
of Chief Executive Officer (Section 906).
|
*
|
||
32.2
|
Certification
of Chief Accounting Officer (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 Media’s Annual Report
on Form 10-K for the year ended December 31,
2000.
|
(2)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2004.
|
(3)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on September 5,
2006.
|
(4)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Registration
Statement on Form SB-2 (No.
33-69294).
|
(5)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on October 20,
1999.
|
(6)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on December 10,
2002.
|
(7)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Annual Report
on Form 10-K for the year ended December 31,
1999.
|
(8)
|
Incorporated
by reference from Appendix B to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders.
|
(9)
|
Incorporated
by reference from Appendix C to Hollywood Media’s Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of
Shareholders.
|
(10)
|
Incorporated
by reference from Appendix B to Hollywood Media’s Proxy Statement filed on
November 4, 2004 for its 2004 Annual Meeting of
Shareholders.
|
(11)
|
Incorporated
by reference from the exhibits filed with Hollywood Media’s Current Report
on Form 8-K filed on September 17,
2004.
|
(12)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2005.
|
(13)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on December 22,
2008.
|
(14)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Quarterly
Report on Form10-Q for the quarter ended June 30,
2006.
|
(15)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Annual Report
on Form 10-K for the year ended December 31,
2002.
|
(16)
|
Incorporated
by reference from the exhibits filed with Hollywood Media’s Current Report
on Form 8-K filed on November 28,
2005.
|
(17)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Registration
Statement on Form S-3 (No.
333-130903).
|
(18)
|
Incorporated
by reference from the exhibits filed with Hollywood Media’s Current Report
on Form 8-K filed on March 16,
2006.
|
(19)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on August 28,
2006.
|
(20)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Current Report
on Form 8-K filed on February 6,
2007.
|
(21)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Form 8-K filed
on August 30, 2007.
|
(22)
|
Incorporated
by reference from the exhibit filed with Hollywood Media’s Form 8-K filed
on August 27, 2008.
|
(23)
|
Incorporated
by reference from the exhibit filed with Hollywood Media Corp’s Form 8-K
filed on December 29, 2009.
|
(24)
|
Incorporated
by reference from the exhibit filed with Hollywood Media Corp’s Form 8-K
filed on October 5, 2009.
|
(25)
|
Incorporated
by reference for the exhibit filed with Hollywood Media’s Annual Report on
Form 10-K for the year ended December 31,
2008.
|
HOLLYWOOD
MEDIA CORP.
|
||
Date: April
30, 2010
|
By:
|
/s/ Mitchell Rubenstein
|
Mitchell
Rubenstein, Chairman of the Board
|
||
and
Chief Executive Officer
|