UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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) February 1, 2007
HOLLYWOOD MEDIA CORP.
(Exact Name of Registrant as Specified in its Charter)
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Florida
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1-14332
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65-0385686 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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2255 Glades Road, Suite 221A, Boca Raton, Florida
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33431 |
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(Address of Principal Executive Office)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01
Entry into a Material Definitive Agreement.
On February 1, 2007, the registrant, Hollywood Media Corp. (Hollywood Media),
through its wholly-owned subsidiary Theatre Direct NY, Inc. (Theatre Direct), entered
into a definitive asset purchase agreement with Showtix LLC (Showtix) and each of its
members for the acquisition by Theatre Direct of substantially all of the assets of Showtix.
Showtix is a full-service, licensed group ticketing sales agency that sells tickets for Broadway
and Off-Broadway theatrical performances. This acquisition was completed and closed on February 1,
2007. Hollywood Media issued a press release on February 6, 2007 announcing the acquisition of
Showtix. The press release is filed as Exhibit 99.1 to this report on Form 8-K and is incorporated
by reference herein.
The aggregate purchase price paid by Hollywood Media for the assets of Showtix was $2.6
million in cash. In addition, Showtix is also entitled to receive up
to $370,000 in cash earn-outs
as follows: (i) for each of the 2007, 2008 and 2009 fiscal years, Showtix is entitled to receive a
cash amount equal to 2.5% of the gross profit earned by Theatre Directs group ticketing business,
up to a maximum of $60,000 in each such fiscal year; and (ii) for each of the 2010 and 2011 fiscal
years, Showtix is entitled to receive a cash amount equal to 3.0% of the gross profit earned by
Theatre Directs group ticketing business, up to a maximum of $95,000 in each such fiscal year.
The foregoing description of the asset purchase agreement and related transactions does not
purport to be complete and is qualified in its entirety by reference to that certain Asset Purchase
Agreement, dated as of February 1, 2007, by and among Theatre Direct, Showtix and each of the
members of Showtix, filed as Exhibit 10.1 to this Form 8-K report and incorporated herein by
reference.
SECTION 2 FINANCIAL INFORMATION
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information regarding Hollywood Medias acquisition of substantially all of the assets of
Showtix set forth in Item 1.01 above is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits.
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10.1 |
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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. |
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99.1 |
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Press Release of Hollywood Media Corp. dated February 6, 2007
(Hollywood Media Corp. Acquires Broadway Ticketing Business of Sales Agency
Showtix LLC). |
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