PROSPECTUS Filed pursuant to Rule 424(b)(3)
---------- Registration No. 333-113531
7,912,907 SHARES OF COMMON STOCK
HOLLYWOOD MEDIA CORP.
THE OFFERING:
This prospectus relates to the resale of 5,773,355 shares of common
stock issued to purchasers in our February 2004 private offering, 1,732,006
shares of common stock issuable upon the exercise of warrants issued to those
purchasers and to the placement agent in the offering, and 407,546 other shares
held by shareholders in our company. We are registering these shares of common
stock pursuant to commitments to register the shares with the selling
shareholders.
USE OF PROCEEDS:
We will not receive any proceeds from the sale of the shares of common
stock by the selling shareholders, other than payment of the exercise price of
the warrants. The selling shareholders may sell the shares at prices determined
by the prevailing market price for the shares or in negotiated transactions. The
selling shareholders may also sell the shares to or with the assistance of
broker-dealers.
TRADING MARKET:
Our common stock is quoted on the Nasdaq National Market under the
symbol "HOLL." On March 31, 2004, the last reported sales price of our common
stock on the Nasdaq National Market was $3.58 per share.
OFFERING EXPENSES:
We will pay the expenses of registering the shares.
YOU SHOULD CAREFULLY CONSIDER THE "RISKS OF INVESTING IN OUR SHARES"
SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
These shares have not been approved by the Securities and Exchange
Commission or any state securities commission nor have these organizations
determined whether this prospectus is complete or accurate. Any representation
to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS IS APRIL 1, 2004
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS....................................................................................................3
RISKS OF INVESTING IN OUR SHARES........................................................................................4
Risks Related to Our Business...........................................................................................4
We have a history of losses and an accumulated deficit. Our operating results could fluctuate
significantly on a quarterly and annual basis............................................................4
We may not be able to compete successfully.....................................................................4
We may not be able to successfully protect our trademarks and proprietary rights...............................5
We must manage our growth in order to achieve the desired results..............................................7
We are dependent on our ability to develop strategic relationships with media and entertainment
organizations............................................................................................7
Our operations could be negatively impacted by systems interruptions...........................................7
We are subject to additional security risks by doing business over the Internet................................8
We may not be able to adapt as technologies and customer expectations continue to evolve.......................8
Government regulation of the internet could impact our business................................................8
We are dependent on Mitchell Rubenstein and Laurie S. Silvers, our founders....................................8
We may be liable for the content we make available on the Internet.............................................9
Risks Related to an Investment in Our Shares............................................................................9
We have authorized but unissued preferred stock, which could affect rights of holders
of common stock..........................................................................................9
Our articles of incorporation, shareholders' rights plan and Florida law may discourage takeover attempts......9
Our stock price is volatile...................................................................................10
Future sales of our common stock in the public market could adversely affect our stock price and our
ability to raise funds in new stock offerings...........................................................10
Other economic factors may adversely affect our future results or the market price of our stock (including
recession, war, terrorism)..............................................................................10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................................................10
ABOUT HOLLYWOOD MEDIA CORP.............................................................................................12
PROCEEDS FROM SALE OF THE SHARES.......................................................................................16
SELLING SHAREHOLDERS...................................................................................................16
HOW THE SHARES MAY BE DISTRIBUTED......................................................................................20
OUR CAPITAL STOCK......................................................................................................22
LEGAL OPINION..........................................................................................................25
EXPERTS................................................................................................................25
WHERE YOU CAN FIND MORE INFORMATION....................................................................................25
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ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus.
No dealer, salesperson or other person is authorized to give any information
that is not contained in this prospectus. This prospectus is not an offer to
sell nor is it seeking an offer to buy the shares covered hereby in any
jurisdiction where the offer or sale is not permitted. The information contained
in this prospectus is correct only as of the date of this prospectus, regardless
of the time of the delivery of this prospectus or any sale of the shares.
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RISKS OF INVESTING IN OUR SHARES
The shares covered by this prospectus are speculative and involve a
high degree of risk. You should carefully consider the following matters, as
well as the other information in this prospectus, before investing. If any of
these risks or uncertainties actually occur, our business, results of
operations, financial condition, or prospects could be substantially harmed,
which would adversely affect your investment.
RISKS RELATED TO OUR BUSINESS
WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. OUR OPERATING
RESULTS COULD FLUCTUATE SIGNIFICANTLY ON A QUARTERLY AND ANNUAL BASIS.
We have incurred significant losses since we began doing business. In
the years ended December 31, 2003 and 2002, we had net losses of approximately
$7.4 million and $82.8 million, respectively. As of December 31, 2003, we had an
accumulated deficit of approximately $244.9 million. We may incur additional
losses while we continue to grow our businesses. Our future success will depend
on the continued growth in our various businesses, and our ability to generate
ticketing, licensing, syndication and advertising revenues.
In addition, our operating results may fluctuate significantly in the
future as a result of a variety of factors, including:
o seasonal variations in the demand for Broadway tickets and
resulting variations in our revenue from Broadway ticket
sales;
o our ability to sell advertisements to be displayed on our web
sites;
o seasonal trends in Internet usage and Internet sales and
advertising placements;
o our ability to enter into or renew strategic relationships and
agreements with media organizations, web sites and authors;
o the amount and timing of our marketing expenditures and other
costs relating to the expansion of our operations;
o new products, web sites or Internet services introduced by us
or our competitors; and
o technical difficulties, security concerns or system downtime
affecting the Internet generally or the operation of our web
sites in particular.
As a result, our operating results for any particular period may not
accurately predict our future operating results.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
TICKETING BUSINESSES. The market for ticketing services and products is
intensely competitive and rapidly changing. The number of telephone services,
online services, wireless services and web sites competing for consumers'
attention and spending has proliferated and we expect that competition will
continue to intensify. We compete, directly and indirectly, for customers,
advertisers, members and content providers with the following categories of
companies:
o telephone services, wireless services and web sites targeted
to entertainment enthusiasts, moviegoers, theatergoers and
other eventgoers, which feature directories of movies, shows,
events, showtimes, theater and event locations and related
content, and also allow users to purchase tickets;
o travel agents and other traditional ticketing organizations,
companies, agents and brokers; and
o the box office at each of the venues that hold events for
which we sell tickets.
INTERNET BUSINESSES. The market for Internet services and products is
intensely competitive and rapidly changing. Competition could result in reduced
traffic to our web sites, price reductions for content that we syndicate and
advertising that we offer, a decline in product sales, reduced margins or loss
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of market share, any of which could cause a material decrease in our revenues.
We compete, directly and indirectly, for advertisers, viewers, members and
content providers with the following categories of companies:
o online services or web sites targeted to entertainment
enthusiasts, particularly moviegoers and theatergoers, such as
IMDb.com;
o publishers and distributors of traditional off-line media,
such as television, radio and print, including those targeted
to movie enthusiasts, many of which have established or may
establish web sites, such as Eonline.com;
o traditional movie and entertainment organizations and vendors
or entertainment merchandise and products, including
conventional retail stores and catalog retailers, many of
which have established web sites, including Disney and Warner
Bros.;
o general purpose consumer online services such as AOL, Yahoo!,
and MSN, each of which provides access to movie-related
information and services; and
o web search and retrieval and other online services, such as
Yahoo! and other high-traffic web sites.
We believe that the principal competitive factors in attracting and
retaining users are the depth, breadth and timeliness of content, the ability to
offer compelling and entertaining content and brand recognition. Other important
factors in attracting and retaining users include ease of use, service quality
and cost. We believe that the principal competitive factors in attracting and
retaining advertisers include the number of users of our web site, the
demographics of our users, price and the creative implementation of
advertisement placements and sponsorship promotions. There can be no assurance
that we will be able to compete favorably with respect to these factors.
Based on our review of publicly available documents, we believe some of
our existing competitors in both our ticketing and Internet businesses, as well
as potential new competitors, have longer operating histories, significantly
greater financial, technical and marketing resources, greater name recognition
and substantially larger user bases than we do and, therefore, have
significantly greater ability to attract advertisers and users. In addition,
many of these competitors may be able to respond more quickly than us to new or
emerging technologies and changes in Internet user requirements and to devote
greater resources than us to the development, promotion and sale of their
services. There can be no assurance that our current or potential competitors
will not develop products and services comparable or superior to those developed
by us or adapt more quickly than us to new technologies, evolving industry
trends or changing Internet user preferences. Increased competition could result
in price reductions, reduced margins or loss of market share, any of which would
result in a decrease in our revenues. There can be no assurance that we will be
able to compete successfully against current and future competitors, or that
competitive pressures faced by us would not impair our ability to expand our
operations or grow our revenues.
INTELLECTUAL PROPERTIES AND BOOK DEVELOPMENT AND LICENSING BUSINESSES.
Numerous companies and individuals are engaged in the book development business.
We also compete with a large number of companies that license characters and
properties into film, television, books and merchandise. Competition in these
businesses is largely based on the number and quality of relationships that we
are able to develop with authors and celebrities. There can be no assurance that
our current or future competitors will not be successful in developing
relationships with authors and celebrities with whom we have previously had
relationships. Our revenues will decrease if we are unable to maintain these
relationships or develop new relationships.
WE MAY NOT BE ABLE TO SUCCESSFULLY PROTECT OUR TRADEMARKS AND
PROPRIETARY RIGHTS.
INTERNET BUSINESSES. Our performance and ability to compete are
dependent to a significant degree on our internally developed and licensed
content and technology. We rely on a combination of copyright, trademark and
trade secret laws, confidentiality and nondisclosure agreements with our
employees and with third parties and contractual provisions to establish and
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maintain our proprietary rights. There can be no assurance that the steps taken
by us to protect our proprietary rights will be adequate, or that third parties
will not infringe upon or misappropriate our copyrights, trademarks, service
marks and similar proprietary rights. In addition, effective copyright and
trademark protection may be unenforceable or limited in certain foreign
countries. In the future, litigation may be necessary to enforce and protect our
trademarks, service marks, trade secrets, copyrights and other intellectual
property rights. Any such litigation would be costly and could divert
management's attention from other more productive activities. Adverse
determinations in such litigation could result in the loss of certain of our
proprietary rights, subject us to significant liabilities, require us to seek
licenses from third parties, or prevent us from selling our services.
There can be no assurance that third parties will not bring copyright
or trademark infringement claims against us, or claim that our use of certain
technology violates a patent. Even if these claims are not meritorious, they
could be costly and could divert management's attention from other more
productive activities. If it is determined that we have infringed upon or
misappropriated a third party's proprietary rights, there can be no assurance
that any necessary licenses or rights could be obtained on terms satisfactory to
us, if at all. The inability to obtain any required license on satisfactory
terms could force us to incur expenses to change the way we operate our
businesses. If our competitors prepare and file applications that claim
trademarks owned or registered by us, we may oppose these applications and have
to participate in administrative proceedings to determine priority of right in
the trademark, which could result in substantial costs to us, even if the
eventual outcome is favorable to us. An adverse outcome could require us to
license disputed rights from third parties or to cease using such trademarks. In
addition, inasmuch as we license a portion of our content from third parties,
our exposure to copyright infringement or right of privacy or publicity actions
may increase; because we must rely upon such third parties for information as to
the origin and ownership of such licensed content. We generally obtain
representations as to the origins, ownership and right to use such licensed
content and generally obtain indemnification to cover any breach of any such
representations; however, there can be no assurance that such representations
will be accurate or that such indemnification will provide adequate compensation
for any breach of such representation. There can be no assurance that the
outcome of any litigation between such licensors and a third party or between us
and a third party will not lead to royalty obligations for which we are not
indemnified or for which such indemnification is insufficient, or that we will
be able to obtain any additional license on commercially reasonable terms if at
all.
We own trademark registrations in the United States for many of the
trademarks that we use, and some of our trademarks are registered in select
foreign countries. We have also filed trademark applications in the United
States and in select foreign countries for the marks HOLLYWOOD MEDIA CORP.,
HOLLYWOOD.COM, BROADWAY.COM and others. There can be no assurance that we will
be able to secure adequate protection for these names or other trademarks in the
United States or in foreign countries. If we obtain registration of those
trademarks, we may not be able to prevent our competitors from using different
trademarks that contain the words "Hollywood" or "Broadway." Many countries have
a "first-to-file" trademark registration system; and thus we may be prevented
from registering our marks in certain countries if third parties have previously
filed applications to register or have registered the same or similar marks. It
is possible that our competitors or others will adopt product or service names
similar to ours, thereby impeding our ability to build brand identity and
possible leading to customer confusion.
Our inability to protect our HOLLYWOOD.COM and BROADWAY.COM marks and
other marks adequately could impair our ability to maintain and expand such
brands and thus impair our ability to generate revenue from these brands.
INTELLECTUAL PROPERTIES BUSINESS. Hollywood Media has applied for
trademark and copyright protection for each of its major intellectual property
titles. Hollywood Media currently has approximately 40 U.S. registered
trademarks and three pending trademark applications related to this business,
and Netco Partners currently has six U.S. registered trademarks and three
pending trademark applications. As Hollywood Media's properties are developed,
Hollywood Media intends to apply for further trademark and copyright protection
in the United States and certain foreign countries.
Copyright protection in the United States on new publications of works
for hire extend for a term of 95 years from the date of initial publication or
120 years from the year of creation, whichever expires first. Trademark
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registration in the United States extends for a period of ten years following
the date of registration. To maintain the registration, affidavits must be filed
between the fifth and sixth years following the registration date affirming that
the trademark is still in use in commerce and providing evidence of such use.
The trademark registration must be renewed prior to the expiration of the
ten-year period following the date of registration.
WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE THE DESIRED RESULTS.
We have significantly expanded our data syndication, Internet and
ticketing operations over the past four years through our acquisitions of the
businesses of hollywood.com, Inc., CinemaSource, Inc., Baseline II, Inc.,
BroadwayTheater.com, Inc., Theatre Direct NY, Inc. and FilmTracker, and through
the launch of Broadway.com and MovieTickets.com (Hollywood Media currently owns
26.4% of the equity of MovieTickets.com, Inc.). We plan to continue to expand
our operations and market presence by entering into joint ventures,
acquisitions, business combinations, investments, or other strategic alliances.
These transactions create risks such as:
o problems retaining key technical and managerial personnel;
o the availability of financing to make acquisitions;
o additional expenses of acquired businesses; and
o the inability to maintain relationships with the customers or
other business partners of acquired businesses.
We may not succeed in addressing these risks if we are not able to
adequately develop or increase our management, operational and financial
resources and systems. To the extent that we are unable to identify and
successfully integrate future ventures into our operations, our growth strategy
may not be successful and our stock price could decrease.
WE ARE DEPENDENT ON OUR ABILITY TO DEVELOP STRATEGIC RELATIONSHIPS WITH
MEDIA, ENTERTAINMENT AND INTERNET ORGANIZATIONS.
The success of our operations is dependent in part on our ability to
enter into and renew strategic relationships and agreements with media,
entertainment and Internet organizations. Our intellectual property division is
dependent on our ability to identify, attract and retain best-selling authors
and media celebrities who create our intellectual properties. Our business could
be harmed by the loss of the services of Dr. Martin H. Greenberg, who has been
primarily responsible for developing relationships with the best-selling authors
who create our intellectual properties. Dr. Greenberg owns the remaining 49%
interest in Tekno Books through which we operate our intellectual properties
division. Although many of the authors with whom we have relationships are bound
to multiple book contracts, our ability to renew these contracts or enter into
contracts with new authors would be impaired without the services of Dr.
Greenberg.
OUR OPERATIONS COULD BE NEGATIVELY IMPACTED BY SYSTEMS INTERRUPTIONS.
The hardware and software used in our Internet and ticketing
operations, or that of our affiliates, could be damaged by fire, floods,
earthquakes, power loss, telecommunications failures, break-ins and similar
events. Our web sites could also be affected by computer viruses, electronic
break-ins or other similar disruptive problems. These system problems could
affect our business. Insurance may not adequately compensate us for any losses
that may occur due to any failures or interruptions in systems. General Internet
traffic interruptions or delays could also harm our business. As with Internet
web sites in general, our web sites may experience slower response times or
decreased traffic for a variety of reasons. Additionally, online service
providers have experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems. To the extent our services are disrupted, we could lose users of our
web sites and our ticketing and advertising revenues could decline.
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WE ARE SUBJECT TO ADDITIONAL SECURITY RISKS BY DOING BUSINESS OVER THE
INTERNET.
A significant obstacle to consumer acceptance of electronic commerce
over the Internet has been the need for secure transmission of confidential
information in transaction processing. Internet usage could decline if any
well-publicized compromise of security occurred. We may incur additional costs
to protect against the threat of security breaches or to alleviate problems
caused by these breaches. If a third person were able to misappropriate our
users' personal information or credit card information, we could be held liable
for failure to adequately protect such information and subject to monetary
damages to the extent our users suffer financial losses or other harm as a
result thereof.
WE MAY NOT BE ABLE TO ADAPT AS TECHNOLOGIES AND CUSTOMER EXPECTATIONS
CONTINUE TO EVOLVE.
To be successful, we must adapt to rapidly changing technologies by
continually enhancing our web sites and ticketing services and introducing new
services to address our customers' changing expectations. We must evaluate and
implement new technologies that are available in the marketplace or risk that
our customers will not continue using our services. Examples of technologies
that we continue to implement or evaluate include those related to streaming and
downloading of audio and video content on our web sites, delivery of content
over wireless devices and the convergence of cable television, satellite and
Internet services and delivery systems. We could incur substantial costs if we
need to modify our services or infrastructure in order to adapt to changes
affecting providers of content and services through the Internet. Our customer
base and thus our revenues could decrease if we cannot adapt to these changes.
GOVERNMENT REGULATION OF THE INTERNET COULD IMPACT OUR BUSINESS.
The application of existing laws and regulations to our business
relating to issues such as user privacy, pricing, taxation, content,
sweepstakes, copyrights, trademarks, advertising, and the characteristics and
quality of our products and services can be unclear. We also may be subject to
new laws and regulations related to our business. Although we endeavor to comply
with all applicable laws and regulations and believe that we are in compliance,
because of the uncertainty of existing laws and the possibility that new laws
may be adopted, there is a risk that we will not be in full compliance.
Several federal laws could have an impact on our business. The Digital
Millennium Copyright Act establishes binding rules that clarify and strengthen
protection for copyrighted works in digital form, including works used via the
Internet and other computer networks. The Child Online Protection Act is
intended to restrict the distribution of certain materials deemed harmful to
children. The Children's Online Privacy Protection Act of 1998 protects the
privacy of children using the Internet, by requiring, among other things, (1)
that in certain specific instances the operator of a web site must obtain
parental consent before collecting, using or disclosing personal information
from children under the age of 13, (2) the operator of a web site to make
certain disclosures and notices on the web site or online service regarding the
collection, use or disclosure of such personal information, and (3) the operator
of a web site or online service to establish and maintain reasonable procedures
to protect the confidentiality, security and integrity of personal information
collected from children under the age of 13. Our efforts to comply with these
and other laws subject our business to additional costs, and failure to comply
could expose our business to liability.
WE ARE DEPENDENT ON MITCHELL RUBENSTEIN AND LAURIE S. SILVERS, OUR
FOUNDERS.
Mitchell Rubenstein, our Chairman of the Board and Chief Executive
Officer, and Laurie S. Silvers, our Vice Chairman, President and Secretary, have
been primarily responsible for our organization and development. The loss of the
services of either of these individuals would hurt our business. If either of
these individuals were to leave Hollywood Media unexpectedly, we could face
substantial difficulty in hiring qualified successors and could experience a
loss in productivity while any successor obtains the necessary training and
8
experience. The employment agreements between Hollywood Media and each of these
individuals provide, among other things, that if we terminate either of their
agreements without "cause," we will have also terminated the other's agreement
without "cause."
Our future success will be dependent upon our ability to attract and
retain qualified and creative key management personnel. The competition for
qualified personnel in our industry and the limited availability of qualified
individuals could make it difficult for us to attract and retain qualified
personnel. If we do not succeed in attracting new qualified personnel, or
retaining and motivating existing qualified personnel, we may not be able to
grow our revenues or expand our operations.
WE MAY BE LIABLE FOR THE CONTENT WE MAKE AVAILABLE ON THE INTERNET.
There is risk that we could become subject to various types of legal
claims relating to the content we make available on our web sites or the
downloading and distribution of such content, or the content we license for
books, including claims such as defamation, invasion of privacy and copyright
infringement. Although we carry liability insurance that covers some types of
claims to a limited extent, our insurance may not cover all potential claims of
this type or may not be adequate to cover all costs incurred in defense of
potential claims or to indemnify us for all liability that may be imposed. Any
costs or imposition of liability that is not covered by insurance or in excess
of insurance coverage could have a material adverse effect on our business,
results of operations and financial condition.
RISKS RELATED TO AN INVESTMENT IN OUR SHARES
WE HAVE AUTHORIZED BUT UNISSUED PREFERRED STOCK, WHICH COULD AFFECT
RIGHTS OF HOLDERS OF COMMON STOCK.
Our articles of incorporation authorize the issuance of preferred stock
with designations, rights and preferences determined from time to time by our
board of directors. Accordingly, our board of directors is empowered, without
shareholder approval, to issue preferred stock with dividends, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of common stock. In addition, the preferred stock
could be issued as a method of discouraging a takeover attempt. Although we do
not intend to issue any preferred stock at this time, we may do so in the
future.
OUR ARTICLES OF INCORPORATION, SHAREHOLDERS' RIGHTS PLAN AND FLORIDA
LAW MAY DISCOURAGE TAKEOVER ATTEMPTS.
Certain provisions of our articles of incorporation and our
shareholders' rights plan may discourage takeover attempts and may make it more
difficult to change or remove management. Our articles of incorporation
authorize the issuance of "blank check" preferred stock with designations,
rights and preferences as may be determined from time to time by our Board of
Directors. Under our shareholder's rights plan adopted in 1996, our Board of
Directors declared a dividend of one right for each share of common stock. If
certain events, such as a takeover bid not approved by our Board, occur, the
rights will then entitle most holders to purchase at a specified price shares of
a series of our preferred stock with special voting, dividend and other rights.
In addition, Florida has enacted legislation that may deter or
frustrate takeovers of Florida corporations, such as our company. The Florida
"control share acquisitions" statute provides that shares acquired in a "control
share acquisition" (which excludes transactions approved by our board of
directors) will not have voting rights unless the voting rights are approved by
a majority of the corporation's disinterested shareholders. A "control share
acquisition" is an acquisition, in whatever form, of voting power in any of the
following ranges: (a) at least 20% but less than 33-1/3% of all voting power,
(b) at least 33-1/3% but less than a majority of all voting power; or (c) a
majority or more of all voting power.
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The Florida "affiliated transactions" statute requires approval by
disinterested directors or supermajority approval by disinterested shareholders
of certain specified transactions between a public corporation and holders of
more than 10% of the outstanding voting shares of the corporation (or their
affiliates).
OUR STOCK PRICE IS VOLATILE.
The trading price of our common stock has and may continue to fluctuate
significantly. During the 24 months ended December 31, 2003, the trading price
for our common stock on the Nasdaq National Market ranged from $6.63 to $0.68
per share. Our stock price may fluctuate in response to a number of events and
factors, such as our quarterly operating results, announcements of new products
or services, announcements of mergers, acquisitions, strategic alliances, or
divestitures and other factors, including similar announcements by other
companies that investors may consider to be comparable to us. In addition, the
stock market in general, and the market prices for Internet-related companies in
particular, have experienced extreme volatility that often has been unrelated to
the operating performance of the companies. These broad market and industry
fluctuations may cause the market price of our stock to decrease, regardless of
our operating performance.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY
AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.
Future sales of substantial amounts of our common stock in the public
market, or the perception that these sales could occur, could adversely affect
prevailing market prices of our common stock and could impair our ability to
raise capital through future offerings of equity securities. We may issue
additional shares of common stock in connection with future financings,
acquisitions or other transactions, or pursuant to outstanding stock options,
warrants and other convertible securities, and we plan to issue additional stock
options from time to time to our employees and directors. We are generally
unable to estimate or predict the amount, timing or nature of future issuances
or public sales of our common stock. Sales of substantial amounts of our common
stock in the public market could cause the market price for our common stock to
decrease. In addition, a decline in the price of our common stock would likely
impede our ability to raise capital through the issuance of additional shares of
common stock or other equity securities.
OTHER ECONOMIC FACTORS MAY ADVERSELY AFFECT OUR FUTURE RESULTS OR THE
MARKET PRICE OF OUR STOCK (INCLUDING RECESSION, WAR, TERRORISM).
We operate in a rapidly changing economic and technological environment
that presents numerous risks. Many of these risks are beyond our control and are
driven by factors that we cannot predict. Economic recession, war, terrorism,
international incidents, labor strikes and disputes, and other negative economic
conditions may cause damage or disruption to our facilities, information
systems, vendors, employees, customers and/or website traffic, which could
adversely impact our revenues and results of operations, and stock price.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus or that are otherwise made by us
or on our behalf about our financial condition, results of operations and
business constitute "forward-looking statements," within the meaning of federal
securities laws. Hollywood Media cautions readers that certain important factors
may affect Hollywood Media's actual results, levels of activity, performance or
achievements and could cause such actual results, levels of activity,
performance or achievements to differ materially from any future results, levels
of activity, performance or achievements anticipated, expressed or implied by
any forward-looking statements that may be deemed to have been made in this
prospectus or that are otherwise made by or on behalf of Hollywood Media. For
this purpose, any statements contained in this prospectus that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, "forward-looking statements"
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are typically phrased using words such as "may," "will," "should," "expect,"
"plans," "believe," "anticipate," "intend," "could," "estimate," "pro forma" or
"continue" or the negative variations thereof or similar expressions or
comparable terminology. Factors that may affect Hollywood Media's results and
the market price of our common stock include, but are not limited to:
o our continuing operating losses,
o negative cash flows from operations and accumulated deficit,
o the need to manage our growth and integrate new businesses
into Hollywood Media,
o our ability to develop strategic relationships,
o our ability to compete with other Internet companies and other
competitors,
o the need for additional capital to finance our growth or
operations,
o technology risks and the general risk of doing business over
the Internet,
o future government regulation,
o dependence on our founders, and
o the volatility of our stock price.
Hollywood Media is also subject to other risks detailed herein,
including those risk factors discussed in the "Risks of Investing in Our Shares"
section as well as those discussed elsewhere in this prospectus or detailed from
time to time in Hollywood Media's filings with the SEC.
Because these forward-looking statements are subject to risks and
uncertainties, we caution you not to place undue reliance on these statements,
which speak only as of the date of this prospectus. We do not undertake any
responsibility to review or confirm analysts' expectations or estimates or to
release publicly any revisions to these forward-looking statements to take into
account events or circumstances that occur after the date of this prospectus. As
a result of the foregoing and other factors, no assurance can be given as to the
future results, levels of activity or achievements and neither us nor any other
person assumes responsibility for the accuracy and completeness of such
statements.
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ABOUT HOLLYWOOD MEDIA CORP.
THIS IS ONLY A SUMMARY AND DOES NOT CONTAIN ALL THE INFORMATION THAT
MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE MORE DETAILED INFORMATION,
INCLUDING THE FINANCIAL STATEMENTS AND THE RELATED FOOTNOTES, INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS, AS DISCUSSED IN THE "WHERE YOU CAN FIND MORE
INFORMATION" SECTION OF THIS PROSPECTUS.
OVERVIEW
Hollywood Media is a provider of information, data and other content,
and ticketing, to consumers and businesses covering the entertainment, Internet
and media industries. We manage a number of business units focused on the
entertainment and media industries. Hollywood Media derives a diverse stream of
revenues from this array of business units, including revenue from individual
and group Broadway ticket sales, data syndication, subscription fees, content
licensing fees, advertising, and book development.
The mailing address of our principal executive office is 2255 Glades
Road, Suite 221-A, Boca Raton, Florida 33431 and our telephone number is (561)
998-8000.
DATA SYNDICATION DIVISIONS
Hollywood Media's Data Business is a provider of integrated database
information and complementary data services to the entertainment and media
industries. The Data Business consists of two divisions, the Source Business and
Baseline/FilmTracker.
The Source Business comprises three related lines of business:
CinemaSource, EventSource and AdSource.
CINEMASOURCE. CinemaSource is the largest supplier of movie showtimes
as measured by market share in the United States and Canada, and compiles movie
showtimes data for approximately 40,000 movie screens. Since its start in 1995,
CinemaSource has substantially increased its operations and currently provides
movie showtime listings to more than 250 newspapers, wireless companies,
Internet sites, and other media outlets, including newspapers, including The New
York Times and The Washington Post; wireless companies including Sprint PCS,
AT&T Wireless, Cingular Wireless, Verizon and Vindigo; Internet companies
including AOL's Moviefone and Digital City, MSN, Yahoo! and Lycos; and other
media outlets. CinemaSource also syndicates entertainment news, movie reviews,
and celebrity biographies. CinemaSource's data is displayed by its customers in
local newspapers, on websites and through cell phone services, to provide
moviegoers with information for finding and choosing movies, theaters and
showtimes. CinemaSource collects a majority of these movie listings through
electronic mediums such as real-time direct connections to many exhibitor
point-of-sale systems, email and FTP files, and collects additional listings
through traditional mediums such as faxes and phone calls. Through annual and
multi-year contracts, CinemaSource generates recurring revenue from licensing
fees paid by its customers.
EVENTSOURCE. We launched the EventSource business in 1999 as an
expansion of the operations of CinemaSource. EventSource compiles and syndicates
detailed information on community events in cities around the country, including
concerts and live music, sporting events, festivals, fairs and shows, touring
companies, community playhouses and dinner theaters throughout North America and
in London's West End. The EventSource database contains detailed information for
over 10,000 venues, and the EventSource services are monitored by individual
city editors specializing in their respective markets. Hollywood Media believes
that EventSource is the largest (based on market share), and the only national,
compiler and syndicator of detailed information on community and cultural events
in North America. EventSource's information is a content source for AOL's
Digital City, as to which EventSource entered into an agreement in April 2000 to
provide event listings for 200 cities nationwide. In addition to Digital City,
other EventSource customers include The New York Times, Vindigo, Earthlink and
VoltDelta. Through annual and multi-year contracts, EventSource generates
recurring revenues from licensing fees.
12
ADSOURCE. We launched AdSource during the first quarter of 2002 as yet
another expansion of the CinemaSource operations. AdSource leverages the movie
theater showtimes from the CinemaSource data collection systems and our
relationships with various movie exhibitors, to provide our movie-exhibitor
customers with directory advertising for insertion in newspapers around the
country. Our customers include AMC Theatres, Consolidated Theatres, Crown
Theatres and others. The types of ads created by AdSource include the weekly
movie ads typically carried in newspapers, which highlight a particular movie
theater where the film is playing and the start times of the films. Through a
web-based data system, AdSource is able to create ads using showtimes data from
the CinemaSource database. These advertisements are delivered to the newspapers
in one of several formats, ready for publication. AdSource also provides other
exhibitor marketing services, including brochures and movie showtimes email
marketing.
BASELINE/FILMTRACKER. Baseline is a comprehensive entertainment
database, research service, and application service provider offering
information to movie studios, production companies, movie and TV distributors,
entertainment agents, managers, producers, screenwriters, news organizations,
and financial analysts covering the entertainment industry. Baseline's film and
television database contains over 14,000 celebrity biographies, credits for over
130,000 released feature films, television series, miniseries, TV movies and
specials dating back nearly 100 years, over 15,000 film and television projects
in every stage of development and production, over 1,900 movie reviews, box
office grosses dating back nearly 20 years, revenue and cost estimates for over
5,000 released feature films, over 18,000 company rosters and
representation/contact information for over 50,000 entertainment professionals.
Baseline provides applications that allow entertainment professionals to
streamline workflow, increase efficiency, and expand market awareness. Baseline
offers its data and application modules on an annual subscription basis,
syndicates data to a number of leading information aggregators and publications,
and also provides data on a pay-per-use basis. Baseline's customers include four
movie studios, numerous production companies, law firms, investment banks, news
agencies, advertising agencies, consulting firms and other professionals in the
entertainment industry. Baseline's customer base includes Bloomberg, Daily
Variety, People Magazine, Lexis-Nexis, NBC, HBO, ABC, Viacom, The Directors
Guild of America, DreamWorks, Universal Studios, Miramax Films and other movie
studios. The current Baseline/FilmTracker service resulted from our January 2002
acquisition of FilmTracker, a provider of information services in the feature
film and television industries. Our previously existing Baseline service was
integrated with FilmTracker in the first quarter of 2002, resulting in a
combined service that incorporates Baseline's data into FilmTracker's content
management system, data and interface. Since the integration with FilmTracker in
the first quarter of 2002, the combined unit has signed multi-year licensing
contracts with four movie studios.
BROADWAY TICKETING DIVISION
THEATRE DIRECT INTERNATIONAL, BROADWAY.COM AND 1-800-BROADWAY. We
acquired Theatre Direct International ("TDI") as of September 15, 2000. Founded
in 1990, TDI is a live theater ticketing wholesaler that provides groups and
individuals with access to theater tickets and knowledgeable service, covering
shows on Broadway, off-Broadway, and in London's West End. TDI sells tickets
directly to group buyers including travel agents and tour groups. TDI also
manages a marketing cooperative that represents participating Broadway shows to
the travel industry around the world. In addition, TDI's education division,
Broadway Classroom, markets group tickets and educational programs to schools
across the country. We launched Broadway.com on May 1, 2000. Broadway.com offers
the ability to purchase Broadway, off-Broadway and London's West End theater
tickets online. In addition, the site provides a wide variety of editorial
content about the theater business, feature stories, opening nights, star
profiles, photo opportunities and a critical roundup of reviews. Our
1-800-BROADWAY toll-free number, which we acquired in October 2001, features the
ability to purchase Broadway, off-Broadway and London's West End theater tickets
over the phone and complements the online ticketing and information services
available through Broadway.com.
The combined businesses provide theater ticketing and related content
for over 100 venues in multiple markets to consumer households and over 20,000
travel agencies, tour operators, corporations, educational institutions and
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affiliated websites. Our Broadway ticketing division employs a knowledgeable
sales force that offers ticket buyers a concierge-style service that includes
show recommendations, hotel packages and dinner choices.
INTERNET DIVISIONS
HOLLYWOOD.COM. Hollywood.com is a premier online entertainment
destination and movie industry information and services website. Hollywood.com
generates revenue by selling advertising on its website. Hollywood.com features
in-depth movie information, including movie descriptions and reviews, movie
showtimes listings, entertainment news and an extensive multimedia library
containing hundreds of hours of celebrity interviews, premier coverage and
behind-the-scenes footage. Hollywood.com provides premier content and online
ticketing services for movies creating a "one-stop destination" for movie
information. Some of the advertisers who have advertised on Hollywood.com
include Walt Disney Studios, New Line Cinema, Sony Studios, General Motors,
Universal Studios, Visa, Colgate, HBO, A&E, British Airways, MGM, US Army, AT&T,
Chase, Ford, Kodak, Fox and Warner Bros.
As a result of its relationship with Hollywood Media's Data Business
(CinemaSource and Baseline), Hollywood.com has access to a constantly updated
database of information related to movies and entertainment. We believe these
sources of content provide Hollywood.com with a competitive advantage over other
entertainment-related websites that incur significant costs to create content of
comparable quality and scope.
Hollywood.com has further established its presence in the wireless
arena. Through agreements with wireless carriers (AT&T, Cingular, Sprint and
Verizon), Hollywood.com provides a movie and entertainment destination on a
variety of mobile phones.
BROADWAY.COM. We launched Broadway.com on May 1, 2000. Broadway.com
features: the ability to purchase Broadway, off-Broadway and London's West End
theater tickets online; theater showtimes; the latest theater news; interviews
with stage actors and playwrights; opening-night coverage; original theater
reviews; and video excerpts from selected shows. Broadway.com also offers
current box office results, show synopses, cast and crew credits and
biographies, digitized show previews, digitized showtunes, and an in-depth Tony
Awards(R) area. Broadway.com generates revenue from the sale of both tickets and
advertising, with its principal business purpose being to generate ticket sales.
CABLE NETWORK INITIATIVES. To further leverage our base of proprietary
content, Hollywood Media launched two interactive digital cable television
channels in 2002: "Totally Hollywood TV" and "Totally Broadway TV." Both cable
channels utilize existing Hollywood Media content and are designed for
distribution on digital tiers of cable TV systems. The cable TV channels
complement Hollywood Media's existing business units. Totally Hollywood TV and
Totally Broadway TV offer audiences interactive entertainment and information,
with on-demand video content including premiers, movie previews, reviews,
behind-the-scenes footage, interviews and more, as well as up-to-date showtimes
for the latest movies and current Broadway shows. Both networks use Hollywood
Media's content, news and information covering the entertainment industry, and
were available initially to Cablevision System Corporation's iO: Interactive
Optimum subscribers in the Long Island, Warwick Valley, New York, and Morris
County, New Jersey, markets. During the fourth quarter of 2002, Hollywood Media
Corp. extended its cable television initiative to a second major cable operator,
Cox Communications, which added Totally Hollywood TV to its video-on-demand
("VOD") service in the San Diego, California market. Subscribers to Cox Cable
San Diego's digital TV service are now able to view, on Totally Hollywood TV,
movie previews and related content for the newest movies in theaters.
INTELLECTUAL PROPERTIES BUSINESS
BOOK DEVELOPMENT AND BOOK LICENSING. Our intellectual properties
division includes a book development and book licensing business owned and
operated by our 51% owned subsidiary, Tekno Books, which develops and executes
book projects, typically with best-selling authors. Tekno Books has worked with
more than 60 New York Times best-selling authors, including Isaac Asimov, Tom
Clancy, Tony Hillerman, John Jakes, Jonathan Kellerman, Dean Koontz, Robert
14
Ludlum, Nora Roberts and Scott Turow, and numerous media celebrities, including
Louis Rukeyser and Leonard Nimoy. Our intellectual properties division has
licensed books for publication with more than 100 domestic book publishers,
including Random House (Bertelsmann), Penguin Publishing Group (Pearson), Simon
& Schuster (Viacom), HarperCollins (News Corp.), St. Martin's Press (Holtzbrink
of Germany), Warner Books (Time Warner), and the publishing division of Barnes &
Noble. Tekno Books has also produced numerous books under license from such
entertainment companies as Universal Studios, New Line Cinema, CBS Television,
DC Comics (Time Warner), and MGM Studios. Since 1980, Tekno Books has developed
over 1,550 books that have been published. Another 3,150 foreign, audio,
paperback, electronic, and other editions of these books have been sold to
hundreds of publishers around the world, and published in 33 languages. Tekno's
books have been finalists for, or winners of, more than 100 awards, including
The Edgar Allan Poe Award, The Agatha Christie Award (Mystery), The Hugo Award
(Science Fiction), The Nebula Award (Fantasy), The International Horror Guild
Award (Horror) and The Sapphire Award (Romance). Tekno Books' current backlog
and anticipated books for future publishing include more than 270 books under
contract or in final negotiations, including more than 60 books by New York
Times best-selling authors. We are expanding into one of the largest areas of
publishing, which is romance fiction, and one of the fastest growing areas of
publishing, which is the Christian book market. In January 2003, Tekno Books was
engaged to create two new spin-off series based on the best-selling Left Behind
series. The Chief Executive Officer of Tekno Books, Dr. Martin H. Greenberg, is
the owner of the remaining 49% interest in Tekno Books.
INTELLECTUAL PROPERTIES. Our intellectual properties division also owns
the exclusive rights to intellectual properties that are complete stories and
ideas for stories, created by best-selling authors and media celebrities. Some
examples of our intellectual properties are Anne McCaffrey's Acorna the Unicorn
Girl, Leonard Nimoy's Primortals, and Mickey Spillane's Mike Danger. We license
rights to our intellectual properties for use by licensees in developing
projects in various media forms. We generally obtain the exclusive rights to the
intellectual properties and the right to use the creator's name in the titles of
the intellectual properties (e.g., Mickey Spillane's Mike Danger and Leonard
Nimoy's Primortals).
NETCO PARTNERS. In June 1995, Hollywood Media and C.P. Group Inc.
("C.P. Group"), entered into an agreement to form NetCo Partners. NetCo Partners
owns Tom Clancy's NetForce. Hollywood Media and C.P. Group are each 50% partners
in NetCo Partners. Tom Clancy is a shareholder of C.P. Group. At the inception
of the partnership, C.P. Group contributed to NetCo Partners all rights to Tom
Clancy's NetForce, and Hollywood Media contributed to NetCo Partners all rights
to Tad Williams' MirrorWorld, Arthur C. Clarke's Worlds of Alexander, Neil
Gaiman's Lifers, and Anne McCaffrey's Saraband. In 1997, NetCo Partners licensed
to Putnam Berkley the rights to publish the first six Tom Clancy's NetForce
books in North America for advance payments of $14 million. This agreement was
subsequently renewed in December 2001 for four more books with guaranteed
advances for North American book rights, which provide for advances to NetCo
partners of $2 million per book for the first two books and $1 million per book
for the second two books against a percentage of the cover price. The first book
in the series was adapted as a four-hour mini-series on ABC. NetForce books have
so far been published in mass market paperback format. NetCo owns all rights in
all media to the NetForce property, including film, television, video and games.
NetCo licenses NetForce book rights to publishers in various foreign countries.
Through its interest in NetCo, Hollywood Media receives distributions of its
share of proceeds generated from the rights to the NetForce series.
MOVIETICKETS.COM, INC. MovieTickets.com is one of the three leading
destinations for the purchase of movie tickets through the Internet; our two
competitors (other than some theaters that may conduct their own Internet ticket
sales) are Fandango and AOL Moviefone. Hollywood Media launched the
MovieTickets.com web site in May 2000 with several major theater exhibitors.
Hollywood Media currently owns 26.4% of the equity of MovieTickets.com, Inc.
MovieTickets.com, Inc. entered into an agreement with Viacom Inc. effective
August 2000 whereby Viacom Inc. acquired a 5% interest in MovieTickets.com, Inc.
for $25 million of advertising and promotion over five years. In addition to the
Viacom advertising and promotion, MovieTickets.com is promoted through on-screen
advertising in most participating exhibitors' theaters. In March 2001, AOL
purchased a non-interest-bearing convertible preferred equity interest in
MovieTickets.com for $8.5 million in cash, which can be converted into
approximately 3% of the common stock of MovieTickets.com, Inc. In connection
with that transaction, MovieTickets.com's ticket inventory is promoted
15
throughout America Online's interactive properties and ticket inventory of AOL's
Moviefone is available through MovieTickets.com. MovieTickets.com has been
selected by several other online destinations as the exclusive provider for
online movie ticketing services.
MovieTickets.com. Inc.'s current participating exhibitors include AMC
Entertainment Inc., National Amusements, Inc., Famous Players Inc., Hoyts
Cinemas, Marcus Theaters, Consolidated Theaters, Crown Theatres, Krikorian
Premiere Theatres, Metropolitan Theatres, Rave Motion Pictures, Ritz Theatres
and Spotlight Theatres. MovieTickets.com exhibitors operate theaters located in
all of the top 20 markets and approximately 70% of the top 50 markets in the
United States and Canada, and represent approximately 50% of the top 50 grossing
theaters in North America. Additionally, MovieTickets.com recently launched in
the United Kingdom. The MovieTickets.com web site allows users to purchase movie
tickets and retrieve them at "will call" windows or kiosks at theaters. The web
site also features bar-coded tickets that can be printed at home and presented
directly to the ticket taker at participating theaters. The web site contains
movie content from Hollywood Media's various divisions for all current and
future release movies, movie reviews and synopses, digitized movie trailers and
photos, and box office results. The web site generates revenues from service
fees charged to users for the purchase of tickets and the sale of advertising,
which includes ads on the "print-at-home" ticket.
PROCEEDS FROM SALE OF THE SHARES
We will receive no proceeds from the sale of any of or all of the
shares being offered by the selling shareholders under this prospectus. We will
receive an amount of up to approximately $4.9 million upon the exercise of the
warrants, if exercised, as to which we are registering the underlying shares of
common stock. We estimate we will spend approximately $60,000 in registering
the offered shares.
SELLING SHAREHOLDERS
We are registering all 7,912,907 shares of common stock covered by this
prospectus on behalf of the selling shareholders named in the table below, of
which 6,180,901 shares are currently outstanding and 1,732,006 shares are
subject to issuance under outstanding warrants. We issued the shares and the
warrants exercisable for shares to the selling shareholders in a private
placement in February 2004, except for an aggregate of 407,546 shares covered by
this prospectus that were issued in other transactions as indicated below. We
have registered the shares to permit the selling shareholders and their
respective pledgees, donees, transferees or other successors-in-interest that
receive their shares from a selling shareholder as a gift, partnership
distribution or other non-sale related transfer after the date of this
prospectus to resell the shares when they deem appropriate.
The table below identifies the selling shareholders and other
information regarding the beneficial ownership of the common stock by each of
the selling shareholders. The second column lists the number and percentage of
shares of common stock beneficially owned by each selling shareholder as of
March 1, 2004, based on each selling shareholder's ownership of shares and
warrants and the ownership by certain of the selling shareholders of other
shares of common stock, and assumes the exercise of all warrants.
The third column lists each selling shareholder's portion, based on
agreements with us, of the shares of common stock being offered by this
prospectus. The selling shareholders may sell all, some or none of such shares
in this offering. See "How the Shares May Be Distributed" below.
The fourth column lists the number and percentage of shares of common
stock that would be beneficially owned by each selling shareholder after
completion of the offering contemplated hereby, assuming that all the shares
covered by this prospectus are sold and assuming that all shares not covered by
this prospectus continue to be held by the selling shareholders.
16
The selling shareholders have not been employed by, held office in, or
had any other material relationship with us or any of our affiliates within the
past three years except as described in the footnotes to the table below.
OWNERSHIP OF COMMON OWNERSHIP OF COMMON
STOCK BEFORE OFFERING NUMBER OF STOCK AFTER OFFERING
-------------------------- SHARES BEING ---------------------
SELLING SHAREHOLDERS NUMBER PERCENTAGE(1) OFFERED(2) NUMBER PERCENTAGE(1)
-------------------- ------ ------------- ---------- ------ -------------
033 Growth Partners I, L.P. (3) 659,303 2.37% 659,303 -- --
033 Growth Partners II, L.P. (3) 205,858 * 205,858 -- --
Oyster Pond Partners, L.P. (3) 151,441 * 151,441 -- --
033 Growth International Fund, Ltd. (3) 327,486 1.18% 327,486 -- --
Potomac Capital Partners, LP 387,500 1.40% 387,500 -- --
Potomac Capital International Ltd. 88,750 * 88,750 -- --
Pleiades Investment Partners - R, L.P. 273,750 * 273,750 -- --
Prism Offshore Fund, Ltd. (4) 381,150 1.37% 381,150 -- --
Prism Partners, L.P. (4) 297,275 1.07% 297,275 -- --
Prism Partners QP, L.P. (4) 71,575 * 71,575 -- --
Westfield Life Sciences Fund LP 150,000 * 150,000 -- --
Westfield Life Sciences Fund II LP 600,000 2.16% 600,000 -- --
The Lynch Foundation, Peter S. Lynch 223,000 * 200,000 23,000 *
Trustee (5)
Peter S. Lynch & Carolyn A. Lynch JTWROS 256,250 * 256,250 -- --
(5)
The Lynch Children's Trust fbo Anne Lynch, 25,000 * 25,000 -- --
Carolyn A. Lynch, Trustee (5)
The Lynch Children's Trust fbo Elizabeth 25,000 * 25,000 -- --
Lynch, Carolyn A. Lynch, Trustee (5)
The Lynch Children's Trust fbo Mary Lynch, 25,000 * 25,000 -- --
Carolyn A. Lynch, Trustee (5)
17
Peter S. Lynch Charitable Lead Annuity 27,500 * 27,500 -- --
Trust, Carolyn A. Lynch, Trustee (5)
Peter S. Lynch Charitable Lead Unitrust, 27,500 * 27,500 -- --
Carolyn A. Lynch, Trustee (5)
Peter S. Lynch & Carolyn A. Lynch 1999 163,750 * 163,750 -- --
Unitrust, Carolyn A. Lynch, Trustee (5)
Shannon River Partners, LP (6) 392,546 1.42% 101,233 291,313 1.05%
Shannon River Partners II, LP (6) 326,790 1.18% 228,873 97,917 *
Wynnefield Partners, Small Cap Value, LP I 570,175 2.06 % 29,875 540,300 1.95 %
(6)
Wynnefield Partners, Small Cap Value, LP 566,325 2.05 % 27,625 538,700 1.95 %
(6)
Wynnefield Small Cap Value Offshore Fund, 379,825 1.37 % 21,125 358,700 1.30 %
Ltd. (6)
Channel Partnership II, GP 30,125 * 30,125 -- --
Leonardo, L.P. (7) 1,806,388 6.24 % 343,750 1,462,638 5.29 %
Sherleigh Associates Inc. Profit Sharing 827,985 2.99% 401,585 426,400 1.54%
Plan (8)
Bonanza Master Fund, Ltd. (9) 412,500 1.49 % 312,500 100,000 *
Proximity Fund LP 125,000 * 125,000 -- --
Proximity Partners LP 125,000 * 125,000 -- --
Straus Partners L.P. 131,250 * 131,250 -- --
Straus-Gept Partners L.P. 87,500 * 87,500 -- --
Precept Capital Master Fund, G.P. 292,500 1.06 % 162,500 130,000 *
Cabernet Partners, L.P. 62,500 * 62,500 -- --
18
Insignia Partners, L.P. 62,500 * 62,500 -- --
Kensington Partners, L.P. 100,812 * 100,812 -- --
Bald Eagle Fund, Ltd. 5,438 * 5,438 -- --
WS Opportunity Fund, L.P. (10) 29,750 * 29,750 -- --
WS Opportunity Fund International, Ltd. 39,375 * 39,375 -- --
(10)
WS Opportunity Fund (QP), L.P. (10) 37,125 * 37,125 -- --
Sandor Capital Master Fund, L.P. (11) 93,750 * 93,750 -- --
Geduld Capital Partners, LP 93,750 * 93,750 -- --
FlyLine Holdings, Ltd. 62,500 * 62,500 -- --
Neal I. Goldman 62,500 * 62,500 -- --
Bonanza Fund, LP (12) 102,350 * 56,250 46,100 --
Westpark Capital, L.P. 50,000 * 50,000 -- --
Richard Molinsky 33,750 * 33,750 -- --
Rajo Capital Management LLC 12,500 * 12,500 -- --
Roth Capital Partners, LLC (13) 288,667 1.03 % 288,667 -- --
Cameron Mackintosh, Inc. (14) 262,000 * 262,000 -- --
Hayden Communications, Inc. (15) 87,711 * 87,711 -- --
-------------------------
*Less than 1%.
19
(1) For purposes of computing the percentage of outstanding shares of common
stock held by each person named above, any shares which such person has the
right to acquire under warrants or otherwise are deemed to be outstanding
for such person, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person. Hollywood Media had
27,669,696 outstanding shares of common stock as of March 26, 2004.
(2) Except as otherwise described in the footnotes below, 80% of the number of
shares indicated in the third column ("Number of Shares Being Offered") are
comprised of outstanding shares and 20% are subject to issuance upon
exercise of warrants.
(3) 033 Asset Management, LLC ("033") is the investment manager of this selling
shareholder, and may be deemed a beneficial owner of the shares owned by
this selling shareholder. Lawrence C. Longo, Jr., the Chief Operating
Officer of 033, and Michael T. Vigo, managing member of 033, may be deemed
beneficial owners of shares beneficially owned by 033. Messrs. Longo and
Vigo disclaim beneficial ownership of the shares.
(4) Delta Partners, LLC ("Delta") is the investment manager of this selling
shareholder, and may be deemed a beneficial owner of the shares owned by
this selling shareholder. Chris Argyrople and Charles Jobson, managing
members of Delta, may be deemed beneficial owners of shares beneficially
owned by Delta.
(5) Peter S. Lynch and/or Carolyn A. Lynch may be deemed to be beneficial
owners of the shares held by these selling shareholders.
(6) Shares owned by these selling shareholders may be deemed to be beneficially
owned by Shannon River Capital Management, LLC and/or Wynnefield Capital
Management, LLC.
(7) In addition to the shares being offered hereby, the selling shareholder's
ownership before offering includes (a) 250,079 outstanding shares of common
stock, (b) up to 909,090 shares of common stock issuable upon conversion of
Hollywood Media's 6% Senior Convertible Debentures Due 2005 and (c) up to
303,469 shares of common stock issuable upon exercise of warrants. Angelo,
Gordon & Co., L.P., a director of Leonardo Capital Management Inc., the
general partner of Leonardo, L.P., may be deemed to be a beneficial owner
of the shares owned by Leonardo, L.P.
(8) The shares being offered include 332,835 currently outstanding shares
(57,835 of such shares were acquired prior to the February 2004 private
placement), and 68,750 shares subject to issuance upon exercise of
warrants.
(9) The general partner of this selling shareholder, Bernay Box & Co., and its
President, Bernay Box, may be deemed to be beneficial owners of shares
owned by the selling shareholder.
(10) Patrick R. Walker, Reid S. Walker and G. Stacy Smith may be deemed to be
beneficial owners of the shares held by these selling shareholders.
(11) The general partner of this selling shareholder, John S. Lemak, may be
deemed to be a beneficial owner of shares owned by the selling shareholder.
(12) The general partner of this selling shareholder, Conquest Capital, LLC, and
its partners, Timothy M. Kelly and Hunter Ziesing, may be deemed to be
beneficial owners of shares owned by the selling shareholder.
(13) The shares being offered are all issuable upon exercise of warrants issued
in connection with the February 2004 private placement, in which this
selling shareholder acted as placement agent for Hollywood Media. The Chief
Executive Officer and the Chief Financial Officer of this selling
shareholder, Byron Roth and Gordon Roth, respectively, may be deemed to be
beneficial owners of shares owned by the selling shareholder.
(14) The shares being offered are currently outstanding, and were issued in
connection with Hollywood Media's satisfaction of two promissory notes,
which were issued by Hollywood Media to the selling shareholder as part of
the purchase price in connection with Hollywood Media's acquisition of
Theatre Direct NY, Inc. ("TDI") from this selling shareholder in September
2000. The remaining notes payable balance has been satisfied in full by
Hollywood Media.
(15) The shares being offered are currently outstanding. The selling shareholder
provides investor relations services to Hollywood Media.
HOW THE SHARES MAY BE DISTRIBUTED
The selling shareholders and any of their pledgees, donees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock registered hereunder on any stock exchange, market or
trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. The selling shareholders may
use any one or more of the following methods when selling shares:
20
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits investors;
o block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the applicable
exchange;
o privately negotiated transactions;
o settlement of short sales (other than short sales established prior to
the effectiveness of the registration statement to which this
prospectus is a part);
o broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling shareholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling shareholders may from time to time pledge or grant a
security interest in some or all of the shares owned by them (including shares
underlying the warrants) and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell shares
of common stock from time to time under this prospectus, or under an amendment
to this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act amending the list of selling shareholders to include the pledgee,
transferee or other successor in interest as a selling shareholder under this
prospectus.
Upon a selling shareholder notifying us in writing that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of common stock were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In addition,
upon a selling shareholder notifying us in writing that a donee or pledgee
intends to sell more than 500 shares of common stock, a supplement to this
prospectus will be filed if then required in accordance with applicable
securities law.
The selling shareholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.
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The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling shareholder has
represented and warranted to the company that it does not have any agreement or
understanding, directly or indirectly, with any person to distribute the common
stock.
We are required to pay our fees and expenses incident to the
registration of the shares. We have agreed to indemnify the selling shareholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
The selling shareholders and other persons participating in the
distribution of the shares offered under this prospectus are subject to the
applicable requirements of Regulation M promulgated under the Exchange Act in
connection with sales of the shares.
Each share of common stock is sold together with certain stock purchase
rights pursuant to a shareholders' rights plan (or "poison pill"). These rights
are described in the Amended and Restated Rights Agreement that we filed with
the SEC on October 20, 1999 as an exhibit to a Current Report on Form 8-K (as
amended by Amendment No. 1 thereto that we filed with the SEC on December 10,
2002 as an exhibit to a Current Report on Form 8-K). See "Where You Can Find
More Information" below.
OUR CAPITAL STOCK
SHARES AUTHORIZED AND OUTSTANDING
Our third amended and restated articles of incorporation authorize us
to issue up to 100,000,000 shares of common stock, par value $.01 per share, and
1,000,000 shares of preferred stock, par value $.01 per share. As of March 26,
2004, 27,669,696 shares of common stock were outstanding and no shares of
preferred stock were outstanding. The transfer agent for our common stock is
American Stock Transfer & Trust Company, New York, New York.
RIGHTS OF HOLDERS OF OUR COMMON STOCK
Each share of common stock entitles the holder to one vote on all
matters submitted to a vote of the shareholders. The holders of common stock are
entitled to receive dividends, when, as and if declared by the Board of
Directors in its discretion, from legally available funds. Upon our liquidation
or dissolution, the holders of common stock will be entitled to share
proportionately in our legally available assets, after all our debts and
liabilities and the liquidation preference of any outstanding shares of our
preferred stock are paid.
The common stock has no preemptive rights and no subscription,
redemption or conversion privileges. The common stock does not have cumulative
voting rights, which means that the holders of a majority of the outstanding
shares of common stock voting for the election of directors will be able to
elect all members of the Board of Directors. A majority vote will also be
sufficient for other actions that require the vote or concurrence of
shareholders. All of our outstanding shares of common stock are, and the shares
to be sold in this offering will be, when issued and paid for, fully paid and
nonassessable.
PREFERRED STOCK ISSUABLE WITHOUT APPROVAL BY HOLDERS OF OUR COMMON STOCK
AUTHORITY OF BOARD OF DIRECTORS TO ISSUE PREFERRED STOCK. Without any
further vote or action by our shareholders, the Board of Directors has the
authority to issue up to 1,000,000 shares of preferred stock in one or more
series and to determine the number of shares in a series and the voting powers,
preferences and relative rights and restrictions of each series, including the
dividend rights and dividend rate, the terms of redemption (including sinking
fund provisions), redemption price or prices, the conversion rights, and the
liquidation preferences of the shares of each series.
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EFFECTS OF ISSUANCE OF PREFERRED STOCK ON HOLDERS OF OUR COMMON STOCK.
The issuance of preferred stock by the Board of Directors could result in a
class of securities outstanding that has preferences with respect to voting
rights and dividends, and/or in liquidation, over our common stock. These shares
may also be convertible into common stock, and then would enjoy all of the
rights of common stock.
PREVIOUSLY ISSUED SERIES OF PREFERRED STOCK. We previously designated
various series of preferred stock, including Series A, Series B, Series C,
Series D-1 and Series D-2. All of the previously issued shares of Series A,
Series B, Series C, Series D-1 and Series D-2 Preferred Stock have been
converted into shares of our common stock and therefore are no longer
outstanding.
In conjunction with the original issuance of the Series A Preferred
Stock, we and certain holders of our common stock (Mitchell Rubenstein, Laurie
S. Silvers, Martin H. Greenberg and Gannett Co., Inc. (as successor to Asbury
Park Press, Inc.)) agreed that one nominee of Tekno Simon, LLC, the holder of
the Series A Preferred Stock, would be appointed to the Board of Directors.
These shareholders agreed to vote their shares for election of this nominee. The
current nominee is Deborah J. Simon, who was first appointed to the Board of
Directors in November 1996.
ANTI-TAKEOVER PROVISIONS
We have various measures in place that could discourage, delay or
prevent a change in control even if the holders of our common stock would prefer
a change. These measures include:
o POWER TO ISSUE BLANK CHECK PREFERRED STOCK. Our Third Amended
and Restated Articles of Incorporation authorize the issuance
of "blank check" preferred stock with designations, rights and
preferences as may be determined from time to time by our
Board of Directors.
o SHAREHOLDERS' RIGHTS PLAN. In August 1996, we adopted a
shareholders' Rights Plan entitling each share of our common
stock to certain rights. On October 18, 1999, we amended the
shareholders' Rights Plan. Pursuant to the terms of the
original shareholders' Rights Plan, the Board of Directors of
Hollywood Media declared a dividend of one right for each
share of common stock outstanding as of September 4, 1996.
Pursuant to the terms of the shareholders' Rights Plan, as
amended, each Right now entitles the registered holder to
purchase from us one one-thousandth (1/1,000) of a share of a
new series of preferred shares, designated as Series E Junior
Preferred Stock, at a price of $100.00 per one one-thousandth
(1/1,000) of a share, subject to certain triggering events and
adjustment terms. The description and terms of the Rights and
the shareholders' Rights Plan, as amended, are set forth in an
Amended and Restated Rights Agreement between Hollywood Media
and American Stock Transfer & Trust Company, as Rights Agent,
dated as of August 23, 1996. The Series E Junior Preferred
Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of
preferred stock, subordinate to any other series of Hollywood
Media's preferred stock. The Series E Junior Preferred Stock
may not be issued except upon exercise of Rights. Each share
of the Series E Junior Preferred Stock will be entitled to
receive when, as and if declared, a quarterly dividend in an
amount equal to the greater of $0.001 per share and 1,000
times the cash dividends declared on Hollywood Media's common
stock. In addition, the Series E Junior Preferred Stock is
entitled to 1,000 times any non-cash dividends (other than
dividends payable in equity securities) declared on the common
stock, in like kind. In the event of liquidation, the holders
of Series E Junior Preferred Stock will be entitled to receive
for each share, a liquidation payment in an amount equal to
the greater of $1,000 or 1,000 times the payment made per
share of common stock. Each share of Series E Junior Preferred
Stock will have 1,000 votes, voting together with the common
stock. In the event of any merger, consolidation or other
transaction in which common stock is exchanged, each share of
Series E Junior Preferred Stock will be entitled to receive
1,000 times the amount received per share of common stock. The
rights of Series E Junior Preferred Stock as to dividends,
liquidation and voting are protected by anti-dilution
provisions. Fractions of shares of Series E Junior Preferred
Stock (other than fractions that are integral multiples of one
one-thousandth (1/1,000) of a share) may, at the election of
Hollywood Media, be evidenced by depositary receipts.
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Hollywood Media may also issue cash in lieu of fractional
shares which are not integral multiples of one one-thousandth
(1/1,000) of a share. The terms of the amended shareholders'
Rights Plan grant Hollywood Media's Board of Directors the
option, after any person or group acquires beneficial
ownership of 15% or more of the voting stock but before there
has been a 50% acquisition, to exchange each then valid Right
(which would exclude Rights held by the Acquiring Person (as
defined in the Amended and Restated Rights Agreement) that
have become void) for that number of shares of Hollywood
Media's common stock having a fair market value on the date of
such 15% acquisition equal to the excess of (i) the value of
the shares of Preferred Stock issuable upon exercise of the
Right in the event of such acquisition over (ii) the exercise
price of the Right, in each case as adjusted. These rights may
cause substantial dilution to a person or group that attempts
to acquire us in a manner or on terms not approved by the
Board of Directors. The shareholders' Rights Plan is intended
to encourage a person interested in acquiring us to negotiate
with, and to obtain the approval of, the Board of Directors.
The shareholders' Rights Plan, however, may discourage a
future acquisition of us, including an acquisition in which
our shareholders might otherwise receive a premium for their
shares.
o FLORIDA LAWS. Florida has enacted legislation that may deter
or frustrate takeovers of Florida corporations. We are subject
to several anti-takeover provisions under Florida law that
apply to public corporations organized under Florida law
unless the corporation has elected to opt out of those
provisions in its articles of incorporation or its bylaws. We
have not elected to opt out of these provisions. The Florida
Business Corporation Act prohibits the voting of shares in a
publicly held Florida corporation that are acquired in a
"control share acquisition" unless the board of directors
approves the control share acquisition or the holders of a
majority of the corporation's voting shares approve the
granting of voting rights to the acquiring party. A "control
share acquisition" is defined as an acquisition that
immediately thereafter entitles the acquiring party, directly
or indirectly, to vote in the election of directors within any
of the following ranges of voting power: (i) 1/5 or more but
less than 1/3; (ii) 1/3 or more but less than a majority; and
(iii) a majority or more. There are some exceptions to the
"control share acquisition" rules. The Florida Business
Corporation Act also contains an "affiliated transaction"
provision that prohibits a publicly held Florida corporation
from engaging in a broad range of business combinations or
other extraordinary corporate transactions with an "interested
shareholder" unless (i) the transaction is approved by a
majority of disinterested directors before the person becomes
an interested shareholder; (ii) the corporation has not had
more than 300 shareholders of record during the past three
years; (iii) the interested shareholder has owned at least 80%
of the corporation's outstanding voting shares for at least
five years; (iv) the interested shareholder is the beneficial
owner of at least 90% of the outstanding voting shares
(excluding shares acquired directly from the corporation in a
transaction not approved by a majority of the disinterested
directors); (v) consideration is paid to the holders of the
corporation's shares equal to the highest amount per share
paid by the interested shareholder for the acquisition of the
corporation's shares in the last two years or fair market
value, and other specified conditions are met; or (vi) the
transaction is approved by the holders of two-thirds of the
voting shares other than those owned by the interested
shareholder. An "interested shareholder" is defined as a
person who, together with affiliates and associates,
beneficially owns more than 10% of a company's outstanding
voting shares. The Florida Business Corporation Act defines
"beneficial ownership" in more detail.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
We have authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify our directors and officers to the extent provided
for in that law. Our articles of incorporation provide that we shall indemnify
and shall advance expenses on behalf of our officers and directors to the
fullest extent not prohibited by law. We have entered into indemnification
agreements with each of our directors and executive officers wherein we agree to
indemnify each of them to the fullest extent permitted by law, and we may from
time to time enter into other agreements with such persons or other personnel
regarding such indemnification.
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The SEC is of the opinion that indemnification of directors, officers
and controlling persons for liabilities arising under the Securities Act is
against public policy and is, therefore, unenforeceable.
LEGAL OPINION
Broad and Cassel, a partnership including professional associations,
Miami, Florida, is issuing an opinion regarding the validity of the offered
shares of common stock.
EXPERTS
The consolidated financial statements of Hollywood Media Corp. as of
December 31, 2003 and 2002, and for each of the two years in the period ended
December 31, 2003 appearing in Hollywood Media Corp.'s Annual Report (Form 10-K)
for the year ended December 31, 2003, have been audited by Ernst & Young LLP,
independent certified public accountants, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.
Our consolidated financial statements for the fiscal year ended
December 31, 2001 included in our 2003 Form 10-K have been audited by Arthur
Andersen LLP, independent public accountants, as stated in their report
contained in our 2003 Form 10-K, and are incorporated by reference in this
prospectus on the authority of Arthur Andersen as experts in giving that report.
In accordance with SEC rules, the report of Arthur Andersen included in the 2003
Form 10-K is a copy of Arthur Andersen's previously issued report, which has not
been reissued because Arthur Andersen has ceased operations.
Accordingly, because Arthur Andersen has ceased operations, Arthur
Andersen has not consented to the inclusion of its report in this prospectus,
and we have dispensed with the requirement to file Arthur Andersen's consent in
reliance on Rule 437a under the Securities Act. Because Arthur Andersen has not
consented to the inclusion of its report in this prospectus, you will not be
able to recover against Arthur Andersen under Section 11 of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen that have been incorporated by reference
in this prospectus or any omissions to state a material fact required to be
stated therein.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any report or document we
file at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public at the SEC's web site
located at http://www.sec.gov.
Quotations for the prices of our common stock appear on the Nasdaq
National Market, and reports, proxy statements and other information about us
can also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" some of the documents
we file with it into this prospectus, which means that we can disclose important
information to you by referring you to those documents. The documents
incorporated by reference are considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the following filings into this prospectus:
(a) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;
(b) Our Current Report on Form 8-K filed on February 17, 2004;
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(c) The description of our common stock incorporated by reference
in our Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act, including any amendments and
reports filed for the purpose of updating such description;
and
(d) All other reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, since the end of the fiscal year covered by
the Annual Report referred to in (a) above.
We also incorporate by reference into this prospectus any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended.
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act with respect to the common stock covered by this prospectus.
This prospectus, which is a part of the registration statement, does not contain
all the information set forth in, or annexed as exhibits to, the registration
statement, as permitted by the SEC's rules and regulations. For further
information with respect to us and the common stock offered under this
prospectus, please refer to the registration statement, including the exhibits.
Copies of the registration statement, including exhibits, may be obtained from
the SEC's public reference facilities listed above upon payment of the fees
prescribed by the SEC, or may be examined without charge at these facilities.
Statements concerning any document filed as an exhibit are not necessarily
complete and, in each instance, we refer you to the copy of the document filed
as an exhibit to the registration statement. You should assume that the
information appearing in this prospectus is accurate as of the date of this
prospectus only. Our business, financial position and results of operations may
have changed since that date.
We will provide, without charge, to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of any or all of
the information incorporated by reference in this prospectus. Exhibits to any of
the documents, however, will not be provided unless such exhibits are
specifically incorporated by reference into such documents. The requests should
be addressed to: Investor Relations Department, Hollywood Media Corp., 2255
Glades Road, Suite 221-A, Boca Raton, Florida 33431, telephone number (561)
998-8000.
Prospective investors should only rely on the information incorporated
by reference or provided in this prospectus or any supplement. We have not
authorized anyone else to provide prospective investors with different or
additional information. This prospectus is not an offer to sell nor is it
seeking an offer to by these securities in any jurisdiction where the offer or
sale is not permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of those documents, regardless of the time of the delivery of this
prospectus or any sale of these securities. Our business, financial position and
results of operations may have changed since that date.
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