Attached files
file | filename |
---|---|
EX-99.1 - HOLLYWOOD MEDIA CORP | v209896_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of the earliest event reported)
|
February
3, 2011
|
HOLLYWOOD
MEDIA CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Florida
|
1-14332
|
65-0385686
|
||
(State
or Other Jurisdiction
|
(Commission
File
|
(IRS
Employer
|
||
of
Incorporation)
|
|
Number)
|
|
Identification
No.)
|
2255
Glades Road, Suite 221A,
|
||
Boca
Raton, Florida
|
33431
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(561)
998-8000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230
.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
2 – FINANCIAL INFORMATION
Item
2.02 Results of
Operations and Financial Condition
The
following information is furnished pursuant to Item 2.02 of Form
8-K.
Hollywood
Media Corp.’s preliminary unaudited balance sheet and statement of operations as
of and for the three months and year ended December 31, 2010 are furnished as
Exhibit 99.1 hereto. Such balance sheet and statement of operations
are subject to adjustment in connection with the audit of Hollywood Media Corp’s
financial statements as of and for the three months and year ended December 31,
2010, which has not been completed. Hollywood Media Corp. expects
filing a detailed press release regarding its fourth quarter and year ended
December 31, 2010 financial results as well as filing its Annual Report on Form
10-K for the year ended December 31, 2010 in late March 2011.
Hollywood
Media Corp. is reporting preliminary financial results for the fourth quarter
and year ended December 31, 2010 to provide shareholders with financial
information in connection with the tender offer Hollywood Media Corp. commenced
on January 18, 2011 and amended on February 3, 2011 to purchase up to 8,000,000
shares of its common stock at a price of $2.05 per share, less any applicable
withholding taxes and without interest. The tender offer will expire
at 5:00 p.m., New York City time, on Friday, February 18, 2011, unless extended
by Hollywood Media Corp. The tender offer is subject to a number of
terms and conditions described in the Offer to Purchase dated January 18, 2011
and in the related Letter of Transmittal that have been distributed to
shareholders, as they may be amended and supplemented from time to time
(including as they are amended and supplemented by the Supplement to the Offer
to Purchase and the related Letter of Transmittal dated February 3, 2011, that
is being distributed to shareholders).
SECTION
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(a) Financial Statements of Businesses
Acquired.
Not
applicable.
(b) Pro Forma Financial
Information.
Not
applicable.
(c) Shell Company
Transactions.
Not applicable.
(d) Exhibits.
The
following exhibit is filed in connection with the disclosure pursuant to Item
2.02 of this Form 8-K:
|
99.1
|
Hollywood
Media Corp. preliminary unaudited condensed consolidated balance sheet and
statement of operations dated as of and for the three months and year
ended December 31, 2010.
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Hollywood
Media Corp.
|
|
Date:
February 3,
2011
|
|
/s/ Mitchell
Rubenstein
|
|
Name:
Mitchell Rubenstein
|
|
Title: Chief
Executive Officer
|
3
EXHIBIT
INDEX
Exhibit Number
|
Description
|
|
99.1
|
|
Hollywood
Media Corp. preliminary unaudited condensed consolidated balance sheet and
statement of operations dated as of and for the three months and year
ended December 31, 2010.
|