filed with the Securities and Exchange Commission on November 7, 2000
Registration No. 333-48380
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
HOLLYWOOD.COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0385686
--------------------------------- -------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
2255 Glades Road, Suite 237 West Mitchell Rubenstein
Boca Raton, Florida 33431 Chief Executive Officer
(561) 998-8000 Hollywood.com, Inc.
-------------------------------------- 2255 Glades Road, Suite 237 West
(Address, including zip code and Boca Raton, Florida 33431
telephone number, including area code, Telephone No. (561) 998-8000
of registrant's principal executive Facsimile No. (561) 998-2974
offices) ----------------------------------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copies of communications to:
W. Robert Shearer, Esq.
General Counsel and Senior Vice
President
2255 Glades Road, Suite 237 West
Boca Raton, Florida 33431
Telephone No. (561) 998-8000
Facsimile No. (561)
998-2974
---------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
================================================================================
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE FOR SHARES ADDED BY AMENDMENT
Proposed Maximum Proposed Maximum Amount Of
Title of Shares Amount To Offering Price Aggregate Offering Registration
To Be Registered Be Registered(1) Per Share (2) Price (2) Fee(3)
----------------------------------- ------------------ -------------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Common stock, par value $.01 per 1,787,056(4)
share
Common stock, par value $.01 per 100,000 $7.141 $714,100 $188.52
share
TOTAL FEE: $188.52
</TABLE>
-----------------------------------
(1) The registration statement also includes an indeterminate number of
additional shares of common stock that may become offered, issuable or
sold to prevent dilution resulting from stock splits, stock dividends
and conversion price or exercise price adjustments, which are included
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(3) Calculated pursuant to paragraph (c) of Rule 457 under the Securities
Act, on the basis of $7.141 per share, which was the average of the
high and low prices of the Registrant's common stock as reported on the
Nasdaq National Market on November 3, 2000.
(4) Filing fee of $2,364.25 previously paid in respect of these shares of
common stock.
================================================================================
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2000
PROSPECTUS
----------
1,887,056 SHARES OF COMMON STOCK
HOLLYWOOD.COM, INC.
In this prospectus, "Hollywood.com", "we", "us" and "our" refer to
Hollywood.com, Inc.
THE OFFERING:
This prospectus relates to the resale of 1,887,056 shares of common
stock, which consist of 1,227,056 shares of common stock currently outstanding
and 660,000 shares of common stock issuable upon the exercise of warrants. All
of these shares and warrants were issued and sold pursuant to private placements
to the selling shareholders listed on page 17 of this prospectus. 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 who may receive compensation in excess of their customary
commissions.
TRADING MARKET:
Our common stock is quoted on the Nasdaq National Market under the
symbol "HOLL." On November 3, 2000, the last reported sales price of our common
stock on the Nasdaq National Market was $7.125 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 8 OF THIS PROSPECTUS.
--------------------------------
-1-
<PAGE>
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.
YOU 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 YOU WITH DIFFERENT INFORMATION. OUR COMMON STOCK IS NOT BEING
OFFERED IN ANY STATE 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.
The date of this prospectus is November ____, 2000
TABLE OF CONTENTS
Page
----
ABOUT HOLLYWOOD.COM, INC.....................................................3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................8
RISKS OF INVESTING IN OUR SHARES.............................................8
PROCEEDS FROM SALE OF THE SHARES............................................15
SELLING SHAREHOLDERS........................................................15
HOW THE SHARES MAY BE DISTRIBUTED...........................................18
OUR CAPITAL STOCK...........................................................20
LEGAL OPINION...............................................................23
EXPERTS.....................................................................23
WHERE YOU CAN FIND MORE INFORMATION.........................................24
-2-
<PAGE>
ABOUT HOLLYWOOD.COM, INC.
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.
We are an entertainment-focused media and Internet company that offers
widely recognized brands and a broad and deep collection of entertainment
content data and related information in the industry. Our businesses include an
extensive ticketing network through which we sell movie tickets online for
theaters throughout the United States and Canada and live theater tickets online
and to the tourism and travel industry for shows in New York and London. We also
operate the intellectual property business from which our Company has expanded
and evolved. Our Internet business generates revenues through the sale of
advertising on Hollywood.com and Broadway.com and the business-to-business
syndication of our content to major newspapers, web portals, and wireless
companies, such as AOL Digital Cities, Yahoo!, Go Network, Excite,
Ticketmaster/CitySearch, Zip2, The New York Times website, usatoday.com
latimes.com, Sprint PCS and AT&T Wireless. Our businesses, Hollywood.com,
Broadway.com, CinemaSource, EventSource, TheaterSource and HolywoodPro.com,
provide in-depth entertainment information, including movie and theater
descriptions and reviews, showtime and live theater listings, entertainment news
and an extensive multimedia library. Our ticketing businesses, MovieTickets.com,
Broadway.com and Theatre Direct International, generate revenues through the
sale of tickets and service fees and commissions earned in connection with the
sale of tickets, the sale of advertising online and through cooperative
marketing programs and by providing various ancillary services related to the
sale of tickets. In January 2000 we entered into a seven-year agreement with CBS
Corporation providing for $100 million of advertising and promotion of the
Hollywood.com website and $5.3 million in cash in exchange for an approximate
30% equity interest in the Company. In March 2000 CBS Corporation exercised a
warrant to acquire an additional approximate 5% equity interest in the Company
for $5.5 million in cash and $5.5 million in additional promotional advertising.
CBS Corporation merged with and into Viacom Inc. in May 2000.
INTERNET BUSINESSES
HOLLYWOOD.COM. Hollywood.com is a premier entertainment related website
featuring over one million pages of in-depth movie, television and music
content, including movie descriptions and reviews, digitized movie trailers and
photos, movie showtime listings, entertainment news, box office results,
interactive games, movie soundtracks, television listings, concert information,
celebrity profiles and biographies, comprehensive coverage of entertainment
awards shows and film festivals and exclusive video coverage of movie premieres.
We sell banner advertising and sponsorships on Hollywood.com through a
relationship with DoubleClick, Inc. and through an internal advertising staff.
Some of our recent advertisers include Microsoft, Toyota, Universal Studios,
eBay, Procter & Gamble, iVillage, Visa, M&Ms, Destination Films, New Line
Cinema, JC Penny, US Army, Nissan, AT&T, Discovery/TLC, Nextel and Women.com.
-3-
<PAGE>
We promote the Hollywood.com website through our strategic
relationships with CBS and the National Association of Theatre Owners. Through
exclusive contracts with NATO and over 85 of its member theater exhibitors, we
promote the Hollywood.com website to movie audiences by airing trailers about
Hollywood.com before feature films that play in participating theaters and by
displaying posters and other promotional materials in those theaters. In
exchange, we develop and maintain websites for many of the theater exhibitors
that feature their movie showtimes.
In January 2000 we entered into a strategic, seven-year relationship
with CBS that provides for extensive promotion of the Hollywood.com website. CBS
has agreed to provide Hollywood.com with $100 million of promotion across its
full range of media properties, including the CBS television network, CBS owned
and operated television stations, CBS cable networks, Infinity Broadcasting
Corporation's radio stations and outdoor billboards, CBS Internet sites and CBS
syndicated television and radio programs. To supplement our internal sales
efforts, we also have the right to reallocate a portion of each year's
promotional budget and require CBS to sell up to $1.5 million of advertising on
the Hollywood.com and Broadway.com websites. CBS has agreed to include the
Hollywood.com website in all advertising sale programs and presentations that
are appropriate for the sale of advertising on the website. We will pay an 8%
commission on any additional advertising revenues generated by CBS for us in
excess of the $1.5 million guaranteed amount selected by us each year.
BROADWAY.COM. We launched the Broadway.com website on May 1, 2000.
Broadway.com features theater showtimes for virtually all professional live
theater venues in the U.S. as well as London's West End and hundreds of college
and local live theater venues; the ability to purchase Broadway, Off-Broadway
and West End theater tickets online; the latest theater news; interviews with
stage actors and playwrights; opening-night coverage; original theater reviews;
and video excerpts from selected shows. The Broadway.com website 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 also offers a community chat area for users to chat
with fellow users, stage actors, playwrights and reviewers about Broadway and
live theater from around the country and worldwide. Broadway.com generates
revenue from ticket sales, advertising sales and syndication of content to other
companies.
HOLLYWOOD.COM INTERNATIONAL. We have entered into and are pursuing
several strategic relationships geared toward leveraging the Hollywood.com brand
internationally. We entered into an agreement with America Online Latin America,
Inc. in late 1999 pursuant to which we launched Portuguese and Spanish versions
of the Hollywood.com website to be promoted on AOL in countries throughout Latin
America. We launched the br.hollywood.com Portuguese-language website in Brazil
in November 1999 and the mx.hollywood.com and ar.hollywood.com Spanish-language
websites in Mexico and Argentina in May 2000. These websites are tailored to the
local movie-going audience and feature much of the same content that is on
Hollywood.com, including daily entertainment news, movie descriptions and
reviews, movie previews, movie soundtracks, celebrity profiles and biographies
and interactive games. Each of these websites are featured and promoted on the
entertainment channels of both AOL Latin America and El Sitio.com, a Latin
American-based Internet portal.
-4-
<PAGE>
We have entered into an agreement in principle to form a strategic
partnership to distribute Hollywood.com content, in the Chinese language,
throughout China on all new Legend personal computers along with Legend's new
Chinese-language portal, FM365.com.
We have also entered into an agreement in principle to form a strategic
partnership to distribute Hollywood.com content across British Telecom's
multiple Internet platforms, including narrowband ISP, broadband DSL access and
wireless WAP technologies, throughout the United Kingdom.
CINEMASOURCE. CinemaSource is the largest supplier of movie showtimes
to the Internet and compiles movie showtimes for virtually every movie theater
in the United States and Canada, representing approximately 36,000 movie
screens. Since its start in 1995, CinemaSource has substantially increased its
operations and currently provides movie showtime listings to more than 200
different Internet sites and media outlets, including web portals such as
Yahoo!, Excite, Go Network, Ticketmaster/CitySearch, Zip 2, NBCi and iWon.com,
major newspapers such as The New York Times website, usatoday.com, latimes.com,
The Washington Post website, the Boston Globe website, and the Newsday website
and wireless providers such as Sprint PCS and AT&T Wireless.
In addition, CinemaSource recently expanded its syndication business to
include entertainment news, movie reviews, and celebrity biographies. In
addition to charging guaranteed amounts for the data that it provides to its
customers, CinemaSource often shares in the advertising revenue generated by its
customers in connection with the data.
EVENTSOURCE. We launched the EventSource business in mid-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 live theater.
EventSource entered into an agreement with AOL's Digital City in April 2000 to
provide event listings for up to 200 cities nationwide. In addition to Digital
City, other EventSource customers include the websites of The New York Times and
Knight Ridder.
HOLLYWOODPRO. We own and operate the HollywoodPro.com website (formerly
called Baseline), a pay-per-use, subscription website geared to movie
professionals, which we acquired from media analyst Paul Kagan. The HollywoodPro
business maintains one of the most comprehensive movie and television-related
databases and has been in operation for over 15 years. The HollywoodPro.com
website is a comprehensive database of information on over 67,000 films and
television programs, as well as biographies on over one million entertainment
industry professionals. This rich, interactive database is accessible online to
our subscribers and includes credits, synopses, reviews and box office
statistics. HollywoodPro continuously tracks production, distribution, and
exhibition of feature films worldwide, including box office projections,
budgets, and trends. HollywoodPro customers include major movie studios,
investment banks, news agencies, consulting firms and other professionals in the
entertainment industry.
HOLLYWOOD.COM STUDIO STORE. Our online studio store, located at
shopping.hollywood.com features a product line of branded licensed merchandise
including toys, apparel, video games, art, collectibles, movie posters, games,
high tech merchandise and media items. We cross-promote the Hollywood.com studio
-5-
<PAGE>
store to movie and entertainment enthusiasts through banners and links on our
other websites. The website is promoted on numerous affiliate websites,
including latimes.com, usatoday.com, Yahoo!, Excite, nj.com and others. We also
sell a comprehensive collection of merchandise related to current and classic
Broadway shows through the Broadway.com website.
TICKETING BUSINESSES
MOVIETICKETS.COM. MovieTickets.com, a joint venture among
Hollywood.com, AMC Entertainment Inc., and National Amusements, Inc., was
launched in late May 2000. Each of Hollywood.com, AMC Entertainment Inc. and
National Amusements, Inc. owns approximately one-third of the equity of
MovieTickets.com, Inc. and the joint venture has entered into an agreement in
principle for Viacom Inc. to acquire a five percent interest. MovieTickets.com
will be promoted through on-screen advertising on participating exhibitors'
movie screens and through $25 million of CBS advertising and promotion over the
next five years. MovieTickets.com's current exhibitors include AMC Entertainment
Inc., National Amusements, Inc., Famous Players Inc., Marcus Theaters, Muvico
Entertainment and several regional exhibitors. These exhibitors operate theaters
located in all of the top twenty markets and approximately 70% of the top 50
markets in the United States. AMC Entertainment Inc. is the largest movie
theater operator in the United States based on box office sales and Famous
Players generates approximately half of all box office sales in Canada. The
MovieTickets.com website allows users to purchase movie tickets and retrieve
them at "will call" windows or kiosks at theaters. The website also features
movie content from Hollywood.com for all current and future release movies,
movie reviews and synopses, digitized movie trailers and photos, and box office
results. We expect the website to generate its revenues from the sale of
advertising and from service fees charged to users for the purchase of tickets.
THEATRE DIRECT INTERNATIONAL. We acquired Theatre Direct International
(TDI) effective as of September 15, 2000. Founded in 1990, TDI is a live theater
marketing and sales agency serving over 40,000 domestic and international travel
professionals, traveling consumers and New York-area theater patrons. TDI is a
ticketing wholesaler to the travel industry that provides groups and individuals
with access to low-cost tickets and knowledgeable service, covering shows on
Broadway, long running shows Off-Broadway and shows in London. TDI sells tickets
through an 800 number, through SABRE (a travel agent reservation system), via
the Web and by fax. As a marketing agency, TDI represents 11 producers and 16
Broadway shows to the travel industry around the world. The 16 Broadway shows
are Aida, Annie Get Your Gun, Beauty And The Beast, Cabaret, Chicago, Contact,
Fosse, Jekyll And Hyde, Kiss Me Kate, Les Miserables, Rent, Riverdance, Swing,
The Lion King, The Music Man and The Phantom Of The Opera. In addition, TDI's
Education division, Broadway Classroom, markets group tickets to schools across
the country. TDI's offline ticketing service complements the online ticketing
services available on Broadway.com. Since its launch on May 1, Broadway.com has
utilized TDI as its ticket supplier. The combined companies will provide live
theater ticketing and related content for over 100 shows and over 200 venues in
multiple markets to a customer base consisting of over 40,000 travel agencies,
tour operators, corporations and educational institutions, in addition to
numerous newspapers and web sites.
-6-
<PAGE>
INTELLECTUAL PROPERTIES BUSINESS
INTELLECTUAL PROPERTIES. Our intellectual properties division owns the
exclusive rights to intellectual properties, which are complete stories and
ideas for stories, created by best-selling authors and media celebrities. Some
examples of our intellectual properties are Leonard Nimoy's Primortals, Mickey
Spillane's Mike Danger and Anne McCaffrey's Acorna the Unicorn Girl. We license
rights to our intellectual properties to companies such as book publishers, film
and television studios, multi-media software companies and producers of other
products. These licensees develop books, television series and other products
based on the intellectual properties licensed from us. 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, the Company and C.P. Group Inc., entered
into an agreement to form NetCo Partners. NetCo Partners is engaged in the
publishing and licensing of entertainment properties, including Tom Clancy's
NetForce.
The Company and C.P. Group are each 50% partners in NetCo Partners. Tom
Clancy owns 50% 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 the
Company 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. NetCo Partners continues to own Tom Clancy's NetForce and,
in accordance with the terms of the partnership agreement, the other properties
have reverted back to the Company.
Pursuant to the terms of the NetCo Partners Joint Venture Agreement,
the Company is responsible for developing, producing, manufacturing,
advertising, promoting, marketing and distributing NetCo Partners' illustrated
novels and related products and for advancing all costs incurred in connection
therewith. All amounts advanced by the Company to fund NetCo Partners'
operations are treated as capital contributions of the Company and the Company
is entitled to a return of such capital contributions before distributions of
cash flow are split equally between the Company and C.P. Group.
BOOK DEVELOPMENT AND BOOK LICENSING. Our intellectual properties
division also includes a book development and book licensing operation through
our 51% owned subsidiary, Tekno Books, that develops and executes book projects,
typically with best-selling authors. Tekno Books has worked with approximately
50 New York Times best-selling authors, including Tom Clancy, Jonathan
Kellerman, Dean Koontz, Tony Hillerman, Robert Ludlum and Scott Turow, and
numerous media celebrities, including David Copperfield, Louis Rukeyser and
Willard Scott. Our intellectual properties division has licensed books for
publication with more than 60 book publishers, including HarperCollins, Bantam
Doubleday Dell, Random House, Simon & Schuster, Penguin Putnum and Warner Books.
The book development and book licensing division has a library of more than
1,100 books. The Chief Executive Officer of Tekno Books, Dr. Martin H.
Greenberg, is also a director of the Company and owner of the remaining 49%
interest in Tekno Books.
Tekno Books also owns a 50% interest in Mystery Scene Magazine, a trade
journal of the mystery genre of which Dr. Greenberg is co-publisher. During
1995, the Company directly acquired an additional 25% interest in the magazine.
-7-
<PAGE>
The Company is currently working to develop an area on the Hollywood.com website
initially dedicated to mysteries. Management believes that this is an example of
one of the many synergistic opportunities between the Company's Internet and
publishing businesses.
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. "Forward-looking statements" are not based on historical facts
and are typically phrased using words such as "may," "will," "should," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "pro forma" or
"continue" and similar expressions or variations. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements anticipated, expressed or implied by such forward-looking
statements. Such factors include, among others, those discussed in the "Risks of
Investing in Our Shares" section as well as those discussed elsewhere in this
prospectus and in our 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.
Additionally, we do not undertake any responsibility to update you on the
occurrence of unanticipated events which may cause actual results to differ from
those expressed or implied by these forward-looking statements. 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.
RISKS OF INVESTING IN OUR SHARES
THE SHARES OFFERED 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.
WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. WE ANTICIPATE
FURTHER LOSSES IN THE FUTURE AND 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, 1999, 1998 and 1997 we had net losses of
approximately $24.7 million, $10.7 million and $3.0 million, respectively. In
the six months ended June 30, 2000, we had a net loss of approximately $20.9
million. As of June 30, 2000, we had an accumulated deficit of approximately
$81.9 million. We expect to incur additional losses during the next several
years while we continue to grow our businesses. Our future success will depend
on the continued growth in the use of the Internet in general and our web sites
in particular and our ability to generate advertising, syndication and ticketing
revenues.
-8-
<PAGE>
In addition, our Internet operating results may fluctuate significantly
in the future as a result of a variety of factors, including:
o the level of Internet usage generally and the level of traffic on our web
sites in particular;
o supply and demand for Internet advertising;
o seasonal trends in Internet usage, Internet sales and advertising
placements;
o the addition or loss of advertisers;
o our ability to enter into or renew strategic relationships and agreements
with popular media and entertainment organizations, web sites and media
celebrities;
o the amount and timing of our marketing expenditures and other costs
relating to the expansion of our Internet operations;
o price competition or pricing changes in the industry;
o new products, web sites or Internet services introduced by us or our
competitors;
o technical difficulties, security concerns or system downtime affecting the
Internet generally or the operation of our web site in particular; and
o general economic conditions and economic conditions specific to the
Internet, electronic commerce and online media.
As a result, our operating results for any particular period may not
accurately predict our future operating results.
WE MAY REQUIRE ADDITIONAL CAPITAL TO FINANCE OUR OPERATIONS AND THERE
CAN BE NO ASSURANCE THAT ADDITIONAL FINANCING WILL BE AVAILABLE
We have required substantial financing to fund our acquisitions and
growth and we expect to continue to require additional financing for marketing
and promotional activities, to fund our growth plan and for working capital. Our
current operating plans and assumptions indicate that anticipated cash flows
when combined with cash on hand and other potential sources of capital will be
enough to meet our working capital requirements for the next twelve months. If
plans change or our assumptions prove to be inaccurate, we may need to seek
further financing or curtail our operations. Our long-term financial success
depends on our ability to generate enough revenue to offset operating expenses.
To the extent we do not generate sufficient revenues to offset expenses we will
require further financing to fund our ongoing operations. We cannot assure you
that any additional financing will be available or if available, that it will be
on favorable terms.
WE HAVE A LIMITED OPERATING HISTORY AS PRIMARILY AN INTERNET AND
TICKETING BUSINESS AND MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR CURRENT
OPERATING PLAN.
We have been operating our Internet business since November 1998.
Historically, we generated substantially all of our revenues from the operation
of our mall-based retail stores and our intellectual properties operations. We
closed all of our mall-based retail stores during 1999. We are currently
primarily relying on revenues from our web site, syndication and ticketing
operations, which are relatively new and whose revenues remain uncertain. You
should consider our prospects in light of the risks, expenses and difficulties
we may encounter as an early stage company in the rapidly evolving Internet
industry. These risks include our ability:
o to maintain our current business-to-business syndication customers and to
add new syndication customers;
o to increase awareness of our brand names, increase the number of users of
our web sites and increase user loyalty;
-9-
<PAGE>
o to increase syndication, advertising and ticketing revenues to cover
operating expenses;
o to compete effectively;
o to continue to obtain creative and innovative content for our web sites;
and
o to continue to maintain and enhance our strategic relationships with other
media and entertainment organizations.
Because we expect an increasing percentage of our revenues to be
derived from our Internet and ticketing operations, our past operating results
may not be indicative of our future results.
WE MUST MANAGE OUR GROWTH IN ORDER TO ACHIEVE THE DESIRED RESULTS.
We have significantly expanded our Internet and ticketing operations
over the past two years through our acquisitions of the businesses of
hollywood.com, Inc., CinemaSource, Inc., Baseline II, Inc., BroadwayTheater.com,
Inc. and Theatre Direct NY, Inc. and through the launch of Broadway.com,
MovieTickets.com and our Portuguese and Spanish-language sites in Brazil,
Argentina and Mexico. 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 difficulty assimilating the operations, technology and personnel of the
combined companies;
o disruption of our ongoing business;
o increased marketing and advertising expenses to promote new ventures;
o problems retaining key technical and managerial personnel;
o the availability of financing to make acquisitions;
o expenses associated with amortization of goodwill and other purchased
intangible assets;
o additional operating losses and expenses of acquired businesses; and
o impairment of relationships with existing employees, customers and business
partners.
We may not succeed in addressing these risks. In addition, some of our
new businesses may incur operating losses. 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 be adversely
impacted.
WE ARE DEPENDENT ON OUR ABILITY TO DEVELOP STRATEGIC RELATIONSHIPS WITH
MEDIA AND ENTERTAINMENT ORGANIZATIONS.
The success of our Internet operations are dependent in part on our
ability to enter into and renew strategic relationships and agreements with
media and entertainment organizations. Examples of such relationships include
our advertising and promotion agreement with Viacom/CBS and our agreement with
the National Association of Theatre Owners pursuant to which we are able to
promote the Hollywood.com web site in member movie theaters throughout the
country through mid-2001. 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 one or more of the people who have developed
relationships with the best-selling authors and media celebrities who create our
intellectual properties. Similarly, our business could be harmed if those
relationships change or if we do not develop new relationships.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
The market for Internet services and products is relatively new,
intensely competitive and rapidly changing. Since the Internet's
-10-
<PAGE>
commercialization in the early 1990s, the number of web sites on the Internet
competing for consumers' attention and spending has expanded, and we expect that
competition will continue to intensify. Competition could result in less user
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
of market share, any of which could have a material adverse effect on our
business, results of operations and financial condition.
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 movie goers, such as Film.com, IMDb.com and MovieFone.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 E Online
and Entertainment Weekly Online;
o traditional movie and entertainment organizations and vendors of
entertainment merchandise and products, including conventional retail
stores and catalog retailers, many of which have established web sites,
including Disney and Warner Brothers; and
o general purpose consumer online services such as Yahoo!, America Online and
the Microsoft Network, each of which provides movie-related information and
services.
Our ability to compete depends on many factors, many of which are
outside of our control. These factors include the quality of information
contained on our web site and on our competitors' web sites, the ease of use of
services developed either by us or by our competitors, the timing and market
acceptance of new and enhanced services developed either by us or by our
competitors, and sales and marketing efforts by us and our competitors.
Based on our review of publicly available documents, we believe some of
our existing competitors, 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 materially and adversely affect our
business, results of operations and financial condition. In addition, as we
expand internationally, we may face new competition. 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 have a material
adverse effect on our business, results of operations and financial condition.
OUR OPERATIONS COULD BE NEGATIVELY IMPACTED BY SYSTEMS INTERRUPTIONS.
The hardware and software used in our Internet 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. We do not currently have a formal system
-11-
<PAGE>
disaster recovery plan. 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 viewers to our web sites and our advertising revenues
could decline.
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.
WE MAY NOT BE ABLE TO ADAPT AS INTERNET TECHNOLOGIES AND CUSTOMER
DEMANDS CONTINUE TO EVOLVE.
To be successful, we must adapt to rapidly changing Internet
technologies by continually enhancing our web sites and introducing new services
to address our customers' changing demands. We could incur substantial costs if
we need to modify our services or infrastructure in order to adapt to changes
affecting providers of Internet services. Our business, results of operations
and financial condition would be adversely affected if we incurred significant
costs to adapt, or if we cannot adapt to these changes.
GOVERNMENT REGULATION OF THE INTERNET COULD IMPACT OUR BUSINESS.
Federal and state governments have recently adopted many new laws and
regulations directly applicable to the Internet. In addition, laws and
regulations may be adopted in the future that further address issues such as
user privacy, pricing, taxation, content, copyrights, advertising, and the
characteristics and quality of products and services. Although we endeavor to
comply with all applicable laws and regulations, as new laws are adopted there
is a risk that we will not be in full compliance. Any new laws or regulations
relating to the Internet could also hurt our business.
WE MAY NOT BE ABLE TO ACQUIRE OR MAINTAIN EFFECTIVE WEB ADDRESSES.
We hold rights to more than 150 web domain names, including
"hollywood.com," "hollywood.net," "broadway.com," "musicsite.com" and
"showtimes.com." Governmental agencies typically regulate domain names. These
regulations are subject to change. We may not be able to acquire or maintain
appropriate domain names in all countries in which we plan to do business.
Furthermore, regulations governing domain names may not protect our trademarks
and similar proprietary rights. We may be unable to prevent third parties from
acquiring domain names that are similar to, infringe upon or diminish the value
of our trademarks and other proprietary rights. In addition, we may not be able
to secure the rights to appropriate domains using new top level domains that are
developed and marketed from time to time, such as ".cc."
WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR PROPRIETARY RIGHTS.
Our business could be hurt if we are unable to protect our rights in
our intellectual properties, which are the principal assets of our intellectual
property division. We have filed federal trademark registration applications for
our trademarks and filed applications for trademark and copyright protection for
-12-
<PAGE>
each of our intellectual properties. Although we now have 43 U.S. registered
trademarks and approximately 50 trademark applications are pending, we cannot be
sure that any additional applications will be approved, or that we will have the
resources necessary to enforce our proprietary rights against infringement by
others.
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. Their
employment agreements 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." Termination without "cause" entitles each to receive
his or her salary for the remainder of the term of employment.
There is intense competition for qualified personnel in our industry
and the limited availability of qualified individuals could become an issue of
increasing concern in the future. Our future success will be dependent upon our
ability to attract and retain qualified and creative key management personnel.
VIACOM INC. BENEFICIALLY OWNS APPROXIMATELY 32% OF OUR COMMON STOCK AND
ITS INTERESTS MAY DIFFER FROM YOURS.
Viacom Inc.'s significant equity interest in us and other rights we
have granted to Viacom could delay or prevent a merger or other transaction
involving a change of control of us that could be beneficial to you. Viacom
beneficially owns approximately 32% of our outstanding common stock. Viacom also
currently has the right to nominate two individuals for election to our board of
directors. If we issue common stock or securities convertible into common stock
in the future, Viacom will, with some exceptions, have the right to purchase for
cash securities from us so it can maintain its percentage ownership. As a result
of its equity interest in us and its right to nominate individuals for election
to our board, Viacom may be able to influence our management and affairs.
THE ACCOUNTING TREATMENT OF VIACOM INC.'S INVESTMENT IN US WILL RESULT
IN FUTURE NON-CASH EXPENSES ON OUR INCOME STATEMENT.
Viacom Inc.'s commitment to provide $105.5 million of advertising,
promotion and content for our Hollywood.com and Broadway.com web sites is
recorded as an asset on our balance sheet. The original amount of the asset was
approximately $137 million, the fair market value of the common stock issued to
Viacom in exchange for the $105.5 million of advertising and $10.8 million in
cash. As we receive the advertising, promotion and content from Viacom over the
seven-year term of the agreements, we will record a non-cash expense on our
income statement in an amount equal to the value paid for the advertising,
promotion and content received. We currently expect to record an average expense
of approximately $19.6 million per year to reflect the value of the advertising,
promotion and content expected to be received each year during the seven-year
term. This expense will result in a net loss to us to the extent our revenues do
not increase by an amount at least equal to the amount of the expense.
RISKS RELATED TO THIS OFFERING
OUR STOCK PRICE IS VOLATILE.
The trading price of our common stock has and may continue to fluctuate
significantly. During the past 12 months, the trading price for our common stock
-13-
<PAGE>
on the Nasdaq Stock Market has ranged from $5.375 to $24.50 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
adversely affect the price of our stock, regardless of our operating
performance.
OUR STOCK PRICE MAY BE HURT IF THE NUMBER OF INVESTORS SEEKING TO SELL
SHARES OF OUR COMMON STOCK IN THE PUBLIC MARKET INCREASES.
As of the date of this prospectus, approximately 13.8 million shares of
our common stock, representing approximately 56% of our outstanding shares of
common stock, constitute "restricted securities" as defined in Rule 144 under
the Securities Act. Most of these shares are subject to agreements with the
Company permitting the holders thereof to demand that the Company register the
shares for resale under the Securities Act. This will permit the sale of
registered shares of common stock in the open market or in privately negotiated
transactions without compliance with the requirements of Rule 144. We are unable
to estimate the amount, timing or nature of future sales of outstanding common
stock. Sales of substantial amounts of our common stock in the public market
following this offering could adversely affect the market price for our common
stock. 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.
OUR COMMON STOCK PRICE MAY BE HURT BY THE EFFECTS OF OUTSTANDING
OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES.
As of the date of this prospectus, we have options and warrants
outstanding for the purchase of an aggregate of approximately 3.9 million shares
of our common stock with an average exercise price of approximately $13.65, and
we plan to issue additional options from time to time to our employees and
directors. Exercise of these options and warrants will cause dilution to
existing shareholders. As long as these options and warrants remain unexercised
or are not converted, the terms under which we can obtain additional capital may
be adversely affected. Moreover, the holders of the options and warrants may
exercise or convert them at a time when we are attempting to obtain needed
capital by a new offering of our securities on terms more favorable than those
provided by these securities.
In connection with our financing on August 22, 2000, we issued
adjustment warrants to certain selling shareholders. If at the conclusion of any
of ten adjustment periods specified in the warrants, the average of the five
lowest volume weighted average prices of the common stock during the final
fifteen days of the adjustment period is below $9.63, the Company will be
obligated to issue additional shares to those selling shareholders upon their
exercise of the adjustment warrants. The precise number of shares of common
stock, if any, which will be issued will be determined in accordance with a
formula as set forth in the adjustment warrant.
Additionally, our board of directors may, without shareholder approval,
issue additional shares of preferred stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock.
-14-
<PAGE>
THERE ARE RISKS THAT MAY MAKE IT DIFFICULT FOR US TO ACHIEVE THE
OUTCOMES PREDICTED IN OUR FORWARD-LOOKING STATEMENTS.
Many of the statements included in this prospectus and in the documents
incorporated by reference in this prospectus, including the description of our
plans, strategies, pending or possible acquisitions and financing plans, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Our actual
future performance could differ materially from these forward-looking statements
or that are otherwise made by us or on our behalf. "Forward-looking statements"
are not based on historical facts and are typically phrased using words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate"
or "continue" and similar expressions or variations.
Important factors that could cause actual results to differ materially
from our expectations include those risks identified under this "Risk of
Investing in Our Shares" section, well as those discussed elsewhere in this
prospectus and in our filings with the Securities and Exchange Commission. We
caution you not to place undue reliance on these forward-looking statements. All
written and oral forward-looking statements attributable to us or persons acting
on our behalf are qualified in their entirety by these cautionary statements.
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 ranging from $530,400 to $600,000 upon the exercise of the
warrants for which we are registering the underlying shares of common stock. We
estimate we will spend approximately $22,000 in registering the offered shares.
SELLING SHAREHOLDERS
We are registering all 1,887,056 shares covered by this prospectus on
behalf of the selling shareholders named in the table below. We issued all of
the shares and the warrants exercisable for shares to the selling shareholders
in private placement transactions. 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.
As of September 29, 2000, we entered into a purchase agreement with US
Trust Company of New York, as agent, Joseph Stein Jr. IRA, Paul Kagan, Fred B.
Tarter, Granite Capital, LP and Mitchell Rubenstein, pursuant to which, among
other things, we issued an aggregate of 733,696 shares of common stock and we
are required to register all 733,696 shares of common stock. If we do not file
this registration statement on or prior to the required filing date agreed upon
in the purchase agreement or if this registration statement is not declared
effective by the Securities and Exchange Commission on or prior to the required
effective date agreed upon in the purchase agreement, we are required to pay
each accredited investor noted above, as stipulated damages intended to
compensate such accredited investors for the incremental costs and investment
risks associated with holding any of the shares of common stock as restricted
securities, a fee for each day of such delay equal to 0.0333% of the respective
-15-
<PAGE>
purchase price to be paid by each such accredited investor for the respective
shares to be purchased by it in accordance with the purchase agreement. We are
obligated to pay such late fee in cash on the earlier of (i) the end of each
30-day period of such delay or (ii) the filing of the registration statement or
the notification by the SEC to us that the registration statement has become
effective, whichever is applicable. In connection with the private placement
described above, the Company entered into an agreement with Wasserstein Perella
& Co., Inc., pursuant to which, the Company has agreed to pay Wasserstein
Perella $318,750, which is payable, at the election of Wasserstein Perella,
either entirely in shares of common stock of the Company or up to fifty percent
(50%) in cash and the balance in shares of common stock of the Company.
Wasserstein Perella has elected to receive fifty percent (50%) in cash and the
balance in shares of common stock of the Company.
On August 22, 2000, we issued an aggregate of 358,423 shares of common
stock to Westgate International, L.P. and Elliott Associates, L.P., each an
accredited investor, for a total purchase price of $3,000,000 in cash. These
investors also received warrants to acquire an aggregate of 60,000 shares of
common stock at a price of $10.00 per share. If these investors hold at least
seventy-five percent of the shares of common stock issued to them in the
transaction on the six-month anniversary of the effective date of a registration
statement in respect of the shares, the exercise price of the warrants will be
decreased to $8.84. We also issued adjustment warrants to these investors. The
right to purchase additional shares under the adjustment warrants will be
determined at the conclusion of ten adjustment periods in accordance with the
terms of those adjustment warrants. If the average of the five lowest volume
weighted average prices of the common stock during the final fifteen days of an
adjustment period is below $9.63, the Company will be obligated to issue
additional shares to those selling shareholders for no additional consideration.
The precise number of shares of common stock, if any, which will be issued will
be determined in accordance with a formula set forth in the adjustment warrants.
In connection with the private placement described in the previous
paragraph, we entered into a registration rights agreement with Westgate and
Elliott. That agreement requires that we register 1,018,423 of the shares of
common stock covered by this prospectus. We will prepare and file such
amendments and supplements to the registration statement as may be necessary in
accordance with the Securities Act, and the rules and regulations promulgated
thereunder. We are subject to compensatory payments if we do not fulfill our
obligations under the registration rights agreement. For example, our stock must
be listed and quoted on the Nasdaq National Market System and the registration
statement covering the resale of the common stock issued or issuable upon
exercise of the warrants must be effective. The potential compensatory payments
generally consists of a cash payments equal to approximately 1% of the aggregate
purchase price of the purchased shares of common stock for the first 30 days
that we fail to satisfy our obligations and 2% for each 30 day period
thereafter. The investors may also demand redemption of the warrants if we do
not satisfy certain of our obligations under the registration rights agreement.
The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling shareholders as of the
date of this prospectus.
-16-
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL
OWNERSHIP OF COMMON OWNERSHIP OF COMMON
STOCK BEFORE OFFERING NUMBER OF STOCK AFTER OFFERING
------------------------ SHARES BEING ------------------------
SELLING SHAREHOLDERS NUMBER PERCENTAGE OFFERED NUMBER PERCENTAGE
-------------------------------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Elliott Associates, LP.................. 509,212(1) 2.1% 509,212(1) - -
Westgate International, L.P............. 509,211(2) 2.1% 509,211(2) - -
US Trust Company of New York, as agent.. 402,087 1.7% 402,087 - -
Mitchell Rubenstein..................... 2,378,853(3) 9.5% 125,001 2,253,852 9.0%
Martin Ergas............................ 100,200 * 100,000 200 *
Paul Kagan.............................. 797,486(4) 3.3% 86,956 710,530 2.9%
Granite Capital, L.P.................... 125,906 * 86,956 38,950 *
Wasserstein Perella & Co., Inc.......... 176,973(5) * 27,769 149,204 *
Fred B. Tarter.......................... 26,087 * 26,087 - -
Trinity Capital Advisors, Inc........... 7,168 * 7,168 - -
Joseph Stein, Jr. IRA................... 13,048 * 6,609 6,439 *
</TABLE>
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 below.
Through an entity with whom he is affiliated, Paul Kagan manages
certain publications and databases owned by the Company and is entitled to
receive a management fee from the operating cash flow generated by such
business. The 100,000 shares registered hereunder in the name of Martin Ergas
were issued to Mr. Ergas by the Company in February 2000 to reacquire franchise
rights purchased by Mr. Ergas in connection with the Company's retail business,
which was closed in December 1999.
Mitchell Rubenstein is the Chairman of the Board and Chief Executive
Officer of the Company. In addition, during the first quarter of 1999, Mitchell
Rubenstein and Laurie S. Silvers, the Company's Vice Chairman and President,
agreed to increase their previously extended $1.1 million unsecured line of
credit facility to the Company to $5.5 million to enable the Company to meet its
working capital requirements for the balance of 1999. The interest rate on the
line of credit was set at the JP Morgan Bank prime rate of interest. This
commitment terminated in accordance with its terms during the second quarter of
1999 as a result of the Company raising in excess of $5.5 million from other
sources for working capital purposes. During the second quarter of 2000,
Mitchell Rubenstein and Laurie S. Silvers provided a $2,050,000 unsecured line
of credit facility to the Company. The Company drew upon this line of credit in
the second quarter of 2000 to enable the Company to meet its obligation to lend
to a former shareholder of CinemaSource funds to pay a portion of the
shareholder's taxes resulting from the sale of CinemaSource to the Company, and
again in the third quarter of 2000. The loans were repaid in full and there were
-17-
<PAGE>
no borrowings by the Company under the line of credit as of the date of this
prospectus.
-------------------------
*Less than 1%.
(1) Represents (i) 179,212 shares of common stock that are held directly,
(ii) 30,000 shares of common stock that are issuable upon exercise of a
warrant having an exercise price of $10.00 per share; provided, however,
that if the investor holds at least seventy-five percent of the shares of
common stock issued to it on the six-month anniversary of the effective
date of this registration statement, the exercise price of the warrants
will be decreased to $8.84, and (iii) 300,000 shares of common stock
which may be issuable upon exercise of an adjustment warrant.
(2) Represents (i) 179,211 shares of common stock that are held directly,
(ii) 30,000 shares of common stock that are issuable upon exercise of a
warrant having an exercise price of $10.00 per share; provided, however,
that if the investor holds at least seventy-five percent of the shares of
common stock issued to it on the six-month anniversary of the effective
date of this registration statement, the exercise price of the warrants
will be decreased to $8.84, and (iii) 300,000 shares of common stock
which may be issuable upon exercise of an adjustment warrant.
(3) Represents 1,468,853 shares that are held directly and 910,000 shares
that are issuable upon exercise of options and warrants having exercise
prices ranging from $5.00 to $21.09. 455,000 of such options are held
indirectly by Mr. Rubenstein through his spouse, Laurie S. Silvers.
(4) Represents 742,751 shares of common stock that are held directly and
54,735 shares of common stock that are issuable upon exercise of a
warrant having an exercise price of $18.27 per share.
(5) Represents 62,773 shares of common stock that are held directly and
100,000 shares that are issuable upon exercise of a warrant having an
exercise price of $11, and 14,200 shares that are issuable upon exercise
of a warrant having an exercise price of $21.
HOW THE SHARES MAY BE DISTRIBUTED
The selling shareholders may sell their shares of common stock from
time to time in various ways and at various prices. Some of the methods by which
the selling shareholders may sell their shares include:
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o block trades in which the broker or 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 or dealer as principal and resale by
that broker or dealer for the selling shareholder's account
under this prospectus;
o sales under Rule 144 rather than by using this prospectus;
o a combination of any of these methods of sale; and
-18-
<PAGE>
o any other legally permitted method.
The applicable sales price may be affected by the type of transaction.
The selling shareholders may also pledge their shares as collateral for
a margin loan under their customer agreements with their brokers. If there is a
default by the selling shareholders, the brokers may offer and sell the pledged
shares.
Brokers or dealers may receive commissions or discounts from the
selling shareholders (or, if the broker-dealer acts as agent for the purchaser
of the shares, from that purchaser) in amounts to be negotiated. These
commissions are not expected to exceed those customary in the types of
transactions involved.
We cannot estimate at the present time the amount of commissions or
discounts, if any, that will be paid by the selling shareholders in connection
with sales of the shares.
The selling shareholders and any broker-dealers or agents that
participate with the selling shareholders in sales of the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In that event, any commissions received by the 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.
From time to time, one or more of the selling shareholders may pledge,
hypothecate or grant a security interest in some or all of the shares owned by
them. The pledgees, secured parties or persons to whom such securities have been
hypothecated will, upon foreclosure in the event of default, be deemed to be
selling shareholders. The number of a selling shareholder's shares offered under
this prospectus will decrease as and when it takes such actions. The plan of
distribution for such selling shareholder's shares will otherwise remain
unchanged. In addition, a selling shareholder may, from time to time, sell short
our common stock, and, in such instances, this prospectus may be delivered in
connection with such short sales and the shares offered under this prospectus
may be used to cover short sales.
A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with such selling
shareholder, including, without limitation, in connection with distributions of
the common stock by such broker-dealers. A selling shareholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the shares offered hereby to the broker-dealers, who may then resell or
otherwise transfer such shares. A selling shareholder may also loan or pledge
the shares offered hereby to a broker-dealer and the broker-dealer may sell the
shares offered hereby so loaned or upon a default may sell or otherwise transfer
the pledged shares offered hereby.
Under the securities laws of certain states, the shares may be sold in
those states only through registered or licensed broker-dealers. In addition,
the shares may not be sold unless the shares have been registered or qualified
for sale in the relevant state or unless the shares qualify for an exemption
from registration or qualification.
-19-
<PAGE>
We have agreed to pay all fees and expenses incident to the
registration of the shares, including certain fees and disbursements of counsel
to the selling shareholders. We have agreed to indemnify the selling
shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Certain of the selling shareholders have also agreed to indemnify us,
our directors, officers, agents and representatives against certain liabilities,
including certain 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.
We have agreed with the selling shareholders to keep the registration
statement of which this prospectus is a part effective for a period of at least
two years from the date the registration statement has become effective or such
shorter period as will terminate when all the shares registered under the
registration statement have been resold.
OUR CAPITAL STOCK
SHARES AUTHORIZED AND OUTSTANDING
Our second amended and restated articles of incorporation, as amended,
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 November 3, 2000, 24,271,054 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.
-20-
<PAGE>
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.
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. The specific preferential rights of our various current
types of preferred stock are described below.
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 already 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 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 Second 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
the Company 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
-21-
<PAGE>
Stock, at a price of $100.00 per one one-thousandth (1/1,000)
of a share, subject to certain adjustments. 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 the Company 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 the Company'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 the Company'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
the Company, be evidenced by depositary receipts. The Company
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 the
Company'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 the Company'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.
-22-
<PAGE>
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.
LEGAL OPINION
W. Robert Shearer, General Counsel and Senior Vice President of the
Company, is giving an opinion regarding the validity of the offered shares.
EXPERTS
The audited financial statements incorporated by reference in this prospectus
from the Company's Annual Report on Form 10-K405 for the year ended December 31,
1999 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
-23-
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (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. You may also inspect our filings at the regional offices of the SEC
located at 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. 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 and 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:
(a) Our Annual Report on Form 10-K405 for the fiscal year ended
December 31, 1999, filed with the Securities and Exchange
Commission on March 31, 2000;
(b) Our Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000 and June 30, 2000;
(c) Our Current Reports on Form 8-K filed with the Securities and
Exchange Commission on August 29, 2000 and October 5, 2000;
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 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
-24-
<PAGE>
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 request, a copy of any or all of the information
incorporated herein by reference. 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.com, Inc., 2255 Glades Road, Suite 237 West,
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. Neither any
underwriter nor we has 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.
-25-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
-------------------------------------------
Hollywood.com, Inc. (the "Company") estimates that its expenses in
connection with this registration statement will be as follows:
Securities and Exchange Commission registration fee...... $2,553
Legal fees and expenses.................................. 10,000
Accounting fees and expenses............................. 6,500
Miscellaneous............................................ 5,000
-------
Total........................................... $24,053
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company has authority under Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") to indemnify its directors and officers to
the extent provided for in the FBCA. The Company's Second Amended and Restated
Articles of Incorporation provide that the Company shall indemnify and may
insure its officers and directors to the fullest extent permitted by law. The
Company may from time to time enter into agreements with each of its directors
and executive officers wherein it may agree to indemnify each of them to the
fullest extent permitted by law.
The provisions of the FBCA that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Florida law. In addition, each director will continue to
be subject to liability for (a) violations of criminal laws, unless the director
had reasonable cause to believe his conduct was lawful or had no reasonable
cause to believe his conduct was unlawful, (b) deriving an improper personal
benefit from a transaction, (c) voting for or assenting to an unlawful
distribution, and (d) willful misconduct or conscious disregard for the best
interests of the Company in a proceeding by or in the right of the Company to
procure a judgment in its favor or in a proceeding by or in the right of a
shareholder. The statute does not affect a director's responsibilities under any
other law, such as the federal securities laws. The effect of the foregoing is
to require the Company to indemnify the officers and directors of the Company
for any claim arising against such persons in their official capacities if such
person acted in good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Pursuant to certain registration rights agreements, each of the Company
and certain of the selling shareholders has agreed to indemnify the others and
their directors, officers, agents and representatives (and with respect to the
indemnification by the Company, any underwriters) against certain civil
II-1
<PAGE>
liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
ITEM 16. EXHIBITS.
---------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Registrant's Second Amended and Restated Articles of Incorporation(1)
4.2 Registrant's Bylaws(2)
4.3 Form of common stock Certificate(2)
4.4 Rights Agreement dated as of August 23, 1996 between the Company and
American Stock Transfer & Trust Company, as Rights Agent(3)
5.1 Opinion and Consent of Counsel
10.1 Common stock Investment Agreement dated as of August 22, 2000 among
Registrant, Elliott Associates, L.P. and Westgate International,
L.P.(4)
10.2 Registration Rights Agreement dated August 22, 2000 among Registrant,
Elliott Associates, L.P. and Westgate International, L.P. (5)
10.3 Common stock Adjustment Warrant dated August 22, 2000 between
Registrant and Elliott Associates, L.P. (6)
10.4 Common stock Adjustment Warrant dated August 22, 2000 between
Registrant and Westgate International, L.P. (7)
10.5 Common stock Purchase Warrant dated August 22, 2000 between Registrant
and Elliott Associates, L.P. (8)
10.6 Common stock Purchase Warrant dated August 22, 2000 between Registrant
and Westgate International, L.P. (9)
10.7 Purchase Agreement dated September 29, 2000 between Registrant and the
purchasers whose names are set forth on Annex 1 thereto.(10)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
this registration statement)
24.1 Power of Attorney (included on signature pages to the registration
statemeent as originally filed)(11)
-------------------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Annual Report on Form 10-K405 for the fiscal year ended December 31,
1999, filed with the Commission on March 31, 2000.
(2) Incorporated by reference to the exhibit filed with the Company's
registration statement on Form SB-2 (No. 33-69294).
(3) Incorporated by reference to Exhibit 1 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on October 20,
1999.
(4) Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(5) Incorporated by reference to Exhibit 10.2 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(6) Incorporated by reference to Exhibit 10.3 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(7) Incorporated by reference to Exhibit 10.4 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(8) Incorporated by reference to Exhibit 10.5 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(9) Incorporated by reference to Exhibit 10.6 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on August 29,
2000.
(10) Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Current Report on Form 8-K filed with the Commission on October 5,
2000.
<PAGE>
(11) Previously filed.
ITEM 17. UNDERTAKINGS.
-------------
(a) RULE 415 OFFERING. The undersigned Registrant hereby
undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) REQUEST FOR ACCELERATION OF EFFECTIVE DATE. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
(c) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(d) The undersigned Registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities
act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
(ii) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Boca Raton, State of Florida, on this 6th day of
November, 2000.
HOLLYWOOD.COM, INC.
By:/s/ Mitchell Rubenstein
--------------------------------------
Mitchell Rubenstein
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mitchell Rubenstein Chairman of the Board, and November 6, 2000
--------------------------------------- Chief Executive Officer
Mitchell Rubenstein (Principal financial and
accounting officer)
* Vice Chairman of the Board, November 6, 2000
---------------------------------------- President and Secretary
Laurie Silvers
* Chief Executive Officer of November 6, 2000
---------------------------------------- Tekno Books and Director
Dr. Martin H. Greenberg
* Director November 6, 2000
----------------------------------------
Harry T. Hoffman
* Director November 6, 2000
----------------------------------------
Jules L. Plangere, Jr.
* Director November 6, 2000
----------------------------------------
Deborah J. Simon
* Director November 6, 2000
----------------------------------------
Mitchell Semel
<PAGE>
* Director November 6, 2000
----------------------------------------
David Williams
* Director November 6, 2000
----------------------------------------
Russell I. Pillar
</TABLE>
* By Mitchell Rubenstein as attorney-in-fact.
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
5.1 Opinion and Consent of Counsel
23.1 Consent of Arthur Andersen LLP
II-1
