As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 Telephone No. (561) 998-8000
code, of registrant's Facsimile No. (561) 998-2974
principal offices) --------------------------------
(Name, address, including zip
code, and telephone number,
including area code,
of agent for service)
1993 STOCK OPTION PLAN, AS AMENDED, AND
DIRECTORS STOCK OPTION PLAN
-----------------
(Full title of the plans)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount Of
Title of Securities 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,
$.01 PAR VALUE 2,000,000 $ 7.532 $ 15,064,000 $ 3,976.90
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(1) This Registration Statement covers shares of common stock, par value
$.01 per share ("Common Stock") of Hollywood.com, Inc., a Florida
corporation (the "Registrant") that may be offered or sold pursuant
to the Hollywood.com, Inc. 1993 Stock Option Plan, as amended (the
"Plan"). In addition, pursuant to Rule 416 under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration
Statement also includes an indeterminate number of additional shares
of Common Stock that may be offered, issued, or sold pursuant to the
Plan as a result of stock splits, stock dividends, anti-dilution
provisions or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of $7.532 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 August 29, 2000.
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Form S-8 Pursuant to General Instruction E
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E to Form S-8, the Registrant
hereby incorporates by reference the contents of its Form S-8 registration
statement, Commission file no. 333-14659, filed October 23, 1996. This
Registration Statement is being filed for the purpose of registering an
additional 2,000,000 shares of the Registrant's Common Stock for possible grant
under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
----------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Introductory Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
(a) 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;
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000, filed with the Commission on
August 14, 2000;
(c) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed with the Commission on May
15, 2000;
(d) the Registrant's Current Report on Form 8-K, filed with the
Commission on August 29, 2000; and
(e) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since the end of the fiscal year
covered by the Annual Report referred to in (a) above.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto, which indicates that all
securities offered hereby have been sold or which deregisters all securities
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then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such reports and documents.
For purposes of this Registration Statement, any document or any
statement contained in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superceded for purposes of this Registration Statement to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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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
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
hereof)
99.1 Hollywood.com, Inc. 1993 Stock Option Plan, as
amended(4)
-------------------------
(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
Annual Report on Form 10-K405 for the fiscal year ended December 31,
1999, filed with the Commission on March 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Boca Raton, State of Florida, on this 29th day
of August, 2000.
HOLLYWOOD.COM, INC.
By: /s/ Mitchell Rubenstein
-----------------------------------
Mitchell Rubenstein
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Mitchell Rubenstein and Laurie S. Silvers each of them singly, his or her true
and lawful attorneys-in-fact, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including any post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto, and other documents to be filed in connection therewith, with the
Commission, and he or she hereby ratifies and confirms all that said
attorneys-in-fact or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Mitchell Rubenstein Chairman of the Board, and August 29, 2000
------------------------------ Chief Executive Officer
Mitchell Rubenstein (Principal financial and
accounting officer)
/s/ Laurie Sivers Vice Chairman of the Board, August 29, 2000
------------------------------ President and Secretary
Laurie Silvers
/s/ Dr. Martin H. Greenberg Chief Executive Officer of August 29, 2000
------------------------------ Tekno Books and Director
Dr. Martin H. Greenberg
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/s/ Harry T. Hoffman Director August 29, 2000
------------------------------
Harry T. Hoffman
/s/ Jules L. Plangere, Jr. Director August 29, 2000
------------------------------
Jules L. Plangere, Jr.
/s/ Deborah J. Simon Director August 29, 2000
------------------------------
Deborah J. Simon
/s/ Mitchell Semel Director August 29, 2000
------------------------------
Mitchell Semel
/s/ Farid Suleman Director August 29, 2000
------------------------------
Farid Suleman
/s/ Thomas Unterman Director August 29, 2000
------------------------------
Thomas Unterman
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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
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
hereof)
99.1 Hollywood.com, Inc. 1993 Stock Option Plan, as
amended(4)
-------------------------
(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
Annual Report on Form 10-K405 for the fiscal year ended December 31,
1999, filed with the Commission on March 31, 2000.
