##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
 (Mark One)x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2006o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____________________ to _____________________
 1-14332
 HOLLYWOOD MEDIA CORP.
  Florida
    
    65-0385686(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2255 Glades Road, Suite 221A 
Boca Raton, Florida
    
    33431(Address of principal executive offices)
    
    (Zip Code)
 (561) 998-8000
 
  
 Common stock, par value $.01 per share
  o x
  o x




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x o
 o
  Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
  o x




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##### Table of Contents



EXPLANATORY NOTE
  1.
    
    To set forth the information required by Items 10, 11, 12, 13 and 14 in Part
III of the Form 10-K, because a definitive proxy statement containing such information
will not be filed by Hollywood Media within 120 days after the end of the fiscal year
covered by the Form 10-K.2.
    
    Item 15 in this Form 10-K/A restates the entire Item 15 of the Form 10-K to
which this Form 10-K/A relates, with the only changes being the addition of Exhibits
31.3 and 31.4 filed herewith and related footnotes.
 i




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TABLE OF CONTENTS  PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.Item 11. EXECUTIVE COMPENSATION.Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.PART IVItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.SIGNATURESEX-31.3 Section 302 Certification of CEOEX-31.4 Section 302 Certifiction of PAO    Table of Contents  
 PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionMitchell Rubenstein
    
    
    53
    
    
    Chairman of the Board and Chief Executive OfficerLaurie S. Silvers
    
    
    55
    
    
    Vice Chairman of the Board, President and SecretaryScott A. Gomez
    
    
    31
    
    
    Chief Accounting OfficerHarry T. Hoffman
    
    
    79
    
    
    DirectorRobert E. McAllan
    
    
    60
    
    
    DirectorDeborah J. Simon
    
    
    50
    
    
    DirectorIra A. Rosenberg
    
    
    53
    
    
    Director
 Mitchell Rubenstein
 Laurie S. Silvers
 1




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Scott A. Gomez
 Harry T. Hoffman
 Robert E. McAllan
 Deborah J. Simon
 2




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Ira A. Rosenberg
 Investments by Affiliate of the Simon Property Group; Right to Designate Board Nominee
  Audit Committee
   Code of Ethics
  3




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Section 16(a) Beneficial Ownership Reporting Compliance
   4




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Item 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Executive Compensation Policies and Objectives
  (a)
    
    providing competitive base pay to attract, retain and motivate qualified management;(b)
    
    delivering performance-based bonuses when results, individual initiative and
accomplishments warrant;(c)
    
    generating returns to shareholders over the long term; and(d)
    
    aligning management compensation with the achievement of Hollywood Medias
goals and performance.
  Role of the Compensation Committee
  Setting Executive Compensation
  5




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Elements of Compensation
 Base Salary
   Cash Bonuses
   6




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Other Benefits
 Perquisites
  Automobile Allowance.
 Insurance Coverage
 4 01(k) Plan
   Stock Option Grants and Equity-Based Compensation
   7




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Policy on Deductibility of Compensation
  8




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Summary Compensation Table
  Change in PensionValue andNon-Equity
    
    Non-QualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalMitchell Rubenstein
    
    
    2006
    
    
    $
    424,356
    
    
    $
    250,000
    
    
    $
    325,000
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,847
    (2)
    
    $
    1,020,203Chief Executive OfficerLaurie S. Silvers
    
    
    2006
    
    
    $
    371,312
    
    
    $
    150,000
    
    
    $
    325,000
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,555
    (3)
    
    $
    872,867PresidentScott Gomez
    
    
    2006
    
    
    $
    192,404
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    $
    342,404Chief Accounting Officer
 
 (1)
    
    Represents the value recognized for financial statement reporting purposes with respect to
the 2006 fiscal year in accordance with FAS 123R as a result of the vesting of 100,000 shares
of restricted common stock during the 2006 fiscal year, based on the $3.25 closing market
price per share of Hollywood Medias common stock as of August 19, 2004, the date immediately
preceding the grant date. These shares are part of the 400,000 shares of restricted common
stock that were granted to the named officer on August 20, 2004, which shares vest over four
years at the rate of 25,000 shares (or 6.25%) per calendar quarter, commencing with the first
vesting on October 1, 2004.(2)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,500,
consisting of 1,786 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last day of 2006, (b) an automobile allowance of $7,800 payable in
accordance with the terms of the executives employment agreement, and (c) $5,547 in medical,
dental and disability insurance premiums, provided in accordance with the terms of the
executives employment agreement.(3)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,500,
consisting of 1,786 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last day of 2006, (b) an automobile allowance of $7,800 payable in
accordance with the terms of the executives employment agreement, and (c) $11,255 in medical,
dental and disability insurance premiums, provided in accordance with the terms of the
executives employment agreement.(4)
    
    As permitted under Item 402 of Regulation S-K, perquisites and other personal benefits less
than the applicable reporting threshold have been excluded. Such amounts may be excluded
under the rule if the aggregate amount of such compensation is less than $10,000. Grants of Plan-Based Awards
  9




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Employment Agreements with Named Executive Officers
 Employment Agreements with Chief Executive Officer and President
    Employment Agreement with Chief Accounting Officer
 10




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Outstanding Equity Awards at Year-End
  Option Awards
    
    Stock AwardsEquity
    
    EquityEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    IncentiveIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Plan Awards:Plan
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Number of
    
    Market orNumber of
    
    Number of
    
    Awards: Number
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Unearned
    
    Payout Value ofSecurities
    
    Securities
    
    of Securities
    
    
    
    
    
    
    
    
    
    Units of
    
    of Shares
    
    Shares, Units
    
    Unearned Shares,Underlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Stock
    
    or Units of
    
    or Other
    
    Units orUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    That Have
    
    Stock That
    
    Rights That
    
    Other RightsOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Expiration
    
    Not
    
    Have Not
    
    Have Not
    
    That HaveName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    Vested ($)
    
    Vested (#)
    
    Not Vested (#)Mitchell
Rubenstein
    
    
    81,000
    
    
    
    
    
    
    
    
    
    
    $
    1.30
    
    
    
    7/01/2008
    
    
    
    175,000
    
    
    $
    735,000
    (1)
    
    
    
    
    
    
    Laurie S. Silvers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    735,000
    (1)
    
    
    
    
    
    
    Scott Gomez
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    $
    0.88
    
    
    
    4/21/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    4.44
    
    
    
    5/19/200910,000
    
    
    
    
    
    
    
    
    
    
    $
    4.28
    
    
    
    12/28/2010
 
 (1)
    
    The market value of the unvested shares of Hollywood Medias common stock is based on the
closing price per share as of December 29, 2006, which was $4.20. 11




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Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of SharesAcquired on
    
    Value Realized
    
    Number of Shares
    
    Value RealizedName
    
    Exercise (#)
    
    on Exercise ($)
    
    Acquired on Vesting (#)
    
    on Vesting ($)Mitchell Rubenstein
    
    
    
    
    
    
    
    
    
    
    100,000
    (1)
    
    $
    422,250
    (2)Laurie S. Silvers
    
    
    
    
    
    
    
    
    
    
    100,000
    (1)
    
    $
    422,250
    (2)Scott Gomez
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the portion of the 400,000 shares of restricted common stock that were granted
to the named officer on August 20, 2004 that vested during the fiscal year ended December 31,
2006.(2)
    
    The aggregate dollar amount realized upon vesting is based on the closing price per share of
Hollywood Medias common stock on each of the vesting dates that occurred during the fiscal
year ended December 31, 2006, as follows: (a) 25,000 shares vested on January 1, 2006, at a
closing price of $4.31; (b) 25,000 shares vested on April 1, 2006, at a closing price of
$4.85; (c) 25,000 shares vested on July 1, 2006, at a closing price of $3.82; and (d) 25,000
shares vested on October 1, 2006, at a closing price of $3.91. Pension Benefits
   12




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Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change-in-Control
 Mitchell Rubenstein  Chief Executive Officer
    13




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Laurie S. Silvers  President
  14




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Scott Gomez  Chief Accounting Officer
 provided
  15




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16




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Director Compensation
  Change in PensionValue andNon-QualifiedNon-Equity
    
    DeferredFees Earned or Paid
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    in Cash
    
    Stock Awards
    
    Option Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalMitchell
Rubenstein,
Chairman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Laurie S. Silvers,
Vice Chairman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Harry T. Hoffman
    
    $
    12,500
    
    
    
    
    
    
    $
    49,200
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    61,700Robert E. McAllan
    
    $
    12,500
    
    
    
    
    
    
    $
    49,200
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    61,700Deborah J. Simon
    
    $
    3,500
    
    
    
    
    
    
    $
    49,200
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    52,700Ira A. Rosenberg
    
    $
    9,500
    
    
    
    
    
    
    $
    49,200
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    58,700
 
 (1)
    
    Represents the grant date fair value of the 15,000 options granted to the director on June
8, 2006, with an exercise price of $4.14 per share, using the Black-Scholes option valuation
model (which uses various assumptions in the calculation of the fair value). Retainer and Meeting Fees
  Directors Stock Option Plan
   17




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Compensation Committee Interlocks and Insider Participation.
  Compensation Committee Report
  Harry T. Hoffman
Deborah J. Simon
Ira A. Rosenberg
 18




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Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  
    
    each person or group known by Hollywood Media to beneficially own more than 5%
of the outstanding shares of common stock of Hollywood Media;
    
    each director of Hollywood Media;
    
    each executive officer of Hollywood Media; and
    
    all of the current directors and executive officers of Hollywood Media as a group.
 Name and Address
    
    Number of Sharesof Beneficial Owner (1)
    
    Beneficially Owned (2)
    
    Percent of Class (2)CCM Master Qualified Fund, Ltd.
    
    
    3,272,292
    (3)
    
    
    9.73
    %Gruber and McBaine Capital
Management, LLC
    
    
    3,243,357
    (4)
    
    
    9.65
    %S.A.C. Capital Advisors, LLC
    
    
    2,570,800
    (5)
    
    
    7.65
    %033 Asset Management, LLC
    
    
    2,231,294
    (6)
    
    
    6.59
    %Mitchell Rubenstein and
Laurie S. Silvers
    
    
    1,329,079
    (7)
    
    
    3.94
    %Deborah J. Simon
    
    
    103,419
    (8)
    
    
    *Robert E. McAllan
    
    
    81,843
    (9)
    
    
    *Harry T. Hoffman
    
    
    83,254
    (10)
    
    
    *Scott Gomez
    
    
    57,535
    (11)
    
    
    *Ira A. Rosenberg
    
    
    32,000
    (12)
    
    
    *All directors and executive officers of
Hollywood Media as a group (7 persons)
    
    
    1,687,130
    (13)
    
    
    4.95
    %
 
 *
    
    Less than 1%(1)
    
    Except as otherwise noted in the footnotes below, the address of each beneficial owner is in
care of Hollywood Media Corp., 2255 Glades Road, Boca Raton, Florida 33431.(2)
    
    For purposes of this table, beneficial ownership is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, pursuant to which a persons or groups ownership is
deemed to include any shares of common stock that such person has the right to acquire within 60
days. For purposes of computing the percentage of outstanding shares of common stock held by each
person or group of persons named above, any shares which such person or persons has the right to
acquire within 60 days are deemed to be outstanding, but such shares are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other person. Hollywood
Media had 33,614,556 outstanding shares of common stock as of April 15, 2007.(3)
    
    Based on Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2007, CCM Master
Qualified Fund, Ltd., Coghill Capital Management, L.L.C. and Clint D. Coghill have shared voting
and shared dispositive power with respect to such shares and may be deemed to beneficially own such
shares. The reported business address for these holders is One North Wacker Drive, Suite 4350,
Chicago, IL 60606. 19




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(4)
    
    Based on a Schedule 13G filed with the SEC on January 26, 2007, Gruber and McBaine Capital
Management, LLC, Jon D. Gruber, J. Patterson McBaine and Eric B. Swergold have shared voting and
shared dispositive power with respect to 2,471,765 shares, and each of Jon D. Gruber, J. Patterson
McBaine and Eric B. Swergold has sole voting and sole investment power over 534,208, 237,084 and
300 shares, respectively. The reported business address for these holders is 50 Osgood Place,
Penthouse, San Francisco, CA 94133.(5)
    
    Based on Amendment No. 3 to Schedule 13G filed with the SEC on February 14, 2007, S.A.C.
Capital Advisors, LLC, S.A.C. Capital Management, LLC, S.A.C. Capital Associates, LLC, and Mr.
Steven A. Cohen have shared voting and shared dispositive power with respect to such shares. Each
of S.A.C. Capital Advisors, LLC, S.A.C. Capital Management, LLC and Mr. Cohen disclaim beneficial
ownership of such shares. The reported address of the principal business office of (i) S.A.C.
Capital Advisors, LLC and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902, (ii)
S.A.C. Capital Management, LLC is 540 Madison Avenue, New York, New York 10022, and (iii) S.A.C.
Capital Associates, LLC is P.O. Box 58, Victoria House, The Valley, Anguilla, British West Indies.(6)
    
    Based on a Schedule 13G filed with the SEC on February 13, 2007, 033 Asset Management, LLC,
033 Growth Partners I, L.P., 033 Growth Partners II, L.P., Oyster Pond Partners, L.P. and 033
Growth International Fund, Ltd. have shared voting and shared dispositive power with respect to
such shares, which include 268,818 shares subject to issuance pursuant to exercisable warrants. 033
Asset Management, LLC disclaims beneficial ownership of such shares. The reported business address
for 033 Asset Management, LLC is 125 High Street, Suite 1405, Boston, Massachusetts 02110.(7)
    
    Mr. Rubenstein and Ms. Silvers beneficially own a combined aggregate of 1,197,501 outstanding
shares of common stock, 81,000 shares of common stock issuable pursuant to exercisable stock
options, and 50,578 shares of common stock issuable pursuant to exercisable warrants. The
outstanding shares include 706,434 shares which are owned by Mitchell Rubenstein individually
(including 10,507 shares held for his account in Hollywood Medias 401(k) plan), 460,507 shares
which are owned individually by Laurie S. Silvers, his wife (including 10,507 shares held for her
account in Hollywood Medias 401(k) plan), and 36,560 shares held by Mr. Rubenstein and Ms. Silvers
jointly as tenants by the entireties.(8)
    
    Represents 18,165 outstanding shares of common stock, and 85,254 shares of common stock
issuable pursuant to exercisable options.(9)
    
    Represents 1,408 outstanding shares of common stock, and 80,435 shares of common stock issuable
pursuant to exercisable options.(10)
    
    Represents 13,000 outstanding shares of common stock, and 70,254 shares of common stock
issuable pursuant to exercisable options.(11)
    
    Represents 2,535 outstanding shares of common stock held for Mr. Gomezs account in Hollywood
Medias 401(k) plan, and 55,000 shares of common stock issuable pursuant to exercisable options.(12)
    
    Represents 2,000 outstanding shares of common stock, and 30,000 shares of common stock
issuable pursuant to exercisable options.(13)
    
    Represents an aggregate of 1,234,609 outstanding shares of common stock and 452,521 shares of
common stock issuable pursuant to exercisable options and warrants. 20




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Securities authorized for issuance under equity compensation plans.
 EQUITY COMPENSATION PLAN INFORMATION
 AS OF DECEMBER 31, 2006Number of
    
    
    
    
    
    Number ofsecurities to be
    
    Weighted average
    
    securities remainingissued upon
    
    exercise price per
    
    available for futureexercise of
    
    share of
    
    issuance underoutstanding
    
    outstanding
    
    equityoptions, warrants
    
    options, warrants
    
    compensation plansand rights
    
    and rights
    
    (1)(a)
    
    (b)
    
    (c)Plan Category:Equity compensation
plans approved by
security holders
(2)
    
    
    1,145,443
    
    
    $
    4.45
    
    
    
    909,803
    (2)Equity compensation
plans not approved
by security holders
(3)
    
    
    2,777,036
    
    
    $
    4.30
    
    
    
    Total
    
    
    3,922,479
    
    
    $
    4.29
    
    
    
    909,803
 
 (1)
    
    Excluding securities reflected in column (a).(2)
    
    Hollywood Media has four shareholder-approved equity compensation plans: the 2004 Stock
Incentive Plan, 2000 Stock Incentive Plan, 1993 Stock Option Plan, and the Directors Stock Option
Plan. No additional grants of stock options may be made under the 1993 Stock Option Plan because
the period for granting options under that plan expired in July 2003. In addition to stock options,
each of the 2004 Stock Incentive Plan and the 2000 Stock Incentive Plan permit the granting of
stock awards and other forms of equity compensation and, as of December 31, 2006, the number of
shares available for granting additional awards was 699,694 shares under the 2004 Stock Incentive
Plan and 191,052 shares under the 2000 Stock Incentive Plan. Additional information about such
plans and awards is provided in Note (3) and other Notes to the Consolidated Financial Statements
included in Item 8 of Hollywood Medias 2006 Form 10-K filed with the SEC.(3)
    
    Equity compensation not approved by security holders consists primarily of warrants or
other equity purchase rights granted to non-employees of Hollywood Media. Additional information
about such equity compensation is provided in Note (3) and other Notes to the Consolidated
Financial Statements included in Item 8 of Hollywood Medias 2006 Form 10-K filed with the SEC. 21




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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
 Transactions with Related Persons
 provided
 Review, Approval or Ratification of Transactions with Related Persons
  Director Independence
  22




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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .
 Independent Registered Public Accounting Firms Fees and Services
  Type of Fees
    
    2006
    
    2005Kaufman Rossin & Co., P.A.
    
    Kaufman Rossin & Co., P.A.
    
    Ernst & Young LLPAudit Fees
    
    $
    969,232
    
    
    $
    967,872
    *
    
    $
    167,090
    *Audit-Related Fees
    
    
    
    
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    969,232
    
    
    $
    967,872
    
    
    $
    167,090
 
 *
    
    Kaufman Rossin & Co., P.A. (Kaufman) was engaged as Hollywood Medias
principal auditing firm in June 2005. The indicated fees of Ernst & Young LLP
(Ernst) for 2005 were for Ernsts SAS 100 review of interim unaudited financial
statements for the quarter ended March 31, 2005, which review was conducted prior to
Hollywood Medias engagement of Kaufman, and did not include any audit fees.  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Audit Committee Pre-Approval Policies and Procedures
   23




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PART IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a) The following documents are filed as a part of this Annual Report on Form 10-K:
 1. Financial Statements
  
    
    Reports of Independent Registered Public Accounting Firms*
    
    Consolidated Balance Sheets as of December 31, 2006 and December 31, 2005*
    
    Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005
and 2004*
    
    Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2006, 2005 and 2004*
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005
and 2004*
    
    Notes to Consolidated Financial Statements*
 
 *
    
    Previously filed as an exhibit to this Form 10-K 2. Financial Statement Schedules
  3. Exhibits
  Location ofExhibit No.
    
    
    
    Description
    
    Exhibit3.1
    
    
    
    Third Amended and Restated Articles of Incorporation
    
    
    (1
    )3.2
    
    
    
    Articles of Amendment to Articles of Incorporation of Hollywood Media Corp. for
Designation of Preferences, Rights and Limitations of Series E Junior Preferred Stock
    
    
    (25
    )3.3
    
    
    
    Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006
    
    
    (2
    )4.1
    
    
    
    Form of Common Stock Certificate
    
    
    (3
    )4.2
    
    
    
    Amended and Restated Rights Agreement dated as of August 23, 1996 between Hollywood Media Corp.
(f/k/a Big Entertainment, Inc.) and American Stock Transfer & Trust Company, as Rights Agent
    
    
    (4
    )
 24




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##### Table of Contents



Location ofExhibit No.
    
    
    
    Description
    
    Exhibit4.3
    
    
    
    Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Amendment dated as
of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer & Trust Company.
    
    
    (5
    )4.4
    
    
    
    Amendment No. 2, dated as of September 1, 2006, to the Amended and Restated Rights Agreement
dated as of August 23, 1996, as amended December 9, 2002, between Hollywood Media Corp. and
American Stock Transfer & Trust Company
    
    
    (2
    )10.1
    
    
    
    Compensatory Plans, Contracts and Arrangements(a) Employment Agreement between Hollywood Media Corp. and
Mitchell Rubenstein dated as of July 1, 1993
    
    
    (3
    )(b) Extension and Amendment Agreement between Hollywood Media Corp. and
Mitchell Rubenstein entered into as of July 1, 1998
    
    
    (6
    )(c) Employment Agreement between Hollywood Media Corp. and Laurie S. Silvers dated as of July
1, 1993
    
    
    (3
    )(d) Extension and Amendment Agreement between Hollywood Media Corp. and
Laurie S. Silvers entered into as of July 1, 1998
    
    
    (6
    )(e) 1993 Stock Option Plan, as amended effective October 1, 1999
    
    
    (7
    )(f) Directors Stock Option Plan, as amended effective May 1, 2003
    
    
    (16
    )(g) Form of Indemnification Agreement between Hollywood Media and each of
its Directors and Officers
    
    
    (3
    )(h) 2000 Stock Incentive Plan, as amended October 30, 2003
    
    
    (17
    )(i) Exchange Agreement dated as of December 14, 2001 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (8
    )(j) Exchange Agreement dated as of December 14, 2001 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (8
    )(k) Extension and Amendment Agreement dated as of May 31, 2004 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (22
    )(l) Extension and Amendment Agreement dated as of May 31, 2004 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (22
    )(m) Extension and Amendment Agreement dated as of July 1, 2003 between Hollywood Media Corp.
and Mitchell Rubenstein
    
    
    (22
    )(n) Extension and Amendment Agreement dated as of July 1, 2003 between Hollywood Media Corp.
and Laurie S. Silvers
    
    
    (22
    )(o) Hollywood Media Corp. 401(k) Retirement Savings Plan, dated as of
September 16, 2004 (the Plan); Amendment to the Plan, dated as of September 16, 2004; related
Volume Submitter (Cross-Tested Defined Contribution Plan and Trust); EGTRRA Amendment to the
Plan and Post-EGTRRA Amendment to the Plan, dated as of September 16, 2004
    
    
    (23
    )(p) 2004 Stock Incentive Plan
    
    
    (24
    )(q) Amendment Agreement, dated as of November 15, 2004, to Employment Agreement between
Hollywood Media Corp. and Mitchell Rubenstein.
    
    
    (25
    )(r) Amendment Agreement, dated as of November 15, 2004, to Employment Agreement between
Hollywood Media Corp. and Laurie S. Silvers.
    
    
    (25
    )(s) Amended and Restated Employment Agreement, dated August 9, 2006, by and between
Hollywood Media Corp. and Scott Gomez.
    
    
    (27
    )(t) Amended and Restated Employment Agreement, dated November 8, 2006, by and between
Theatre Direct NY, Inc., Broadway.com, Inc., Hollywood Media Corp.
and Mr. Matthew Kupchin.
    
    
    (33
    )(u) Amendment to Hollywood Media Corp. 401(k) Retirement Savings Plan,
Dated June 16, 2005.
    
    
    (28
    )(v) Employment Agreement dated as of July 1, 2005, by and between Hollywood
Media Corp. and Nicholas Hall.
    
    
    (28
    )
 25




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##### Table of Contents



Location ofExhibit No.
    
    
    
    Description
    
    Exhibit(w) Employment Agreement dated as of August 8, 2005, by and among
Baseline, Inc., StudioSystems Inc., Hollywood Media Corp. and Rafi Gordon
    
    
    (28
    )(x) Employment Agreement, dated as of August 8, 2005, by and among
Baseline, Inc., StudioSystems Inc., Hollywood Media Corp. and Alex Amin.
    
    
    (28
    )(y) Employment Agreement dated January 18, 2006, by and among Hollywood
Fan Sites, Inc. and Mr. Rajiv Doshi.
    
    
    (32
    )(z) Employment Agreement, dated as of March 30, 2006, by and among
Hollywood Media Corp., Showtimes.com, Inc. and Mr. Brett West.
    
    
    (34
    )(aa) Employment Agreement, dated June 7, 2006, by and between Screenline
Film-und Medieninformations GmbH and Mrs. Paula Kathryn Maracin-Krieg.
    
    
    (35
    )10.2
    
    
    
    Common Stock Investment Agreement dated as of August 22, 2000 among
Hollywood Media, Elliott Associates, L.P. and Westgate International, L.P.
    
    
    (9
    )10.3
    
    
    
    Registration Rights Agreement dated August 22, 2000 among Hollywood Media,
Elliott Associates, L.P. and Westgate International, L.P.
    
    
    (9
    )10.4
    
    
    
    Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P.
    
    
    (9
    )10.5
    
    
    
    Common Stock Adjustment Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P.
    
    
    (9
    )10.6
    
    
    
    Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Elliott Associates, L.P.
    
    
    (9
    )10.7
    
    
    
    Common Stock Purchase Warrant dated August 22, 2000 between
Hollywood Media and Westgate International, L.P.
    
    
    (9
    )10.8
    
    
    
    Purchase Agreement effective as of September 29, 2000 among
Hollywood.com, Inc. and the Purchasers named therein
    
    
    (10
    )10.9
    
    
    
    Services Agreement dated as of February 9, 2001 between
Hollywood Media Corp., and Lakeside Ventures, LLC
    
    
    (11
    )10.10
    
    
    
    Securities Purchase Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment
Partners, Ltd.
    
    
    (11
    )10.11
    
    
    
    Registration Rights Agreement dated as of April 25, 2001 between
Hollywood Media Corp., Societe Generale and Velocity Investment Partners, Ltd.
    
    
    (11
    )10.12
    
    
    
    A Warrant issued to Societe Generale
    
    
    (11
    )10.13
    
    
    
    B Warrant issued to Societe Generale
    
    
    (11
    )10.14
    
    
    
    Investment and Subscription Agreement made and entered into as of
September 17, 2001, between Hollywood Media Corp. and Zeke, L.P., a
Delaware limited partnership.
    
    
    (12
    )
 26




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##### Table of Contents



Location ofExhibit No.
    
    
    
    Description
    
    Exhibit10.15
    
    
    
    Purchase Agreement made as of October 12, 2001, between Broadway.com, Inc.,
Robert DeVivio and Peter Falconello
    
    
    (12
    )10.16
    
    
    
    Transfer and Shareholders Agreement dated January 14, 2002 by and among
Baseline Acquisitions Corp., Baseline, Inc., Hollywood Media Corp. and
Fountainhead Media Services, Inc.
    
    
    (13
    )10.17
    
    
    
    Management Services Agreement as of January 14, 2002 between
Hollywood Services, Inc. and Baseline, Inc.
    
    
    (13
    )10.18
    
    
    
    Exchange Agreement dated August 28, 2002, among Hollywood Media Corp.,
Hollywood.com, Inc., Broadway.com, Inc. and Viacom Inc.
    
    
    (14
    )10.19
    
    
    
    Securities Purchase Agreement for 6% Senior Convertible Debentures, dated as of May 22, 2002,
among Hollywood Media Corp., Federated Kaufman Fund, Portside Growth & Opportunity Fund Ltd.,
Leonardo, L.P., Carpe Diem Long Short Fund, LLC and Mitchell Rubenstein
    
    
    (15
    )10.20
    
    
    
    6% Senior Convertible Debenture Due May 2005 issued by Hollywood Media Corp. as of May 22, 2002
    
    
    (15
    )10.21
    
    
    
    Registration Rights Agreement, dated as of May 22, 2002, among Hollywood Media Corp., Federated
Kaufman Fund, Portside Growth & Opportunity Fund Ltd., Leonardo, L.P., Carpe Diem Long Short
Fund, LLC and Mitchell Rubenstein
    
    
    (15
    )10.22
    
    
    
    Warrant issued by Hollywood Media Corp. to purchasers of 6% Senior Convertible Debentures, dated
as of May 22, 2002
    
    
    (15
    )10.23
    
    
    
    Amended and Restated Partnership Agreement dated as of November 21, 2002 between Hollywood Media
Corp. and Dr. Martin H. Greenberg
    
    
    (18
    )10.24
    
    
    
    Indemnification Agreement for Surety Bonds dated as of May 7, 2003, by and
between Hollywood Media Corp., and Mitchell Rubenstein and Laurie Silvers.
    
    
    (19
    )10.25
    
    
    
    Securities Purchase Agreement dated as of February 9, 2004, among Hollywood
Media Corp. and the investors signatory thereto
    
    
    (20
    )10.26
    
    
    
    Registration Rights Agreement dated as of February 9, 2004, among Hollywood
Media Corp. and the investors signatory thereto
    
    
    (20
    )10.27
    
    
    
    Form of Warrant issued to purchasers pursuant to Securities Purchase Agreement
dated February 9, 2004.
    
    
    (20
    )10.28
    
    
    
    Warrant issued to placement agent in connection with Securities Purchase
Agreement dated February 9, 2004.
    
    
    (20
    )10.29
    
    
    
    Agreement dated as of January 7, 2004 between Fountainhead Media Services, Inc. and Hollywood
Media Corp., providing for the satisfaction of Fountainheads promissory note to Hollywood Media
in exchange for Fountainheads shares of common stock of Baseline Acquisitions Corp.
    
    
    (21
    )
 27




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##### Table of Contents



Location ofExhibit No.
    
    
    
    Description
    
    Exhibit10.30
    
    
    
    Agreement and Plan of Merger dated as of June 14, 2004, by and among Studio
Systems, Inc., Hollywood Media Corp., SSI Acquisition Sub, Inc. and SSI
Investments LLC
    
    
    (22
    )10.31
    
    
    
    Asset Purchase Agreement dated as of June 15, 2004, by and between Merchant Internet Group,
Inc., Showtimes.Com, Inc., and Hollywood Media Corp.
    
    
    (22
    )10.32
    
    
    
    Amendment to Debenture Agreement, dated as of September 29, 2004, by and between
Hollywood Media Corp. and Portside Growth & Opportunity Fund Ltd.
    
    
    (25
    )10.33
    
    
    
    Amended and Restated 6% Senior Convertible Debenture Due May 22, 2006 issued by Hollywood Media
Corp. to Portside Growth & Opportunity Fund Ltd., dated October 15, 2004.
    
    
    (25
    )10.34
    
    
    
    Warrant No. W-A-5 dated as of August 31, 2004 issued to CD Investment Partners, Ltd. in
replacement of Warrant No. W-A-4.
    
    
    (25
    )10.35
    
    
    
    Agreement to Convert Debenture, dated as of August 30, 2004, by and between Hollywood Media
Corp. and Leonardo, L.P.
    
    
    (25
    )10.36
    
    
    
    Conversion Notice, dated September 28, 2004, for 6% Senior Convertible Debenture
due May 22, 2005 held by Leonardo, L.P.
    
    
    (25
    )10.37
    
    
    
    Agreement to Convert Debenture, dated as of August 31, 2004, by and between Hollywood
Media Corp. and CD Investment Partners, Ltd.
    
    
    (25
    )10.38
    
    
    
    Conversion Notice, dated September 30, 2004, for 6% Senior Convertible Debenture due May 22,
2005 held by CD Investment Partners, Ltd.
    
    
    (25
    )10.39
    
    
    
    Conversion Notice, dated August 20, 2004, for 6% Senior Convertible Debenture due May 22, 2005
held by Federated Kaufmann Fund
    
    
    (25
    )10.40
    
    
    
    Conversion Notice, dated August 20, 2004, for 6% Senior Convertible Debenture due May 22, 2005
held by Mitchell Rubenstein and Laurie Silvers
    
    
    (25
    )10.41
    
    
    
    Financial commitment letter dated March 28, 2005 made by Mitchell Rubenstein and Laurie Silvers
in favor of Hollywood Media Corp.
    
    
    (26
    )10.42
    
    
    
    Letter agreement dated August 5, 2005 extending term of Financial Commitment
Letter dated March 28, 2005 made by Mitchell Rubenstein and Laurie Silvers in
Favor of Hollywood Media Corp.
    
    
    (28
    )10.44
    
    
    
    Agreement for the Sale and Purchase of UK Theatres Online Limited and other
Companies, dated November 22, 2005, by and among Cinemasource UK Limited,
Jeffrey Spector and the other shareholders party thereto.
    
    
    (29
    )10.45
    
    
    
    Agreement for the Sale and Purchase of Cinemasonline Limited, dated
November 22, 2005, by and between Mitchell Clifford Cartwright and
Cinemasource UK Limited.
    
    
    (29
    )10.46
    
    
    
    Note Purchase Agreement, dated as of November 22, 2005, by and among
Hollywood Media and each of the Purchasers, including the forms of Notes and
Warrants issued to the Purchasers and the form of registration rights agreement.
    
    
    (29
    )
 28




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##### Table of Contents



Location ofExhibit No.
    
    
    
    Description
    
    Exhibit10.47
    
    
    
    Registration Rights Agreement dated November 23, 2005 by and among Hollywood
Media Corp. and the investors signatory thereto.
    
    
    (30
    )10.48
    
    
    
    Letter agreements dated March 15, 2006, by and between Hollywood Media Corp.
and each of the holders of its 8% Senior Unsecured Notes dated November 23, 2005.
    
    
    (31
    )10.49
    
    
    
    Form of Common Stock Purchase Warrants dated March 15, 2006, issued to the
Holders of Hollywood Media Corp.s 8% Senior Unsecured Notes dated
November 23, 2005.
    
    
    (31
    )10.50
    
    
    
    Asset Purchase Agreement, dated January 18, 2006, by and among Hollywood
Media Corp., Hollywood Fan Sites, Inc., eFanGuide, Inc. and each of the
Shareholders of eFanGuide, Inc.
    
    
    (32
    )10.51
    
    
    
    Asset Purchase Agreement, dated January 31, 2006, by and among Hollywood Media Corp., Hollywood
Fan Sites, Inc., Prosperity Plus, Inc. and the sole shareholder of Prosperity Plus, Inc.
    
    
    (32
    )10.52
    
    
    
    Sale and Purchase Agreement, dated June 7, 2006, regarding the purchase of all Shares in
Screenline Film-und Medieninformations GmbH by Hollywood Media Corp.
    
    
    (35
    )10.53
    
    
    
    Stock Purchase Agreement, dated as of August 25, 2006, by and between The New York Times Company
and Hollywood Media Corp.
    
    
    (36
    )10.54
    
    
    
    Asset Purchase Agreement, dated as of February 1, 2007, by and among Theatre Direct NY, Inc.,
Showtix LLC and each of the members of Showtix LLC.
    
    
    (37
    )21
    
    
    
    Subsidiaries of Hollywood Media
    
    
    *23.1
    
    
    
    Consent of Kaufman, Rossin & Co., P.A. Independent Registered Public Accounting Firm
    
    
    *23.2
    
    
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
    
    
    *31.1
    
    
    
    Certification of Chief Executive Officer (Section 302)
    
    
    *31.2
    
    
    
    Certification of Vice President of Finance and Accounting (Principal financial and accounting
officer) (Section 302)
    
    
    *31.3
    
    
    
    Certification of Chief Executive Officer (Section 302)
    
    
    **31.4
    
    
    
    Certification of Vice President of Finance and Accounting (Principal financial and accounting
officer) (Section 302)
    
    
    **32.1
    
    
    
    Certification of Chief Executive Officer (Section 906)
    
    
    *32.2
    
    
    
    Certification of Vice President of Finance and Accounting (Principal financial and accounting
officer) (Section 906)
    
    
    *
 29




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##### Table of Contents



*
    
    Previously filed as an exhibit to this Form 10-K**
    
    Filed herewith as an exhibit to this Form 10-K/A Amendment No. 1 to Form 10-K(1)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 2000.(2)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on
Form 8-K filed on September 5, 2006.(3)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Registration Statement
on Form SB-2 (No. 33-69294).(4)
    
    Incorporated by reference from exhibit 1 to Hollywood Medias Current Report on Form 8-K
filed on October 20, 1999.(5)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K
filed on December 10, 2002.(6)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1998.(7)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 1999.(8)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002.(9)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on August 29, 2000.(10)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on October 5, 2000.(11)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q/A for quarter ended March 31, 2001.(12)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001.(13)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form 10-K for
the year ended December 31, 2001.(14)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K filed on
August 28, 2002(15)
    
    Incorporated by reference from the exhibit to Hollywood Medias Current Report on Form 8-K filed on May
23, 2002(16)
    
    Incorporated by reference from Appendix B to Hollywood Medias Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of Shareholders.(17)
    
    Incorporated by reference from Appendix C to Hollywood Medias Proxy Statement filed on
November 13, 2003 for its 2003 Annual Meeting of Shareholders.(18)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on
Form 10-K for the year ended December 31, 2002.(19)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003.(20)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on February 17, 2004.(21)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended March 31, 2004.(22)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004.(23)
    
    Incorporated by reference from the exhibits to Hollywood Medias Current Report on Form 8-K
filed on September 17, 2004.(24)
    
    Incorporated by reference from Appendix B to Hollywood Medias Proxy Statement filed on
November 4, 2004 for its 2004 Annual Meeting of Shareholders.(25)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended September 30, 2004. 30




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##### Table of Contents



(26)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form
10-K for the year ended December 31, 2002.(27)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on Form
10-Q for the quarter ended June 30, 2006.(28)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005.(29)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on November 28, 2005.(30)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Registration Statement on
Form S-3 (No. 333-130903).(31)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on March 16, 2006.(32)
    
    Incorporated by reference from the exhibits filed with Hollywood Medias Current Report on Form
8-K filed on February 6, 2006.(33)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Quarterly Report on Form
10-Q for the quarter ended September 30, 2006.(34)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Annual Report on Form
10-K for the year ended December 31, 2005.(35)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on June 13, 2006.(36)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on August 28, 2006.(37)
    
    Incorporated by reference from the exhibit filed with Hollywood Medias Current Report on Form
8-K filed on February 6, 2007. 31




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##### Table of Contents



SIGNATURES
  HOLLYWOOD MEDIA CORP.Date: April 30, 2007
    By:
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer  Date:
    
    April 30, 2007
    
    /s/ Mitchell RubensteinMitchell Rubenstein, Chairman of the Board and
Chief Executive Officer (Principal executive officer)Date:
    
    April 30, 2007
    
    /s/ Laurie S. SilversLaurie S. Silvers, Vice Chairman of the Board,
President and SecretaryDate:
    
    April 30, 2007
    
    /s/ Scott GomezScott Gomez, Chief Accounting Officer (Principal
financial and accounting officer)Date:
    
    April 30, 2007
    
    /s/ Harry T. HoffmanHarry T. Hoffman, DirectorDate:
    
    April 30, 2007
    
    /s/ Deborah J. SimonDeborah J. Simon, DirectorDate:
    
    April 30, 2007
    
    /s/ Robert E. McAllanRobert E. McAllan, DirectorDate:
    
    April 30, 2007
    
    /s/ Ira A. RosenbergIra A. Rosenberg, Director
 32