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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 AMENDMENT NO. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year endedDecember 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 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
   Title of each class
    
    Name of each exchange on which registeredCommon stock, par value $.01 per share
    
    NASDAQ Global Market
   o þ
  o þ
  þ o
 o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.Item 11. EXECUTIVE COMPENSATION.Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.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-31.3EX-31.4    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.




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PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionMitchell Rubenstein
    
    
    55
    
    
    Chairman of the Board and Chief Executive OfficerLaurie S. Silvers
    
    
    57
    
    
    Vice Chairman of the Board, President and SecretaryScott A. Gomez
    
    
    33
    
    
    Chief Accounting OfficerHarry T. Hoffman
    
    
    81
    
    
    DirectorRobert E. McAllan
    
    
    62
    
    
    DirectorDeborah J. Simon
    
    
    52
    
    
    DirectorRobert D. Epstein
    
    
    64
    
    
    DirectorSpencer Waxman
    
    
    44
    
    
    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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Robert D. Epstein
 Spencer Waxman
 Investments by Affiliate of the Simon Property Group; Right to Designate Board Nominee
  Audit Committee
  3




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Code of Ethics
 http://www.hollywoodmedia.com/code_of_conduct.htm
 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
    6




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th th
   Cash Bonuses
   Stock Option Grants and Equity-Based Compensation
  7




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Other Benefits
 Perquisites
  Automobile Allowance.
 Insurance Coverage
 8




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401(k) Plan
   Policy on Deductibility of Compensation
  Compensation Committee Report
  Harry T. Hoffman, Chairman
Deborah J. Simon
Robert D. Epstein
 9




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Summary Compensation Table
  Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    StockPrincipal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    All Other Compensation
    
    TotalMitchell Rubenstein
    
    
    2008
    
    
    $
    460,657
    
    
    $
    51,000
    (1)
    
    $
    243,750
    (2)
    
    $
    24,655
    (3)
    
    $
    780,062Chief Executive Officer
    
    
    2007
    
    
    $
    382,413
    (4)
    
    
    
    
    
    $
    535,650
    (5)
    
    $
    22,580
    (6)
    
    $
    940,6432006
    
    
    $
    424,356
    
    
    $
    250,000
    
    
    $
    325,000
    (7)
    
    $
    20,847
    (8)
    
    $
    1,020,203Laurie S. Silvers
    
    
    2008
    
    
    $
    403,075
    
    
    $
    51,000
    (1)
    
    $
    243,750
    (2)
    
    $
    32,511
    (9)
    
    $
    730,336President
    
    
    2007
    
    
    $
    334,612
    (4)
    
    
    
    
    
    $
    439,900
    (10)
    
    $
    29,059
    (11)
    
    $
    803,5712006
    
    
    $
    371,312
    
    
    $
    150,000
    
    
    $
    325,000
    (7)
    
    $
    26,555
    (12)
    
    $
    872,867Scott Gomez
    
    
    2008
    
    
    $
    284,134
    
    
    $
    321,473
    
    
    
    
    
    
    $
    20,123
    (13)
    
    $
    625,730Chief Accounting Officer
    
    
    2007
    
    
    $
    217,308
    
    
    $
    125,000
    
    
    $
    76,600
    (14)
    
    $
    26,938
    (15)
    
    $
    446,8462006
    
    
    $
    192,404
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    (16)
    
    $
    342,404
 
 (1)
    
    Bonus includes 50,000 shares awarded by the Compensation Committee on December 22, 2008 in
recognition of the executives respective contributions to Hollywood Medias growth to date
and their dedication and loyalty to Hollywood Media, valued in accordance with FAS 123R at
$51,000 based on the $1.02 closing market price per share on the date of grant.(2)
    
    Stock awards include the vesting during the 2008 fiscal year of 75,000 shares of restricted
common stock originally granted in August 2004, valued in accordance with FAS 123R at $243,750
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. A total of 400,000 shares of
restricted common stock were granted to the executive on August 20, 2004, which shares vested
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. As of December 31, 2008, there were no unvested shares
remaining under this grant.(3)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $9,200,
consisting of 9,200 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $7,655
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement.(4)
    
    Excludes $76,080 and $66,570 of base salary voluntarily forgone by Mr. Rubenstein and Ms.
Silvers, respectively, as previously announced on October 1, 2007.(5)
    
    Stock awards include (a) 55,000 shares awarded by the Compensation Committee on August 30,
2007 in recognition of the executives contribution to the sale of the assets of Hollywood
Medias wholly-owned subsidiary Showtimes.com, Inc. on August 24, 2007 (the Showtimes
Sale), valued in accordance with FAS 123R at $210,650 based on the $3.83 closing market
price per share on the date of grant and (b) the vesting during the 2007 fiscal year of
100,000 shares of restricted common stock originally granted in August 2004 as described in
note 2 above, valued in accordance with FAS 123R at $325,000 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.(6)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $8,853,
consisting of 10




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3,053 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2007, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $5,927
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement.(7)
    
    Stock awards include the vesting during the 2006 fiscal year of 100,000 shares of restricted
common stock originally granted in August 2004 as described in note 2 above, valued in
accordance with FAS 123R at $325,000 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.(8)
    
    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 trading 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.(9)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $9,200,
consisting of 9,200 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $15,511
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement.(10)
    
    Stock awards include (a) 30,000 shares awarded by the Compensation Committee on August 30,
2007 in recognition of the executives contribution to the Showtimes Sale, valued in
accordance with FAS 123R at $114,900 based on the $3.83 closing market price per share on the
date of grant and (b) the vesting during the 2007 fiscal year of 100,000 shares of restricted
common stock originally granted in August 2004 as described in note 2 above, valued in
accordance with FAS 123R at $325,000 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.(11)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $8,795,
consisting of 3,033 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2007, (b) an automobile allowance of $7,800
payable in accordance with the terms of the executives employment agreement, and (c) $12,464
in medical, dental and disability insurance premiums, provided in accordance with the terms of
the executives employment agreement.(12)
    
    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 trading 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.(13)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,138,
consisting of 7,138 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last trading day of 2008, and (b) $12,985 in medical, dental and
disability insurance premiums, provided in accordance with the terms of the executives
employment agreement.(14)
    
    Stock awards include 20,000 shares awarded by the Compensation Committee on August 30, 2007
in recognition of the executives contribution to the Showtimes Sale, valued in accordance
with FAS 123R at $76,600 based on the $3.83 closing market price per share on the date of
grant.(15)
    
    Represents (a) a matching contribution under Hollywood Medias 401(k) plan of $7,106,
consisting of 2,450 shares of common stock of Hollywood Media valued using the closing market
price per share as of the last day of 2007, (b) an transportation allowance of $10,320 paid by
Hollywood Media on behalf of the executive during the first two quarters of 2007, and (c)
$9,512 in medical, dental and disability insurance premiums, provided in accordance with the
terms of the executives employment agreement. 11




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(16)
    
    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. 2008 Grants of Plan-Based Awards Table
  Estimated Future
    
    All Other StockPayouts Under Equity
    
    Awards: Number of
    
    Grant Date FairIncentive Plan
    
    Shares of Stock or
    
    Value of Stock andAwards
    
    Units
    
    Option AwardsName
    
    Grant Date
    
    Target (#)
    
    (#)
    
    ($)Mitchell Rubenstein
    
    
    12/22/2008
    
    
    
    
    
    
    
    50,000
    (1)
    
    
    51,000
    (1)12/22/2008
    
    
    
    166,667
    (2)
    
    
    83,333
    (2)
    
    
    255,000
    (2)Laurie S. Silvers
    
    
    12/22/2008
    
    
    
    
    
    
    
    50,000
    (1)
    
    
    51,000
    (1)12/22/2008
    
    
    
    100,000
    (2)
    
    
    50,000
    (2)
    
    
    153,000
    (2)
 
 (1)
    
    These stock awards were grants of fully vested shares of common stock,
which were awarded by the Compensation Committee upon due consideration of
the recommendations of compensation consultants Pearl Meyer & Partners, LLC
in recognition of the executives contributions to Hollywood Medias growth
to date and their dedication and loyalty to Hollywood Media. The Grant Date
Fair Value in the table was valued in accordance with FAS 123R based on the
$1.02 closing market price per share on the date of grant.(2)
    
    These stock awards were grants of restricted shares of common stock,
which were awarded by the Compensation Committee upon due consideration of
the recommendations of compensation consultants Pearl Meyer & Partners, LLC.
Neither executive shall sell, assign, exchange, transfer, pledge,
hypothecate or otherwise dispose of or encumber any of the restricted shares
granted to such executive until such shares have vested. The restricted
shares will vest as follows, provided that the respective executive remains
employed by Hollywood Media on such vesting dates: (a) one-third of the
issued shares will vest at the rate of 25% per year on each of the first
through fourth anniversaries of the date of grant, such that these shares
will be fully vested on the fourth anniversary of the date of grant,
assuming continued employment of the executives by Hollywood Media; (b)
one-third of the issued shares will vest if, at any time prior to the fourth
anniversary of the date of grant, Hollywood Media achieves EBITDA greater
than zero for either (A) each of two consecutive fiscal quarters or (B) any
three quarters in any 15-month period, in each case beginning with the
fourth fiscal quarter of 2008; and (c) one-third of the issued shares will
vest if, at any time prior to the fourth anniversary of the date of grant,
the closing price of Hollywood Medias Common Stock exceeds $2.00 per share
for at least 10 consecutive trading days after the date of grant. The Grant
Date Fair Value in the table was valued in accordance with FAS 123R based on
the $1.02 closing market price per share on the date of grant.
Notwithstanding the foregoing, with respect to each executive, any unvested
restricted shares granted to such executive shall immediately vest in full
upon a Change of Control of Hollywood Media (as defined in the employment
agreement between such executive and Hollywood Media), or in the event that
the employment of such executive is terminated by Hollywood Media other than
for Cause or by such executive for Good Reason (in each case as such
term is defined in the employment agreement between such executive and
Hollywood Media) at any time prior to the fourth anniversary of the date of
grant. 12




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Employment Agreements with Named Executive Officers
 Employment Agreements with Chief Executive Officer and President
   Employment Agreement with Chief Accounting Officer
  13




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14




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Outstanding Equity Awards at 2008 Fiscal Year-End
  Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    PlanIncentive Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Awards:Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market orNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Unearned
    
    Payout ValueSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Shares, Units
    
    of UnearnedUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    of Shares or
    
    or Other
    
    Shares, Units orUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Units of Stock
    
    Rights That
    
    Other RightsOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    That Have
    
    Have Not
    
    That Have NotName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    Not Vested ($)
    
    Vested (#)
    
    Vested (#)Mitchell Rubenstein
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,333
    
    
    $
    83,333
    (1)
    
    
    166,667
    
    
    $
    166,667
    (1)Laurie S. Silvers
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    50,000
    (1)
    
    
    100,000
    
    
    $
    100,000
    (1)Scott Gomez
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    4.44
    
    
    
    5/19/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    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 31, 2008, which was $1.00. Option Exercises and Stock Vested in 2008
  Option Awards
    
    Stock AwardsNumber of SharesAcquired on
    
    Value Realized
    
    Number of Shares
    
    Value RealizedName
    
    Exercise (#)
    
    on Exercise ($)
    
    Acquired on Vesting (#)
    
    on Vesting ($)Mitchell Rubenstein
    
    
    81,000
    
    
    
    82,620
    (1)
    
    
    75,000
    (2)
    
    $
    197,000
    (3)Laurie S. Silvers
    
    
    
    
    
    
    
    
    
    
    75,000
    (2)
    
    $
    197,000
    (3)Scott Gomez
    
    
    20,000
    
    
    
    32,400
    (4)
    
    
    
    
    
    
    
 
 (1)
    
    Represents the difference between the market price of the underlying shares on the June 23,
2008 exercise date, based on the closing price per share of $2.32 as of such date, and the $1.30
per share exercise price of the options.(2)
    
    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, 2008.
As of December 31, 2008, there were no unvested shares remaining under this issuance.(3)
    
    The aggregate dollar amount realized upon vesting is based on the closing price per share of
Hollywood Medias common stock on the last trading date prior to each of the vesting dates that
occurred during the fiscal year ended December 31, 2008, as follows: (a) 25,000 shares vested on
January 1, 2008, valued at $73,258 based on a closing price of $2.93 per share; (b) 25,000 shares
vested on April 1, 2008, valued at $62,000 based on a closing price of $2.48 per share; and (c)
25,000 shares vested on July 1, 2008, valued at $61,750 based on a closing price of $2.47 per
share. 15




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(4)
    
    Represents the difference between the market price of the underlying shares on the April 21,
2008 exercise date, based on the closing price per share of $2.50 as of such date, and the $0.88
per share exercise price of the options. Pension Benefits
   Nonqualified Deferred Compensation
  Potential Payments Upon Termination or Change-in-Control
 Mitchell Rubenstein  Chief Executive Officer
  16




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Laurie S. Silvers  President
   17




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Scott Gomez  Chief Accounting Officer
 (less applicable payroll deductions)
  18




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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(1)Laurie S. Silvers,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vice Chairman(1)Harry T. Hoffman
    
    $
    63,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    63,500Robert E. McAllan
    
    $
    59,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    59,000Deborah J. Simon
    
    $
    29,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    29,500Robert D. Epstein
    
    $
    36,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    36,500Spencer Waxman(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Ms. Silvers and Mr. Rubenstein are executive officers and employees of Hollywood Media,
and their compensation is reported separately above in this Executive Compensation
portion of this Form 10-K/A, prior to this Director Compensation discussion.(2)
    
    Mr. Waxman first became a Director upon his election to the Board of Directors at
Hollywood Medias Annual Meeting of Shareholders held on December 18, 2008.(3)
    
    The table below shows the aggregate number of shares subject to all outstanding stock
options held by the named directors as of December 31, 2008, including options granted
during 2008 and prior years, all of which options were granted under the Directors Stock
Option Plan for non-employee directors (described below). Total Options Heldat 12/31/2008Name
    
    (# of shares)Harry T. Hoffman
    
    
    70,254Robert E. McAllan
    
    
    80,435Deborah J. Simon
    
    
    85,254Robert D. Epstein
    
    
    15,000
 Retainer and Meeting Fees
  19




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Directors Stock Option Plan
     Compensation Committee Interlocks and Insider Participation.
  20




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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 and director nominee of Hollywood Media;
    
    each executive officer of Hollywood Media; and
    
    all of the current directors and executive officers of Hollywood Media as a
group.
 Number of SharesName and Address
    
    Beneficially
    
    Percent ofof Beneficial Owner(1)
    
    Owned(2)
    
    Class(2)Intana Management, LLC
    
    
    3,193,547
    (3)
    
    
    10.25
    %Shannon River Fund Management Co. LLC
    
    
    3,123,860
    (4)
    
    
    10.03
    %CCM Master Qualified Fund, Ltd.
    
    
    2,868,992
    (5)
    
    
    9.21
    %Morgan Stanley
    
    
    2,408,233
    (6)
    
    
    7.73
    %Gruber and McBaine Capital Management, LLC
    
    
    2,227,984
    (7)
    
    
    7.15
    %Mitchell Rubenstein and Laurie S. Silvers
    
    
    1,816,330
    (8)
    
    
    5.83
    %Potomac Capital Management LLC
    
    
    1,756,553
    (9)
    
    
    5.61
    %Dimensional Fund Advisors, LP
    
    
    1,656,229
    (10)
    
    
    5.32
    %Wellington Management Company, LLP and
Vanguard Explorer Fund
    
    
    1,643,923
    (11)
    
    
    5.28
    %Stephen Gans
    
    
    1,620,425
    (12)
    
    
    5.20
    %Deborah J. Simon
    
    
    103,419
    (13)
    
    
    *Harry T. Hoffman
    
    
    83,254
    (14)
    
    
    *Robert E. McAllan
    
    
    81,843
    (15)
    
    
    *Scott Gomez
    
    
    79,986
    (16)
    
    
    *Robert D. Epstein
    
    
    16,000
    (17)
    
    
    *Spencer Waxman
    
    
    3,123,860
    (18)
    
    
    10.03
    %All directors, director nominees and
executive officers of Hollywood Media as
a group (8 persons)
    
    
    5,304,692
    (19)
    
    
    16.87
    %
 
 *
    
    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 21




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##### Table of Contents



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 31,153,560 outstanding shares of common stock as of April 27, 2009.(3)
    
    Based on a Schedule 13G filed with the SEC on November 12, 2008, Intana Management, LLC and
Intana Capital Master Fund, Ltd. beneficially own such shares. The reported business address for
these holders is 505 Park Avenue, 3rd Floor, New York, New York 10022.(4)
    
    Based on a Schedule 13D filed with the SEC on February 26, 2009, Shannon River Fund Management
Co. LLC, Shannon River Global Management LLC, Shannon River Partners, LP, Shannon River Partners
II, LP, Doonbeg Fund, LP and Shannon River Partners LTD beneficially own, in the aggregate, such
shares. The reported business address for these holders is 800 Third Avenue, 30th Floor, New York,
New York 10022.(5)
    
    Based on a Schedule 13D/A filed with the SEC on December 4, 2008, 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. The reported business address for these holders is
One North Wacker Drive, Suite 4350, Chicago, IL 60606.(6)
    
    Based on a Schedule 13G/A filed with the SEC on February 17, 2009, Morgan Stanley and Morgan
Stanley Capital Services Inc. beneficially own such shares. The reported business address for these
holders is 1585 Broadway, New York, NY 10036.(7)
    
    Based on a Schedule 13G filed with the SEC on January 29, 2009, 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 1,413,602 shares, and each of Jon D. Gruber, J. Patterson
McBaine and Eric B. Swergold has sole voting and sole investment power over 549,997, 264,085 and
300 shares, respectively. The reported business address for these holders is 50 Osgood Place,
Penthouse, San Francisco, CA 94133.(8)
    
    Represents 1,122,790 outstanding shares of common stock which are owned by Mitchell Rubenstein
individually (including 13,560 shares held for his account in Hollywood Medias 401(k) plan) and
693,540 outstanding shares of common stock which are owned individually by Laurie S. Silvers, his
wife (including 13,540 shares held for her account in Hollywood Medias 401(k) plan).(9)
    
    Based on a Schedule 13G filed with the SEC on August 29, 2008, Potomac Capital Management LLC,
Potomac Capital Management Inc. and Paul J. Solit beneficially own such shares, which include an
aggregate of 150,000 shares issuable pursuant to exercisable warrants. The reported business
address for these holders is 825 Third Avenue, 33rd Floor, New York, New York 10022.(10)
    
    Based on a Schedule 13G filed with the SEC on February 9, 2009, Dimensional Fund Advisors, LP
beneficially owns such shares. The reported business address for this holder is Palisades West,
Building One, 6300 Bee Cave Road, Austin, Texas, 78746.(11)
    
    Based on a Schedule 13G filed with the SEC on February 17, 2009 and a Schedule 13G/A filed
with the SEC on February 13, 2009, Wellington Management Company, LP, its capacity as investment
advisor, and Vanguard Explorer Fund beneficially own such shares. The reported business addresses
for these holders are 75 State Street, Boston, Massachusetts 02109 and 100 Vanguard Boulevard,
Malvern, Pennsylvania 19355, respectively.(12)
    
    Based on a Schedule 13G filed with the SEC on March 19, 2009, Mr. Gans beneficially owns such
shares. The reported business address for this holder is 1680 Michigan Avenue, Suite 1001, Miami
Beach, Florida 33139.(13)
    
    Represents 18,165 outstanding shares of common stock, and 85,254 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Ms. Simon. 22




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##### Table of Contents



(14)
    
    Represents 13,000 outstanding shares of common stock, and 70,254 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. Hoffman.(15)
    
    Represents 1,408 outstanding shares of common stock, and 80,435 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. McAllan.(16)
    
    Represents 44,986 outstanding shares of common stock (including 4,986 shares held for Mr.
Gomezs account in Hollywood Medias 401(k) plan), and 35,000 shares of common stock issuable
pursuant to exercisable options, beneficially owned by Mr. Gomez.(17)
    
    Represents 1,000 outstanding shares of common stock, and 15,000 shares of common stock
issuable pursuant to exercisable options, beneficially owned by Mr. Epstein.(18)
    
    Represents shares beneficially owned by Shannon River Fund Management Co. LLC and affiliated
entities as described in footnote 4 above. Mr. Waxman is the Managing Partner of Shannon River
Fund Management Co. LLC.(19)
    
    Represents an aggregate of 5,018,749 outstanding shares of common stock and 285,943 shares of
common stock issuable pursuant to exercisable options. 23




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##### Table of Contents



Securities authorized for issuance under equity compensation plans.
 EQUITY COMPENSATION PLAN INFORMATION
 AS OF DECEMBER 31, 2008Number of
    
    
    
    
    
    Number ofsecurities to be
    
    Weighted average
    
    securitiesissued upon
    
    exercise price per
    
    remaining availableexercise of
    
    share of
    
    for future issuanceoutstanding
    
    outstanding
    
    under equityoptions, warrants
    
    options, warrants
    
    compensationand rights
    
    and rights
    
    plans(1)(a)
    
    (b)
    
    (c)Plan Category:Equity compensation
plans approved by
security
holders(2)
    
    
    591,943
    
    
    $
    5.24
    
    
    
    512,370Equity compensation
plans not approved by
security
holders(3)
    
    
    1,989,985
    
    
    $
    4.35
    
    
    
    Total
    
    
    2,581,928
    
    
    
    
    
    
    
    512,370
 
 (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 or the
Directors Stock Option Plan because the periods for granting options under such plans expired in
July 2003 and July 2008, respectively. 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, 2008, the number of shares available for
granting additional awards was 282,261 shares under the 2004 Stock Incentive Plan and 226,052
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 2008 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 2008 Form 10-K filed with the SEC. 24




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##### Table of Contents



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
 Transactions with Related Persons
   Sale of Hollywood.com Business Unit to R&S Investments LLC
   25




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##### Table of Contents



Review, Approval or Ratification of Transactions with Related Persons
  Director Independence
  26




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##### Table of Contents



Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .
 Independent Registered Public Accounting Firms Fees and Services
  Type of Fees
    
    2008
    
    2007Audit Fees
    
    $
    707,468
    
    
    $
    781,202Audit-Related Fees
    
    
    81,475
    
    
    
    3,660Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total
    
    $
    788,943
    
    
    $
    784,862
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Audit Committee Pre-Approval Policies and Procedures
   27




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##### Table of Contents



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
  
    
    Report of Independent Registered Public Accounting Firm*
    
    Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007*
    
    Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007
and 2006*
    
    Consolidated Statements of Shareholders Equity for the Years Ended December 31,
2008, 2007 and 2006*
    
    Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007
and 2006*
    
    Notes to Consolidated Financial Statements*
 
 *
    
    Previously filed as an exhibit to this Form 10-K 2. Financial Statement Schedules
  3. Exhibits
  Exhibit No.
    
    Description
    
    Location of 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.
    
    
    (2
    )3.3
    
    Amended and Restated Bylaws of Hollywood Media Corp., dated as of
September 1, 2006.
    
    
    (3
    )4.1
    
    Form of Common Stock Certificate.
    
    
    (4
    )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.
    
    
    (5
    )4.3
    
    Amendment No. 1, dated as of December 9, 2002, to Amended and Restated
Rights
    
    
    (6
    )
 28




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location of ExhibitAmendment dated as of August 23, 1996 between Hollywood Media
Corp. and American Stock Transfer & Trust Company.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.
    
    
    (3
    )10.1
    
    Compensatory Plans, Contracts and Arrangements:(a)   1993 Stock Option Plan, as amended effective October 1, 1999.
    
    
    (7
    )(b)   Directors Stock Option Plan, as amended effective May 1, 2003.
    
    
    (8
    )(c)   2000 Stock Incentive Plan, as amended October 30, 2003.
    
    
    (9
    )(d)   2004 Stock Incentive Plan.
    
    
    (10
    )(e)   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.
    
    
    (11
    )(f)   Amendment to Hollywood Media Corp. 401(k) Retirement Savings Plan,
dated June 16, 2005.
    
    
    (12
    )(g)   Amended and Restated Employment Agreement, dated as of December
22, 2008, by and between Hollywood Media Corp. and Mitchell Rubenstein.
    
    
    (13
    )(h)   Amended and Restated Employment Agreement, dated as of December 22,
2008, by and between Hollywood Media Corp. and Laurie S. Silvers.
    
    
    (13
    )(i)   Amended and Restated Employment Agreement, dated as of August 9,
2006, by and between Hollywood Media Corp. and Scott Gomez.
    
    
    (14
    )10.2
    
    Amended and Restated Partnership Agreement dated as of November 21,
2002 between Hollywood Media Corp. and Dr. Martin H. Greenberg.
    
    
    (15
    )10.3
    
    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.
    
    
    (16
    )10.4
    
    Agreement for the Sale and Purchase of CinemasOnline Limited, dated
November 22, 2005, by and between Mitchell Clifford Cartwright and
Cinemasource UK Limited.
    
    
    (16
    )10.5
    
    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.
    
    
    (16
    )10.6
    
    Registration Rights Agreement dated November 23, 2005 by and among
Hollywood Media Corp. and the investors signatory thereto.
    
    
    (17
    )10.7
    
    Letter agreements dated March 15, 2006, by and between Hollywood Media
Corp.
    
    
    (18
    )
 29




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location of Exhibitand each of the holders of its 8% Senior Unsecured Notes dated
November 23, 2005.10.8
    
    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.
    
    
    (18
    )10.9
    
    Stock Purchase Agreement, dated as of August 25, 2006, by and between
The New York Times Company and Hollywood Media Corp.
    
    
    (19
    )10.10
    
    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.
    
    
    (20
    )10.11
    
    Asset Purchase Agreement, dated as of August 24, 2007, by and among
Hollywood Media Corp., Showtimes.com, Inc. Brett West and West World
Media, LLC.
    
    
    (21
    )10.12
    
    Purchase Agreement dated as of August 21, 2008, between Hollywood Media
Corp. and R&S Investments, LLC.
    
    
    (22
    )10.13
    
    Transition Services Agreement dated as of August 21, 2008 between
Hollywood Media Corp., Hollywood.com, LLC and Totally Hollywood TV,
LLC.
    
    
    (22
    )21.1
    
    Subsidiaries of Hollywood Media.
    
    
    *23.1
    
    Consent of Kaufman, Rossin & Co., P.A. 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).
    
    
    *
 
 *
    
    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 Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004.(3)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
September 5, 2006.(4)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form SB-2 (No.
33-69294). 30




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##### Table of Contents



(5)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
October 20, 1999.(6)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 10, 2002.(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 Appendix B to Hollywood
Medias Proxy Statement filed on November 13, 2003 for its
2003 Annual Meeting of Shareholders.(9)
    
    Incorporated by reference from Appendix C to Hollywood
Medias Proxy Statement filed on November 13, 2003 for its
2003 Annual Meeting of Shareholders.(10)
    
    Incorporated by reference from Appendix B to Hollywood
Medias Proxy Statement filed on November 4, 2004 for its
2004 Annual Meeting of Shareholders.(11)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
September 17, 2004.(12)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005.(13)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
December 22, 2008.(14)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Quarterly Report on Form10-Q for the
quarter ended June 30, 2006.(15)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Annual Report on Form 10-K for the year
ended December 31, 2002.(16)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
November 28, 2005.(17)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Registration Statement on Form S-3 (No.
333-130903).(18)
    
    Incorporated by reference from the exhibits filed with
Hollywood Medias Current Report on Form 8-K filed on
March 16, 2006.(19)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
August 28, 2006.(20)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Current Report on Form 8-K filed on
February 6, 2007.(21)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 30, 2007.(22)
    
    Incorporated by reference from the exhibit filed with
Hollywood Medias Form 8-K filed on August 27, 2008. 31




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##### Table of Contents



SIGNATURES
  HOLLYWOOD MEDIA CORP.Date:  April 30, 2009
    By:

/s/
Mitchell RubensteinMitchell Rubenstein, Chairman of the Boardand Chief Executive Officer  Date: April 30, 2009/s/
Mitchell RubensteinMitchell Rubenstein, Chairman of the Board and
Chief Executive Officer (Principal executive officer)Date: April 30, 2009/s/
Laurie S. SilversLaurie S. Silvers, Vice Chairman of the Board,
President and SecretaryDate: April 30, 2009/s/
Scott GomezScott Gomez, Chief Accounting Officer (Principal
financial and accounting officer)Date: April 30, 2009/s/
Harry T. HoffmanHarry T. Hoffman, DirectorDate: April 30, 2009/s/
Robert E. McAllanRobert E. McAllan, DirectorDate: April 30, 2009/s/
Robert D. EpsteinRobert D. Epstein, DirectorDate: April 30, 2009/s/
Deborah J. SimonDeborah J. Simon, DirectorDate: April 30, 2009/s/
Spencer WaxmanSpencer Waxman, Director