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Item 5. Other Information

2012-08-20 compared with 2012-05-15 · 10 added, 38 removed, 13 unchanged (79% of the section changed)

OTHER INFORMATION

Item 1.01 of Form 8-K Entry into a Material

Definitive Agreement.

May 11, 2012, Hollywood Media and R&S Investments, LLC (“R&S Investments”) entered into a Second Amendment

to Purchase Agreement (the “Second R&S Amendment”), which amends the Purchase Agreement dated as of August 21,

2008 between Hollywood Media and R&S Investments, as amended by Amendment to Purchase Agreement dated as of September 30, 2009

between Hollywood Media and R&S Investments (the “R&S Purchase Agreement”).

Pursuant to the R&S Purchase

Agreement, R&S Investments purchased Hollywood Media’s subsidiaries Hollywood.com, Inc.

and Totally Hollywood TV, LLC .

R&S Investments

is owned by Mitchell Rubenstein, Hollywood Media’s Chief Executive Officer and Chairman of the Board, and Laurie S.

Hollywood Media’s President and Secretary and Vice Chairman of the Board.

R&S Amendment was approved by a special committee of Hollywood Media’s Board of Directors consisting of Directors Harry

Hoffman and Robert D.

The Second R&S

Amendment provides that, in order to allow sufficient time to determine the amount of the earnout payments due from R&S Investments

to Hollywood Media under the Purchase Agreement, R&S Investments shall have a sixty (60)-day grace period on the due date for

all such earnout payments.

In addition, the Second

R&S Amendment clarifies that, in determining the EBITDA component of the earnout under the Purchase Agreement, it was and is

the intent of Hollywood Media and R&S Investments that, in calculating EBITDA, all out-of-pocket labor costs (including the

costs of employees and contractors) will be subtracted from revenue no later than when incurred even if capitalized, and will be

treated, for purposes of the EBITDA calculation, as an operating expense when incurred.

The remainder of the

Purchase Agreement remains unchanged and continues in full force and effect.

The foregoing summary

of the Second R&S Amendment and the transactions contemplated by the Second R&S Amendment do not purport to be complete

and are subject to, and qualified in their entirety by, the full text of the Second R&S Amendment which is filed as Exhibit

10.1 hereto and is incorporated by reference into this Item 1.01.

The following exhibits are filed as part of this Quarterly

Report on Form 10-Q:

Second Amendment to Purchase Agreement

dated as of May 11, 2012 between Hollywood Media Corp.

and R&S Investments, LLC.

The following exhibits are filed as part of this Quarterly Report

on Form 10-Q:

Certification of Chief Executive Officer (principal executive officer) pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended.

2 unchanged sentences

Certification of Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) pursuant to 18 U.S.C.

The following financial information from Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2012 and 2011, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2012 and 2011, and (iv) the Notes to Condensed Consolidated Financial Statements (unaudited).

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

Submitted electronically with this Quarterly Report on Form 10-Q.

The following financial information from Hollywood Media Corp.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011, (ii) Condensed Consolidated Statements of Operations (unaudited) for the six and three months ended June 30, 2012 and 2011, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2012 and 2011, and (iv) the Notes to Condensed Consolidated Financial Statements (unaudited).

** Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will

furnish the XBRL Interactive Date Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within

the permitted 30-day grace period granted for the first quarterly period in which detailed footnote tagging is required.

Pursuant to the requirements of the Securities

1 unchanged sentence

HOLLYWOOD MEDIA CORP.

August 20, 2012

/s/ Mitchell Rubenstein

1 unchanged sentence

Executive Officer (Principal executive officer)

August 20, 2012

Hedge, Chief Financial Officer

and Chief Accounting Officer (Principal financial and

accounting officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information