UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 8, 2009 (July 1,
2009)
MEDIALINK
WORLDWIDE INCORPORATED
(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-21989
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52-1481284
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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of
incorporation)
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708
THIRD AVENUE, NEW YORK, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 682-8300
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
.
On July
1, 2009, Medialink Worldwide Incorporated, a Delaware corporation (the
“Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with The NewsMarket, Inc., a Delaware corporation (“Parent”) and TNM
Group Incorporated, a Delaware corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the
terms and conditions thereof, all issued and outstanding shares of the Company’s
common stock, par value $0.01 per share, and all stock purchase rights
associated with such shares (the “Shares”), will be cancelled and converted into
the right to receive cash in the amount of $0.20 per share, without interest and
less any applicable withholding taxes. After the consummation of the Merger, as
hereinafter defined, and subject to certain terms and conditions in the Merger
Agreement, the Merger Sub will merge with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly-owned subsidiary of Parent
(the “Surviving Corporation”). At the effective time of the Merger, each Share
(other than Shares owned by the Company, any wholly-owned subsidiary of the
Company, Parent, Merger Sub, or stockholders who have not voted in favor of the
Merger or consented thereto in writing and who have properly demanded appraisal
for such Shares in accordance with Section 262 of the Delaware General
Corporation Law), will be automatically converted into the right to receive
$0.20 in cash.
The
Merger Agreement includes customary representations, warranties and covenants of
the Company, Parent and Merger Sub. The Company has agreed to operate
its business in the ordinary course until the Merger is consummated. The Company
has also agreed not to solicit, encourage or initiate discussions with third
parties regarding other proposals to acquire the Company and has agreed to
certain other restrictions on its ability to respond to any unsolicited
proposals. The Merger Agreement also includes customary termination provisions
for both the Company and Parent and provides that, in connection with the
termination of the Merger Agreement under specified circumstances, either the
Company or Parent may be required to pay to the other party a termination fee of
$275,000.
A copy of
the Merger Agreement is attached as Exhibit 2.1 hereto and incorporated herein
by reference. The foregoing summary of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement.
The
Merger Agreement, which has been included to provide investors with information
regarding its terms and is not intended to provide any other factual information
about the Company or Parent, contains representations and warranties of each of
the Company, Parent and Merger Sub. The assertions embodied in those
representations and warranties were made solely for purposes of the Merger
Agreement and are subject to qualifications and limitations agreed to by the
respective parties in connection with negotiating the terms of the Merger
Agreement, including information contained in confidential disclosure schedules
that the parties exchanged in connection with signing the Merger Agreement.
Accordingly, investors and security holders should not rely on such
representations and warranties as characterizations of the actual state of facts
or circumstances, since they were only made as of a specific date and are
modified in important part by the underlying disclosure schedules. In addition,
certain representations and warranties may be subject to a contractual standard
of materiality different from what might be viewed as material to stockholders,
or may have been used for purposes of allocating risk between the respective
parties rather than establishing matters of fact. Moreover, information
concerning the subject matter of such representations and warranties may change
after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in the Company’s public
disclosures.
In order
to induce Parent and Merger Sub to enter into the Merger Agreement, the
directors and executive officers of the Company entered into a Stockholder
Voting Agreement dated as of July 1, 2009, with Parent and Merger Sub (the
“Voting Agreement”) pursuant to which such parties agreed, to vote their Shares
in favor of the Merger and against any proposal, transaction or corporate action
that would prevent or delay the consummation of the Merger, not to solicit
competitive proposals nor seek appraisal rights under Delaware law, and to not
dispose or encumber their shares in the Company or grant any proxy relating
thereto. Shares held by the directors and executive officers that are
subject to the Voting Agreement represent in the aggregate approximately 9% of
the Company's outstanding common stock on the date of the Merger
Agreement.
A copy of
the Voting Agreement is attached as Exhibit 10.17 hereto and is incorporated
herein by reference. The foregoing summary of the Voting Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Voting Agreement.
Item
3.03 Material Modification to Rights of Security
Holders.
On July
1, 2009, prior to the execution of the Merger Agreement and the Voting
Agreement, the Company entered into an amendment (the “Rights Amendment”) to the
Preferred Stock Rights Agreement, dated as of August 16, 2001, between the
Company and Mellon Investor Services, LLC (the “Rights Agreement”). The Rights
Amendment, among other things, renders the Rights Agreement inapplicable to the
Merger, the Voting Agreement, the Merger Agreement and the transactions
contemplated thereby. The Rights Amendment provides that the approval, execution
or delivery of the Merger Agreement, the Voting Agreement or the consummation of
or announcement of the Merger or any other transaction contemplated in the
Merger Agreement will not result in either Parent or Merger Sub being deemed an
“Acquiring Person” (as such term is defined in the Rights
Agreement).
In
addition, the Rights Amendment provides that none of a “Shares Acquisition
Date,” a “Distribution Date” or a “Section 13 Event” (as such terms are defined
in the Rights Agreement) shall occur by reason of the approval, execution or
delivery of the Merger Agreement, the Voting Agreement or the consummation of or
announcement of the Merger or any other transaction contemplated in the Merger
Agreement. The Rights Amendment also provides that the Rights Agreement will
expire at the Effective Time (as such term is defined in the Merger Agreement)
if the Rights Agreement has not otherwise terminated.
A copy of
the Rights Amendment is attached as Exhibit 4.1 hereto and is incorporated
herein by reference. The foregoing summary of the Amendment does not purport to
be complete and is qualified in its entirety by reference to the
Rights Amendment.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The
Company entered into a Separation Agreement and General Release with each of
Laurence Moskowitz, Lawrence Thomas, and Kenneth Torosian (the “Separation
Agreements”) that was effective as of July 1, 2009, upon signing of the Merger
Agreement. Pursuant to the Separation Agreements, the maximum amount
of severance that can be received by each individual upon their termination in
connection with the Merger was reduced from the amount each individual would
otherwise have been entitled to pursuant to his employment
agreement. The amount to be received by each individual is variable
and will be determined based on the Company’s balance sheet as of the closing of
the Merger. The Separation Agreements with Messrs. Moskowitz and
Thomas also contain non-competition, non-solicitation, non-disparagement,
confidentiality, post-closing assistance and release provisions.
A copy of
the Separation Agreement and General Release with each of Laurence Moskowitz,
Lawrence Thomas, and Kenneth Torosian are attached as Exhibits 10.1, 10.13 and
10.12, respectively, each of which is incorporated herein by reference. The
foregoing summary of the Separation Agreements does not purport to be complete
and is qualified in its entirety by reference to the text of each Separation
Agreement.
Item 8.01 Other
Events.
On July
1, 2009, the Company issued a press release announcing the signing of the Merger
Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of business
acquired
Not applicable
(b) Pro forma financial
information
Not applicable
(c) Shell company
transactions
Not applicable
(d)
Exhibits
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2.1
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Agreement
and Plan of Merger dated as of July 1, 2009 by and between The NewsMarket,
Inc. and TNM Group Incorporated and Medialink Worldwide
Incorporated.
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4.1
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Amendment
No. 1 to Preferred Stock Rights Agreement entered into as of July 1, 2009
by and between Medialink Worldwide Incorporated and Mellon Investor
Services LLC.
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10.1
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Separation
Agreement and General Release effective as of July 1, 2009 by and between
Medialink Worldwide Incorporated and Laurence
Moskowitz.
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10.12
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Separation
Agreement and General Release effective as of July 1, 2009,by and between
Medialink Worldwide Incorporated and Kenneth
Torosian.
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10.13
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Separation
Agreement and General Release effective as of July 1, 2009 by and between
Medialink Worldwide Incorporated and Lawrence
Thomas.
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10.17
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Stockholder
Voting Agreement dated as of July 1, 2009 by and among named Shareholders,
Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group
Incorporated.
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99.1
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Press
release of the Company dated July 1, 2009 entitled “Medialink Worldwide
Announces Signing of Merger
Agreement.”
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Medialink Worldwide
Incorporated
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Registrant
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Date: July
8, 2009
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By:
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/s/ Kenneth Torosian
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Kenneth
Torosian
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger dated as of July 1, 2009 by and between The NewsMarket,
Inc. and TNM Group Incorporated and Medialink Worldwide
Incorporated.
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4.1
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Amendment
No. 1 to Preferred Stock Rights Agreement entered into as of July 1, 2009
by and between Medialink Worldwide Incorporated and Mellon Investor
Services LLC.
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10.1
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Separation
Agreement and General Release effective as of July 1, 2009 by and between
Medialink Worldwide Incorporated and Laurence
Moskowitz.
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10.12
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Separation
Agreement and General Release effective as of July 1, 2009 by and between
Medialink Worldwide Incorporated and Kenneth Torosian.
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10.13
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Separation
Agreement and General Release effective as of July 1, 2009 by and between
Medialink Worldwide Incorporated and Lawrence Thomas.
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10.17
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Stockholder
Voting Agreement dated as of July 1, 2009 by and among named Shareholders,
Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group
Incorporated.
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99.1
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Press
release of the Company dated July 1, 2009, entitled “Medialink Worldwide
Announces Signing of Merger
Agreement.”
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