FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
MEDIALINK WORLDWIDE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 52-1481284
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
708 Third Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
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None None
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered hereunder is contained
under the heading "Description of Capital Stock" in Form S-1 to the Registration
Statement filed with the Securities and Exchange Commission (Registration No.
333- 14119) on October 15, 1996, as amended and is incorporated herein by
reference. Such description will be included in a form of prospectus
subsequently filed by the registrant pursuant to Rule 424(b) under the
Securities Act.
Item 2. Exhibits.
The following exhibits are filed with this Registration Statement:
1.0 Specimen Certificate evidencing shares of Common Stock (1)
2.1 Medialink Worldwide Incorporated Amended and Restated
Stock Option Plan and form of Stock Option Agreement (2)
2.2 Video Broadcasting Corporation 1996 Directors Stock Option
Plan and form of 1996 Directors Stock Option Agreement (3)
2.3 Registration and Preemptive Rights Agreement by and
among Video Broadcasting Corporation, New York State
Business Venture Partnership, American Research and
Development II, L.P. and the parties listed therein on
October 31, 1989 (the "Registration and Preemptive Rights
Agreement") (4)
2.4 Amendment to the Registration and Preemptive Rights
Agreement (5)
2.5 Amended and Restated Certificate of Incorporation of Medialink
Worldwide Incorporated
2.6 Amended and Restated By-Laws of Medialink Worldwide
Incorporated (6)
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(1) Filed as Exhibit 4.1 to Pre-Effective Amendment No. 3 to the
Registration Statement of Medialink Worldwide Incorporated (No.
333-14119) and incorporated herein by reference.
(2) Filed as Exhibit 10.34 to Registration Statement on Form S-1 of
Medialink Worldwide Incorporated (No. 333-14119) and incorporated
herein by reference.
(3) Filed as Exhibit 10.35 to Registration Statement on Form S-1 of Medialink
Worldwide Incorporated (No.333-14119) and incorporated herein by reference.
(4) Filed as Exhibit 4.2 to Registration Statement on Form S-1 of Medialink
Worldwide Incorporated (No. 333-14119) and incorporated herein by
reference.
(5) Filed as Exhibit 4.3 to Pre-Effective Amendment No. 3 to Registration
Statement on Form S-1 of Medialink Worldwide Incorporated (No.
333-14119) and incorporated herein by reference.
(6) Filed as Exhibit 3.2 to Pre-Effective Amendment No. 3 to Registration
Statement on Form S-1 of Medialink Worldwide Incorporated (No.
333-14119) and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
MEDIALINK WORLDWIDE INCORPORATED
By:/s/ Laurence Moskowitz
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Chairman of the Board, President and
Chief Executive Officer
Dated: January 8, 1997
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EXHIBIT 2.5
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIALINK WORLDWIDE INCORPORATED
It is hereby certified that:
1. (a) The present name of the corporation (hereinafter called the
"Corporation") is MEDIALINK WORLDWIDE INCORPORATED.
(b) The name under which the Corporation was originally incorporated
is Video Broadcasting Corporation and the dates of filing of the original
Certificate of Incorporation of the Corporation and the six Certificates of
Amendment of Certificate of Incorporation, with the Secretary of State of the
State of Delaware are September 24, 1986, October 20, 1986, May 11, 1987,
November 10, 1987, October 31, 1989, December 10, 1991 and August 23, 1996,
respectively.
2. The original Certificate of Incorporation of the Corporation is
hereby amended by striking out Articles SECOND, FIFTH and NINTH thereof and by
substituting in lieu thereof new Articles SECOND, FIFTH and NINTH which are set
forth in the Amended and Restated Certificate of Incorporation hereinafter
provided for. New Articles TWELFTH and THIRTEENTH have been inserted in the
Amended and Restated Certificate of Incorporation.
3. The provisions of the certificate of incorporation of the
Corporation as heretofore amended, restated and supplemented, and as herein
amended, are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Amended and Restated Certificate of
Incorporation of MEDIALINK WORLDWIDE INCORPORATED without any further amendments
other than the amendments herein certified and without any discrepancy between
the provisions of the certificate of incorporation as heretofore amended,
restated and supplemented and the provisions of said single instrument
hereinafter set forth.
4. The amendments and the restatement of the certificate of
incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware. Prompt written notice of the adoption
of the amendments and of the restatement of the certificate of incorporation
herein certified has been given to those stockholders who have not consented in
writing thereto, as provided in Section 228 of the General Corporation Law of
the State of Delaware.
5. The certificate of incorporation of the Corporation, as amended and
restated herein, shall read as follows:
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MEDIALINK WORLDWIDE INCORPORATED
FIRST. The name of the corporation is Medialink Worldwide Incorporated
(the "Corporation").
SECOND. The location of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in, and to do any lawful act for which corporations may be
incorporated under the General Corporation Law of Delaware.
FOURTH. The Corporation is to have perpetual existence.
FIFTH. The Corporation is authorized to issue two classes of shares to
be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the Corporation is authorized to issue is seventeen
million seven hundred seventy-six thousand and fifty-seven (17,776,057) shares.
The number of shares of Common Stock authorized is fifteen million (15,000,000)
shares, par value $0.01 per share. The number of shares of Preferred Stock
authorized is two million seven hundred seventy-six thousand and fifty-seven
(2,776,057) shares. The Preferred Stock shall be issued in four (4) series. The
first such series shall be "Series A Preferred" and shall consist of six hundred
fifty-five thousand four hundred seventeen (655,417) shares, par value $1.50 per
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share. The second such series shall be "Series B Preferred" and shall consist of
four hundred seventy-five thousand one hundred eighty-five (475,185), par value
$1.35 per share. The third such series shall be "Series C Preferred" and shall
consist of six hundred forty-five thousand four hundred fifty-five (645,455)
shares, par value $2.75 per share. The fourth such series shall be "Preferred
Stock" and shall consist of one million (1,000,000) shares, par value $0.01 per
share. The Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock shall be issued with such further qualifications, powers,
preferences, rights and such qualifications, limitations or restrictions thereof
as the Board of Directors, or any committee appointed by the Board of Directors
for such purpose, shall fix by resolution, as provided by Section 151 of the
General Corporation Law of the State of Delaware, for any such series of
Preferred Stock, provided that the aggregate number of all shares of Preferred
Stock issued does not exceed the number of shares of Preferred Stock authorized
hereby.
The designations, voting powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
of restrictions of each class of Stock of the Corporation are as follows:
I. Preferred Stock
1. Issuance of Series. Shares of Preferred Stock may be issued in one
or more series at such time or times, and for such consideration or
considerations as the Board of Directors may determine. All shares of any one
series of Preferred Stock will be identical with each other in all respects
except that shares of one series issued at different times may differ as to
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dates from which dividends thereon may be cumulative. All series will rank
equally and be identical in all respects, except as permitted by the following
provisions of paragraph 2 of this Division I.
2. Authority of the Board with Respect to Series.
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The Board of Directors is authorized, at any time and from time to
time, to provide for the issuance of the shares of Preferred Stock in one or
more series with such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof as are stated and expressed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors, and as are not stated
and expressed in or inconsistent with this Certificate of Incorporation or any
amendment hereto including, but not limited to, determination of any of the
following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate or rates on the shares of that series,
whether dividends shall be cumulative, and, if so from which date or
dates, the payment date or dates for dividends and the relative rights
of priority, if any, of payment of dividends on shares of that series;
(iii) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(iv) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
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provision for adjustment of the conversion rate in such events as the
Board of Directors shall determine;
(v) Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may vary
under different conditions and at different redemption dates;
(vi) Whether that series shall have a sinking or retirement fund
for the redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking or retirement fund;
(vii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Company, and the relative rights of priority, if any, of payment of
shares of that series;
(viii) Any other preferences, privileges and powers, and relative
participating, optional or other special rights, and qualifications,
limitations or restrictions of a series as the Board of Directors may
deem advisable and are not inconsistent with the provisions of this
Certificate of Incorporation.
3. Dividends. Dividends on outstanding shares of Preferred Stock shall
be paid or declared and set apart for payment in accordance with their
respective preferential and relative rights before any dividends shall be paid
or declared and set apart for payment on the outstanding shares of Common Stock
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with respect to the same dividend period.
4. Liquidation. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential and
relative amounts (including unpaid cumulative dividends, if any) payable with
respect thereto.
5. Reacquired Shares. Shares of Preferred Stock which have been issued
and reacquired in any manner by the Corporation (excluding, until the
Corporation elects to retire them, shares which are held as treasury shares but
including shares redeemed, shares purchased and retired, and shares which have
been converted into shares of Common Stock) will have the status of authorized
and unissued shares of Preferred Stock and may be reissued.
6. Voting Rights. Unless and except to the extent otherwise required by
law or provided in the resolution or resolutions of the Board of Directors
creating any series of Preferred Stock pursuant to this Division I, the holders
of the Preferred Stock shall have no voting power with respect to any matter
whatsoever.
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II. Common Stock
1. Dividends. Subject to the preferential rights of the Preferred
Stock, the holders of the Common Stock are entitled to receive, to the extent
permitted by law, such dividends as may be declared from time to time by the
Board of Directors.
2. Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding up of the
Corporation, after distribution in full of the preferential amounts, if any, to
be distributed to the holders of shares of Preferred Stock, holders of Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.
The Board of Directors may distribute in kind to the holders of Common Stock
such remaining assets of the Corporation or may sell, transfer or otherwise
dispose of all or any part of such remaining assets to any other corporation,
trust or other entity and receive payment therefor in cash, stock or obligations
of such other corporation, trust or other entity, or any combination thereof,
and may sell all or any part of the consideration so received and distribute any
balance thereof in kind to holders of Common Stock. The merger or consolidation
of the Corporation into or with any other corporation or the merger of any other
corporation into it, or any purchase or redemption of shares of stock of the
Corporation of any class, shall not be deemed to be a dissolution, liquidation
or winding up of the Corporation for the purposes of this paragraph.
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3. Voting Rights. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock has one vote in
respect of each share of stock held by him of record on the books of the Company
on all matters voted upon by the stockholders.
SIXTH. The Corporation may issue shares, option rights, or securities
having conversion or option rights, without first offering them to shareholders
of any class or classes.
SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.
EIGHTH. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide. Meetings of shareholders may be
held within or without the State of Delaware as the by-laws may provide. The
books of the Corporation may be kept outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors,
subject to the provisions of law.
NINTH. A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of such director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware Corporation Law or
(iv) for any transaction from which such director derived an improper personal
benefit. If the Delaware General Corporation Law is amended after approval by
the stockholders of this Article to authorize corporate
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action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended. No modification or repeal of the provisions of this Article shall
adversely affect any right or protection of any director of the Corporation
existing at the date of such modification or repeal or create any liability or
adversely affect any such right or protection for any acts or omissions of such
director occurring prior to such modification or repeal.
TENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
ELEVENTH. The name and mailing address of each incorporator is as
follows:
Name Mailing Address
John F. Egan 14th Floor, Packard Building
15th & Chestnut Streets
Philadelphia, PA 19102
TWELFTH. The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under such section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by such section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of
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stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
THIRTEENTH.
(i) At each annual meeting of stockholders, directors of the
Corporation shall be elected to hold office until the expiration of the term for
which they are elected, and until their successors have been duly elected and
qualified; except that if any such election shall be not so held, such election
shall take place at stockholders' meeting called and held in accordance with the
Delaware General Corporation Law. The directors of the Corporation shall be
classified into three classes as nearly equal in size as is practicable, hereby
designed Class I, Class II and Class III. The term of office of the initial
Class I directors shall expire at the next succeeding annual meeting of
stockholders of the Corporation; the term of office of the initial Class II
directors shall expire at the second succeeding annual meeting of stockholders
of the Corporation; and the term of office of the initial Class III directors
shall expire at the third succeeding annual meeting of the stockholders of the
Corporation. For the purposes hereof, the initial Class I, Class II and Class
III directors shall be those directors so designated and elected at the first
annual meeting of stockholders of the Corporation. At each annual meeting after
the first annual meeting of stockholders of the Corporation, directors to
replace those of a Class whose terms expire at such annual meeting shall be
elected to hold office until the third succeeding annual meeting and until their
respective successors shall have been duly elected and qualified. If the number
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of directors is hereafter changed, any newly created directorships or decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as if practicable.
(ii) The number of directors which constitute the whole Board of
Directors of the Corporation shall be designed in the Bylaws of the Corporation.
(iii) Vacancies occurring on the Board of Directors for any reason may
be filled by vote of a majority of the remaining members of the Board of
Directors, although less than a quorum, at any meeting of the Board of
Directors. A person so elected by the Board of Directors to fill a vacancy shall
hold office until the next succeeding annual meeting of stockholders of the
Corporation and until his or her successor shall have been duly elected and
qualified.
IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation of the Corporation as executed by its President and attested by
its Assistant Secretary this 6th day of January, 1997.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/Laurence Moskowitz
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Attest:
By: /s/Graeme McWhirter
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