As filed with the Securities and Exchange Commission on May 15, 1997
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Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MEDIALINK WORLDWIDE INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 52-1481284
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
708 Third Avenue, New York, NY 10017
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(Address of principal executive offices) (zip code)
MEDIALINK WORLDWIDE INCORPORATED AMENDED
AND RESTATED STOCK OPTION PLAN
MEDIALINK WORLDWIDE INCORPORATED
1996 DIRECTORS STOCK OPTION PLAN
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(Full title of the plans)
Laurence Moskowitz
Chairman of the Board, President and Chief Executive Officer
Medialink Worldwide Incorporated
708 Third Avenue, New York, NY 10017 (212) 682-8300
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Theodore Wm. Tashlik, Esq.
Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, NY 11021
(516) 466-8005
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered (1) registered (2) per share (3) offering price (3) Registration Fee
- ----------------------- -------------------- ---------------------- ------------ --------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 812,648
per share shares $6.875 $5,586,955 $1,693
</TABLE>
(1) The proposed commencement of sales is to be as soon as practicable
after the Registration Statement has become effective and upon the
exercise of any option granted under the Medialink Worldwide
Incorporated Amended and Restated Stock Option Plan and the 1996
Directors Stock Option Plan (collectively the "Plans").
(2) There are also being registered hereunder such additional shares of the
Registrant's common stock as may be issuable in connection with
adjustments under the Plans to reflect certain changes in the
Registrant's capital structure, including stock dividends or stock
split-ups. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plans described herein.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
The calculation of the proposed maximum aggregate offering price has
been based upon (a) the registration hereunder of an aggregate of
812,648 shares of the Registrant's common stock to be issued pursuant
to options granted under the Plans and (b) the proposed maximum
offering price per share. The proposed maximum offering price per share
represents the average of the high and low sales price of the
Registrant's common stock, par value of $.01 per share, of $6.875 as
reported on the NASDAQ National Market on May 12, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents which have heretofore been filed by Medialink
Worldwide Incorporated (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act") and the Securities Act of 1933, as amended (the
"1933 Act"), are incorporated herein by reference and shall be deemed to be a
part hereof:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1996, and the exhibits thereto, filed under Section 15(d) of the
1934 Act;
(2) the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1997 filed under Section 15(d) of the 1934 Act;
(3) the prospectus of the Company filed pursuant to Rule 424(b)(i) under
the 1933 Act on January 30, 1997;
(4) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since December 31, 1996 and prior to the
termination of the offering of securities covered by this Registration
Statement; and
(5) the description of the Company's capital stock contained in the
Company's registration statement filed under the 1934 Act, including
any amendments or reports filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the 1934 Act, as amended, as
described in Item 3 of this Part 2.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Mr. Theodore Wm. Tashlik is a
director of the Company.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation provides that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in any civil or
criminal action, suit or proceeding by reason of the fact that such person is or
was a director or officer of the Company shall be indemnified and held harmless
by the Company to the fullest extent authorized by Section 145 of the DGCL
against all expense, liability and loss (including without limitation attorneys'
fees) incurred by such person in connection therewith.
Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, the
Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from a breach of their fiduciary
duty as directors. However, nothing contained in such Article Ninth shall
eliminate or limit the liability of directors (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Article XI of the Registrant's Amended and Restated By-Laws provides
that each person who was or is made a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the Registrant or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer,
<PAGE>
employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the DGCL, Corporation Law,
as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith.
Such indemnification shall continue as to an indemnitee who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.
The Company entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.
The Company also maintains directors and officers liability insurance
coverage which insures directors and officers of the Company against claims
arising out of the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C.
to the legality of the shares being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Tashlik, Kreutzer & Goldwyn P.C.
(included in exhibit 5.1)
99.0 Copy of Medialink Worldwide Incorporated
Amended and Restated Stock Option Plan
(Filed as Exhibit 10.34 to Medialink
Worldwide Incorporated Registration
Statement on Form S-1, dated October 15,
1996 (No. 333-14119), and incorporated
herein by reference
<PAGE>
99.1 Copy of Medialink Worldwide Incorporated
Stock Option Agreement (Filed as Exhibit
10.34 to the Medialink Worldwide
Incorporated Registration Statement on Form
S-1, dated October 15, 1996 (No. 333-14119)
and incorporated herein by reference
99.2 Copy of Medialink Worldwide Incorporated
1996 Directors Stock Option Plan (Filed as
Exhibit 10.35 to the Medialink Worldwide
Incorporated Registration Statement on Form
S-1, dated October 15, 1996 (No. 333-14119)
and incorporated herein by reference
99.3 Copy of Medialink Worldwide Incorporated
Directors Stock Option Agreement (Filed as
Exhibit 10.35 to the Medialink
Worldwide Incorporated Registration
Statement on Form S-1, dated October 15,
1996 (No. 333-14119) and incorporated herein
by reference
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration
<PAGE>
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
<PAGE>
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 14th day of May,
1997.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/Laurence Moskowitz
---------------------------------------
Laurence Moskowitz, Chairman of the
Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/Laurence Moskowitz
- -----------------------
Laurence Moskowitz Chairman of the Board, May 14, 1997
Chief Executive Officer,
President and Director
/s/J. Graeme McWhirter
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J. Graeme McWhirter Executive Vice President May 14, 1997
- Administration and Chief
Operating Officer, Secretary
and Treasurer and Director
/s/David Davis
- -----------------------
David Davis Senior Vice President/ May 14, 1997
International, Director
/s/Harold Finelt
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Harold Finelt Director May 14, 1997
/s/Donald Kimelman
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Donald Kimelman Director May 14, 1997
/s/James J. O'Neill
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James J. O'Neill Director May 14, 1997
/s/Gerald P. Rodeen
- -----------------------
Gerald P. Rodeen Director May 14, 1997
/s/Theodore Wm. Tashlik
- ------------------------
Theodore Wm. Tashlik Director May 14, 1997
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered Pages
--------------
Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C.... Page 12
Exhibit 23.1 Accountant's Consent........................ Page 15
Exhibit 23.2 Consent of Counsel.......................... Page 17
Exhibit 99.0 Copy of Medialink Worldwide Incorporated Amended and Restated
Stock Option Plan (Filed as Exhibit 10.34 to Medialink Worldwide
Incorporated Registration Statement on Form S-1, dated
October 15, 1996 (No. 333-14119) and incorporated herein by
reference
Exhibit 99.1 Copy of Medialink Worldwide Incorporated Stock Option Agreement
(Filed as Exhibit 10.34 to the Medialink Worldwide Incorporated
Registration Statement on Form S-1, dated October 15, 1996 (No.
333-14119) incorporated herein by reference
Exhibit 99.2 Copy of Medialink Incorporated Worldwide 1996 Directors Stock
Option Plan (Filed as Exhibit 10.35 to the Medialink Incorporated
Registration Statement on Form S-1, dated October 15, 1996 (No.
333-4119) and incorporated herein by reference
Exhibit 99.3 Copy of Medialink Worldwide Incorporated 1996 Directors Stock
Option Agreement (Filed as Exhibit 10.35 to the Medialink
Worldwide Incorporated Registration Statement on Form S-1, dated
October 15, 1996 (No. 333-14119) and incorporated herein by
reference
<PAGE>
EXHIBIT 5.1
<PAGE>
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, NY 11021
May 15, 1997
Medialink Worldwide Incorporated
708 Third Avenue
New York, NY 10017
Gentlemen:
This opinion and the consent to use of our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Medialink Worldwide
Incorporated, a Delaware corporation (the "Company"), for registration under the
Act of 812,648 shares of common stock, par value $.01 per share (the "Common
Stock"), of which 611,594 shares have been granted under the Company's Amended
and Restated Stock Option Plan (the "Plan") and 87,400 shares have been granted
under the Company's 1996 Directors Stock Plan (the "Directors Plan" and,
together with the "Plan", the "Plans").
We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Amended and Restated Certificate of Incorporation
and By-Laws of the Company, the proceedings taken by the Company with respect to
the filing of such Registration Statement and such other documents as we have
deemed necessary and appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.
2. The 812,648 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid for in
accordance with the Plans, will be duly and validly issued, fully paid and
non-assessable.
<PAGE>
Medialink Worldwide Incorporated
May 15, 1997
Page 2
Certain members of this firm are shareholders and stock option holders
of the Company.
We hereby consent to the use of this opinion as an Exhibit to the
aforementioned Registration Statement and to the use of our name in the
Registration Statement.
Very truly yours,
/s/ Tashlik, Kreutzer & Goldwyn P.C.
TK&G:pc
<PAGE>
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
The Board of Directors Medialink Worldwide Incorporated:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
New York, New York
May 15, 1997
<PAGE>
EXHIBIT 23.2
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
