SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MEDIALINK WORLDWIDE INCORPORATED
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
708 THIRD AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 1998
To Medialink Worldwide Incorporated Stockholders:
NOTICE IS HEREBY GIVEN that The Annual Meeting of Stockholders of Medialink
Worldwide Incorporated (the 'Company') will be held on June 3, 1998, at 9:30
a.m., Eastern Standard Time, at the Sky Club, 200 Park Avenue (Met Life
Building), 56th Floor, New York, NY 10166 (the 'Meeting'), for the following
purposes, all as more fully described in the accompanying Proxy Statement:
1. To elect three directors to serve for a three-year term expiring at
the annual meeting in 2001 and until their successors are elected and
qualified and to elect one additional director to serve for a two-year term
expiring at the annual meeting in 2000 and until his successor is elected
and qualified;
2. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
Independent Auditors for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 9, 1998 will
be entitled to receive notice of and to vote at the meeting. A complete list of
stockholders entitled to vote at the Meeting will be maintained at the offices
of the Company for a period of at least ten days prior to the Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, WE URGE YOU TO READ THE
ACCOMPANYING PROXY STATEMENT AND THEN COMPLETE, SIGN, DATE AND RETURN THE PROXY
CARD IN THE ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY
BE REPRESENTED AT THE MEETING.
By Order of the Board of Directors,
J. GRAEME MCWHIRTER
Chief Financial Officer,
Executive Vice President and Assistant
Secretary
Dated: April 24, 1998
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
708 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 1998
------------------------
This Proxy Statement is furnished to stockholders of Medialink Worldwide
Incorporated, a Delaware corporation (the 'Company' or 'Medialink'), in
connection with the solicitation by the Board of Directors of the Company of
proxies for use at its Annual Meeting of Stockholders and any adjournments
thereof (the 'Meeting'). The Meeting is scheduled to be held on June 3, 1998, at
9:30 a.m., Eastern Standard Time, at the Sky Club, 200 Park Avenue (Met Life
Building), 56th Floor, New York, NY 10166.
INTRODUCTION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company in connection with the Meeting to be held at the Sky
Club, 200 Park Avenue (Met Life Building), 56th Floor, New York, NY 10166, on
June 3, 1998, at 9:30 a.m., Eastern Standard Time, or any adjournment or
adjournments thereof. This Proxy Statement and the accompanying proxy will first
be sent to stockholders on or about April 24, 1998.
At the Meeting, stockholders will be asked to vote upon: (1) the election
of three directors each to serve three year terms, expiring at the 2001 annual
meeting and one director to serve a two year term, expiring at the 2000 annual
meeting; (2) the ratification of the Company's Independent Auditors; and (3)
such other business as may properly come before the Meeting and at any
adjournments thereof.
Each proxy executed and returned by a stockholder may be revoked at any
time thereafter by written revocation, by execution of a written proxy bearing a
later date or by attending the Meeting and voting in person. No such revocation
will be effective, however, with respect to any matter or matters upon which,
prior to such revocation, a vote shall have been cast pursuant to the authority
conferred by such proxy. Where instructions are indicated, proxies will be voted
in accordance therewith. Where no instructions are indicated, proxies will be
voted for the election of the nominees for director set forth herein and for the
other proposals.
The Board of Directors has fixed April 9, 1998 as the record date (the
'Record Date') for the purpose of determining the stockholders entitled to
notice of and to vote at the Meeting. As of such date, there were issued and
outstanding and entitled to vote 5,204,041 shares of Common Stock, each such
share being entitled to one vote. A quorum of the stockholders, present in
person or by proxy, consists of the holders of a majority of the outstanding
shares.
The cost of solicitation of proxies will be borne by the Company. The Board
of Directors may use the services of the individual directors, officers and
other regular employees of the Company to solicit proxies personally or by
telephone or facsimile and may request brokers, fiduciaries, custodians and
nominees to send proxies, Proxy Statements and other material to their
principals and reimburse them for their out-of-pocket expenses.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides
for a classified Board of Directors consisting of three classes of directors
with staggered three-year terms. The Board currently consists of nine persons in
three classes, each class consisting of three directors. On April 2, 1998, the
Board of Directors increased the number of directors in the classes of directors
whose terms end at the 1998 and 2000 annual meetings of stockholders from two to
three directors. Fred J. Meyers and J. Graeme McWhirter were elected by the
Board to serve as directors in these classes of directors. The class whose term
of office expires at the Meeting currently consists of three directors. The
directors elected to this class, Theodore Wm. Tashlik, David Davis and Fred J.
Meyer, will serve for a term of three years, expiring at the 2001 annual meeting
of stockholders and until their successors have been duly elected and qualified.
In addition, J. Graeme McWhirter is a nominee for election
<PAGE>
as a director to serve a two year term until the Company's 2000 annual meeting.
The nominees listed below are currently directors of the Company.
Unless a contrary direction is indicated, it is intended that proxies
received will be voted for the election of directors of the three nominees to
serve for three-year terms expiring at the 2001 annual meeting and the election
of directors of one additional nominee to serve for a two-year term expiring at
the 2000 annual meeting, in each case until his successor is elected and
qualified. In the event either nominee for director declines or is unable to
serve, the proxies may be voted for a substitute nominee selected by the Board
of Directors. The Board of Directors expects that each nominee named will serve
if elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL FOUR NOMINEES.
Nominees for director for three-year terms ending in 2001:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
Theodore Wm. Tashlik............ Member of Tashlik, Kreutzer & Goldwyn P.C., a law firm 1992
David Davis..................... Senior Vice President/International of the Company 1992
Fred J. Meyer................... Chief Financial Officer of Omnicom Group Inc. 1998
</TABLE>
Continuing director for term ending upon the 1999 annual meeting of
stockholders:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
Donald Kimelman................. Manager of Venture Funds of the Pew Charitable Trust 1987
Laurence Moskowitz.............. Chairman, President and Chief Executive Officer of the Company 1986
Harold Finelt................... Vice President of American Research & Development, 1987
a private venture capital firm
</TABLE>
Continuing director for term ending upon the 2000 annual meeting of
stockholders, J. Graeme McWhirter being a nominee for director:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
Paul Sagan...................... Member of the Board of VDOnet Corporation 1996
James J. O'Neill................ Private Financial Consultant 1994
J. Graeme McWhirter............. Executive Vice President, Chief Financial Officer and Assistant 1998
Secretary
</TABLE>
2
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
All nominees for election as directors are members of the present Board of
Directors. The following table sets forth certain information with respect to
the executive officers and directors of the Company as of April 17, 1998:
<TABLE>
<CAPTION>
NAME POSITION
- --------------------------------------------------- ---------------------------------------------------
<S> <C>
Laurence Moskowitz................................. Chairman of the Board, President and Chief
Executive Officer
J. Graeme McWhirter................................ Executive Vice President, Chief Financial Officer,
Assistant Secretary and Director
David Davis........................................ Senior Vice President/International, Director
Nicholas F. Peters................................. Senior Vice President/Broadcast Services
Mark Manoff........................................ Executive Vice President/US
Richard Frisch..................................... Senior Vice President, President and Executive
Officer of the Medialink MCTV Division
Mark Weiner........................................ Vice President/Research and Media Relations
Mary Buhay......................................... Vice President/US Sales
Harold Finelt...................................... Director
Donald Kimelman.................................... Director
Fred J. Meyer...................................... Director
James J. O'Neill................................... Director
Paul Sagan......................................... Director
Theodore Wm. Tashlik............................... Director
</TABLE>
Laurence Moskowitz, 46, the founder of Medialink, has served as Chairman,
President and Chief Executive Officer of the Company since its inception in
1986. He began his professional career as a reporter for United Press
International in Pittsburgh before being promoted to an editor for UPI in
Philadelphia. In 1976 Mr. Moskowitz founded Mediawire, a Philadelphia-based
regional public relations newswire which was merged into PR Newswire, a unit of
United News & Media plc, where he was Vice President until leaving to form
Medialink.
J. Graeme McWhirter, 42, a co-founder of Medialink has served as a director
of the Company since April 1998 and as Chief Financial Officer since 1986 and
has been Executive Vice President since 1992. From 1984 to 1988, Mr. McWhirter
was Executive Vice President and Chief Financial Officer of Commonwealth Realty
Trust, a publicly quoted Real Estate Investment Trust. From 1976 to 1984, Mr.
McWhirter was with KPMG Peat Marwick LLP in London and Philadelphia as a
manager.
David Davis, 61, has been a member of Medialink's Board of Directors since
September 1992 and in 1996 became Senior Vice President/International. From
September 1992 to November 28, 1996, The Davis Partnership, a partnership
beneficially owned by Mr. Davis, served as a consultant to the Company. From
1968 to 1992, Mr. Davis was employed by Edelman Public Relations Worldwide.
During such period, Mr. Davis was a manager responsible for Europe and Asia
Pacific and served as Vice Chairman at Daniel J. Edelman, Inc. From 1951 to
1968, Mr. Davis was a journalist for Britain's national Press Association,
Universal News Services (Britain's first business newswire), and the Times of
London.
Nicholas F. Peters, 46, was appointed Senior Vice President/Broadcast
Services in April 1998. From January 1996 to April 1998 he served as Senior Vice
President/Operations. From April 1992 to January 1996, Mr. Peters was Vice
President/Operations and from October 1987 to April 1992, he was Medialink's
Executive Editor and then Vice President/Sales & Marketing. From April 1983 to
October 1987, Mr. Peters was a
3
<PAGE>
newswriter and producer at CBS News, working with Dan Rather and Charles Osgood.
From May 1979 to April 1983, he was News Director at WHYY, the National Public
Radio affiliate in Philadelphia. From February 1973 to May 1979, he was a
newspaper reporter with the Indianapolis Star, Raleigh (N.C.) Times and
Philadelphia Bulletin.
Mark Manoff, 46, was appointed Executive Vice President/US in April 1998.
Prior to that he served as Senior Vice President/Sales since January 1996. From
April 1992 to January 1996, Mr. Manoff served as Vice President/Sales and from
February 1989 to April 1992 he served as Vice President/Operations. Mr. Manoff
opened Medialink's Washington, D.C. office in November 1987 and served as its
general manager until February 1989. Mr. Manoff was chief political
correspondent for the Philadelphia Daily News from January 1979 to March 1983.
Mr. Manoff served as a political consultant in New York and Washington from
March 1983 to January 1986 and was an editor in the Dow Jones community
newspaper group.
Richard Frisch, 41, joined Medialink in June 1997 as Senior Vice President
and President and Executive Officer of the MCTV Division of Medialink. From
August 1995 to June 1997, Mr. Frisch was the founder and President of Corporate
TV Group, Inc. From January 1995 to July 1995, Richard Frisch was the President
of the Corporate Television division of Reuters New Media. From January 1991 to
December 1994, Richard Frisch was Vice President of Reuters Corporate Television
(formerly Visnews), producers of worldwide video communications for
corporations.
Mark Weiner, 42, joined Medialink in September 1994 as Vice
President/Research and Media Relations. From April 1986 to September 1992, Mr.
Weiner served as a Managing Partner of PR Data. From September 1992 to September
1993, Mr. Weiner served as Senior Vice President of Copernicus: The Marketing
Investment Strategy Group, a marketing and research consultancy. He was a
columnist with McNaught Newspaper Syndicate after working with the staff of the
New York Times News Service from 1979 to 1984.
Mary Buhay, 33, was appointed Vice President/US Sales in April 1998. Prior
to that she served as Vice President/Sales and Special Services since July 1996.
Ms. Buhay joined Medialink in March 1993 as Sales Manager, in October 1993 she
was promoted to New York Bureau Manager and in August 1995 she was appointed
Associate Vice President for eastern and mid-western sales. From 1988 to 1993,
Ms. Buhay held sales management positions in the news and advertising division
of Radio TV Reports, a broadcast research firm owned by the Arbitron Company.
Harold Finelt, 37, has served as a director of the Company since 1987. Mr.
Finelt joined American Research & Development, a private venture capital firm,
as an associate in 1986 and he has been a Vice President of such firm since
1990. He is a partner of American Research & Development's venture funds and a
general partner of Hospitality Technology Funds, L.P.
Donald Kimelman, 50, has served as a director of the Company since 1987. In
March 1997, Mr. Kimelman became the manager of Venture Funds of the Pew
Charitable Trust. Mr. Kimelman was the Pennsylvania editor of the Philadelphia
Inquirer responsible for supervising state and suburban coverage since January
1996 to March 1997. Mr. Kimelman worked for the Annapolis Evening Capital and
the Baltimore Sun prior to joining the Philadelphia Inquirer. At the Inquirer,
he had local, national, foreign and investigative assignments prior to becoming
an editor. From 1981 to 1983, he was a national correspondent and from 1983 to
1987 he was Moscow bureau chief. Mr. Kimelman was deputy editor of the editorial
page of the Philadelphia Inquirer from 1987 to 1993 and became foreign editor in
August 1994.
Fred J. Meyer, 67, has served as a director of the Company since April
1998. Mr. Meyer was appointed Chief Financial Officer of Omnicom Group Inc. in
April 1988. Mr. Meyer was Senior Vice President, Finance, and Chief Financial
Officer of CBS Inc. from July 1982 to March 1988. Prior to his employment with
CBS, Mr. Meyer served in various positions with Sandoz Ltd. (presently Novartis
Corporation), including President and Chief Executive Officer, Sandoz United
States from 1978 until 1981.
James J. O'Neill, 59, has served as a director of the Company since 1994.
Since 1995 he has acted as a private financial consultant. From 1990 to 1995 Mr.
O'Neill served as a Senior Vice President of Rothschild Inc.
Paul Sagan, 39, has served as a director of the Company since March 1997.
In December 1996, Mr. Sagan became a member of the board of VDOnet Corporation,
a private company that has developed technology to
4
<PAGE>
allow video broadcasting and video telephony over the Internet and other
computer networks. From December 1995 to December 1996, Mr. Sagan was President
and Editor of New Media at Time Inc. From December 1992 until December 1995, Mr.
Sagan was Managing Editor of News on Demand at Time Inc.
Theodore Wm. Tashlik, 58, has served as a director of the Company since
1992. Mr. Tashlik has been a member of the law firm of Tashlik, Kreutzer &
Goldwyn P.C., which represents the Company in certain matters, for more than
five years.
DIRECTORS' FEES
Directors do not receive any cash compensation for their services but are
reimbursed for expenses incurred in attending meetings. In addition, each
non-employee director is granted options annually to purchase 3,000 shares of
Common Stock under the Company's 1996 Directors Stock Option Plan.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During Fiscal Year 1997, the Board of Directors held four meetings. In
addition, there were five actions taken by unanimous written consents. Each
director attended at least 75% of the aggregate of (a) the total number of
meetings of the Board of Directors and (b) the committees on which the director
served.
The Board has three committees: the Audit Committee, the Stock Option
Committee and the Compensation Committee.
Audit Committee. The Audit Committee makes recommendations to the Board of
Directors concerning the engagement of independent auditors, reviews with the
independent auditors the plans and results of the audit engagement, reviews the
independence of the independent auditors, considers the range of audit and
non-audit fees and reviews the adequacy of the Company's internal controls. In
addition, the Audit Committee meets periodically with the independent auditors
and representatives of management to review accounting activities, financial
control and reporting. The Audit Committee is comprised of Messrs. Harold Finelt
and James J. O'Neill and held one meeting during fiscal 1997.
Stock Option Committee. The Stock Option Committee is responsible for
administering the Company's stock option plans. The Stock Option Committee is
comprised of Messrs. Harold Finelt and Donald Kimelman and held two meetings
during fiscal 1997.
Compensation Committee. The Compensation Committee is responsible for
establishing salaries, bonuses, and other compensation for the Company's
officers. The Compensation Committee is comprised of Messrs. Harold Finelt,
Donald Kimelman and Theodore Wm. Tashlik and held seven meetings during fiscal
1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, and the
rules issued thereunder, the Company's directors, executive officers and persons
holding more than 10% of the Company's outstanding common stock are required to
file with the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. reports of ownership and changes in ownership of Common
Stock and other equity securities of the Company. Based solely on the Company's
review of copies of such reports furnished to the Company or written
representations that no other reports were required, the Company believes that,
during fiscal 1997, all of its executive officers, directors and persons holding
more than 10% of the Company's outstanding Common Stock complied with the
requirements of Section 16(a) except for Laurence Moskowitz, J. Graeme
McWhirter, Mark Manoff, David Davis, and Nicholas Peters who were each late in
filing one report for one transaction; and Mark Weiner who was late in filing
one report for two transactions.
5
<PAGE>
ADDITIONAL INFORMATION
STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 17, 1998, by (i) each
executive officer, identified in the Summary Compensation Table below; (ii) each
director and nominee for director; (iii) all executive officers and directors as
a group; and (iv) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AS OF
APRIL 17, 1998(1)
------------------------------------------------
EXECUTIVE OFFICERS, NUMBER OF PERCENT OF
DIRECTORS AND 5% STOCKHOLDERS SHARES CLASS
- ----------------------------------- ---------------------- ----------------------
<S> <C> <C>
Laurence Moskowitz (2) ............ 430,554 8.2%
c/o Medialink Worldwide
Incorporated
708 Third Avenue
New York, NY 10017
J. Graeme McWhirter(3) ............ 134,955 2.6
Nicholas F. Peters(4) ............. 41,560 *
Mark Manoff(5) .................... 60,364 1.2
Mary Buhay(6) ..................... 6,640 *
Mark Weiner(7)..................... 6,540 *
Richard Frisch(8).................. 38,985 *
Harold Finelt(9)................... 76,624 1.5
Donald Kimelman(10)................ 57,400 1.1
James J. O'Neill(11)............... 5,800 *
Theodore Wm. Tashlik(12)........... 60,421 1.2
Paul Sagan(13)..................... 8,333 *
David Davis(14).................... 26,321 *
Fred J. Meyer...................... 0 *
All Named Executive Officers and 954,496 17.4%
Directors as a Group (14
Persons).........................
Others:
FMR Corp. ....................... 672,900 12.2%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------
* Represents less than 1% of the outstanding shares of Common Stock including
shares issuable to such beneficial owner under options which are presently
exercisable or will become exercisable within 60 days.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares shown as beneficially owned by such
person.
(2) Includes 71,400 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(3) Includes 64,377 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998. Also includes 11,000 shares
owned by the McWhirter Family Associates LLC which may be deemed to be
beneficially owned by Mr. McWhirter.
(4) Includes 32,560 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(Footnotes continued on next page)
6
<PAGE>
(Footnotes continued from previous page)
(5) Includes 34,940 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(6) Represents shares of Common Stock which may be acquired upon the exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of April 17, 1998.
(7) Includes 1,900 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(8) Includes 1,800 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998. Also includes 35,185 shares
of Common Stock held by Jake & Zach Media Holdings Group, Inc. Mr. Frisch,
as sole shareholder of Jake & Zach Media Holdings Group, Inc., may be
deemed to beneficially own all of such shares.
(9) Includes 15,400 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(10) Includes 15,400 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998. Also includes 42,000 shares
of Common Stock held by SDJ Family Trust as to which Mr. Kimelman has
voting power and beneficial ownership of 33% of such shares.
(11) Represents shares of Common Stock which may be acquired upon the exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of April 17, 1998.
(12) Includes 15,400 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998. Also includes 2,200 shares of
Common Stock of The Lillian Tashlik Trust, of which Mr. Tashlik is a
trustee.
(13) Includes 3,333 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
(14) Includes 22,800 shares of Common Stock which may be acquired upon the
exercise of stock options which are presently exercisable or will become
exercisable within 60 days of April 17, 1998.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation paid for the years ended
December 31, 1997 and 1996 to (i) the Chief Executive Officer and (ii) the
Company's four other most highly compensated individuals who were serving as
officers on December 31, 1997 and whose salary plus bonus exceeded $100,000 for
the year ended December 31, 1997 (collectively, the 'Named Executive Officers').
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYIING
NAME AND PRINCIPAL ----------------------------- OPTIONS/ ALL OTHER
POSITION YEAR SALARY ($)(1) BONUS ($)(1) SARS(#) COMPENSATION($)(3)
- -------------------------------------------- ---- ------------- ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C>
Laurence Moskowitz ......................... 1997 $ 165,733 $ 88,363 20,000 $2,375
Chairman of the Board 1996 143,134 61,859 92,400 1,644
President and Chief
Executive Officer
J. Graeme McWhirter ........................ 1997 149,183 70,006 20,000 2,375
Executive Vice President, 1996 128,755 42,718 76,394 1,557
Chief Financial Officer and
Assistant Security
Mark Manoff ................................ 1997 124,440 55,755 2,000 2,375
Senior Vice President/Sales 1996 107,820 39,821 39,700 1,648
Mary Buyay ................................. 1997 79,003 122,013(2) -- 2,375
Vice President of Sales 1996 64,344 95,882 6,800 1,767
Richard Frisch ............................. 1997 134,246 67,123 -- 476
Senior Vice President and 1996 -- -- -- --
Executive Officer of the
Medialink MCTV Division
</TABLE>
- ------------------
(1) All figures are rounded down to the nearest whole dollar.
(2) Includes sales commissions of $111,099 and $95,682 in 1997 and 1996,
respectively.
(3) Represents matching contributions by the Company to the Company's 401(k) tax
deferred savings plan (the '401(k) Plan') for the benefit of the executive.
8
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING THE LAST FISCAL YEAR
The following table contains certain information concerning options for the
purchase of the Company's Common Stock that were awarded to each of the Named
Executive Officers in 1997. No stock appreciation rights were granted to these
individuals during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
--------------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS/ STOCK PRICE
SECURITIES SARS GRANTED APPRECIATION FOR
UNDERLYING TO EXERCISE OPTION TERM(3)
OPTIONS/ EMPLOYEES IN PRICE PER EXPIRATION --------------------
NAME SARS GRANTED(#) FISCAL YEAR(2) SHARE DATE 5%($) 10%($)
- ------------------------------ ------------------ -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Laurence Moskowitz............ 20,000 17.07% $ 6.375 3/31/2007 $207,825 $330,225
J. Graeme McWhirter........... 20,000 17.07% 6.375 3/31/2007 207,825 330,225
Mark Manoff................... 2,000 1.71% 11.125 9/3/2007 36,268 57,628
Mary Buhay.................... -- -- -- -- -- --
Richard Frisch................ -- -- -- -- -- --
</TABLE>
- ------------------
(1) These options have a term of 10 years, subject to earlier termination upon
certain events related to termination of employment and amendment or
termination of the Plan. Each of these options was granted at an exercise
price equal to the estimated fair market value of the underlying stock on
the date of the grant, as determined by the Board of Directors. The option
shares vested 20% on the date of grant and will vest 20% on each anniversary
date thereafter.
(2) Based on options granted for an aggregate of 117,150 shares during the year
ended December 31, 1997.
(3) The 5% and 10% assumed compounded annual rates of stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance provided to any executive officer or any other holder of the
Company's securities that the actual stock price appreciation over the
ten-year option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of the Common Stock appreciates
over the option term, no value will be realized from the option grants made
to the Named Executive Officers.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information concerning option exercises and
option holdings for the year ended December 31, 1997 with respect to each of the
Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED ON REALIZED OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS AT
NAME EXERCISE(#) ($)(1) YEAR-END(#) FISCAL YEAR-END($)(2)
- ----------------------------------- ----------- -------- ---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
($) ($)
----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Laurence Moskowitz................. 6,000 44,250 50,020 75,280 501,596 709,149
J. Graeme McWhirter................ 6,000 44,250 42,898 65,196 429,759 608,119
Mark Manoff........................ 4,800 35,400 23,000 28,300 235,745 271,537
Mary Buhay......................... -- -- 4,880 5,520 51,306 56,782
Richard Frisch..................... -- -- -- -- -- --
</TABLE>
- ------------------
(1) Difference between the fair market value of the Common Stock purchased and
the exercise price on the date of exercise.
(2) Difference between the fair market value of the underlying common stock
($13.50 per share) and the exercise price for in-the-money options on
December 31, 1997.
9
<PAGE>
EMPLOYMENT CONTRACTS
Each of the Company's Named Executive Officers has entered into an
employment agreement with the Company which commences on February 4, 1997,
except for the employment agreement with Mr. Richard Frisch which commenced on
June 16, 1997.
The employment agreements with Messrs. Moskowitz and McWhirter provide for
an initial annual base salary of not less than $150,000 and $135,000,
respectively, plus a bonus to be awarded annually at the discretion of the
Compensation Committee. Effective July 1, 1997, the annual base salaries of
Messrs. Moskowitz and McWhirter were increased to $182,000 and $164,000,
respectively. The employment agreements have a term of three years.
The employment agreements with Mr. Manoff and Ms. Buhay provide for initial
annual base salaries of not less than $108,500 and $80,000, respectively, plus
bonuses to be awarded annually at the discretion of the Compensation Committee.
Effective July 1, 1997, the annual base salary of Mr. Manoff was increased to
$131,000. In addition, Ms. Buhay is entitled to receive certain sales
commissions. The employment agreements have a term of two years.
The employment agreement with Mr. Richard Frisch provides for an annual
base salary of $250,000 plus a minimum annual bonus of $125,000, both, subject
to adjustment upward on an annual basis, plus additional bonuses in the event
pre-tax net income goals specified in the employment agreement are reached. The
employment agreement has a term of five years.
The employment agreements entitle these executive officers to participate
in the health, insurance, pension and other benefits, if any, generally provided
to employees of the Company.
The employment agreements contain covenants prohibiting the solicitation of
employees and the solicitation of clients and vendors during certain periods and
covenants prohibiting the improper disclosure of confidential information at any
time. The employment agreements also provide that the executive officer, with
certain exceptions, until two years after the termination of his or her
employment with the Company, would not participate in any capacity in any
business activities with respect to the production of video and audio public
relations materials for distribution to news media, the distribution of public
relations text, audio and video to news media and the general public via
satellite, cassette, wire or other means, the maintenance of data bases of media
contacts for and on behalf of clients, the analysis and written appraisal of
public relations and public affairs campaigns as determined through press
clipping review or electronic data base searches, and such other businesses as
the Company may conduct from time to time.
The Company may terminate the employment of the executive officers upon the
death or extended disability of the executive officer or for cause (as defined).
With the exception of Mr. Frisch, if the employment of an executive officer is
terminated by the Company without cause, the employment agreements require the
Company to continue to pay the executive officer's salary and health and
insurance benefits for a period of one year after such termination in the case
of Messrs. Moskowitz and McWhirter and a period of between three to six months
in all other cases, or until the date the term would have expired or the
commencement of employment elsewhere, if earlier. If the employment of Mr.
Frisch is terminated by the Company without cause, his employment agreement
requires the Company to continue to pay his salary, bonus and insurance benefits
for a period equal to the earlier of the date Mr. Frisch commences employment
elsewhere or the date the term would have expired.
10
<PAGE>
REPORT OF THE MEDIALINK WORLDWIDE INCORPORATED
BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee (the 'Committee') of the Board of Directors of
the Company determines the Company's executive compensation policies. The
Committee is comprised of three non-employee Directors. After evaluating the
performance of the Company and its executive officers, the Committee recommends
compensation programs and salary levels to the entire Board of Directors for
approval. Set forth below is a report submitted by the Committee addressing the
Company's compensation policies for the fiscal year ended December 31, 1997 as
they affected the executive officers of the Company.
COMPENSATION PHILOSOPHY
The goal of the Company is to be a significant provider of quality services
in the markets it serves. To support this and other strategic objectives as
approved by the Board of Directors and to provide adequate returns to
stockholders, the Company must compete for, attract, develop, motivate and
retain top quality executive management.
In designing and administering the executive compensation program, the
Committee strives to balance short and long-term incentive objectives and use
prudent judgment in establishing performance criteria, evaluating performance
and determining actual incentive awards. The Committee believes that stock
ownership by executive officers is beneficial in aligning the common interests
of management and stockholders to enhance stockholder value.
COMPONENTS OF EXECUTIVE COMPENSATION
The three components of the Company's executive compensation program are
base salary, annual bonus and stock option grants. These three elements are
structured by the Committee, in conjunction with the Company's Stock Option
Committee which is comprised of two non-employee Directors, to cumulatively
provide the Company's executive officers with levels of total compensation
consistent with the Company's executive compensation philosophy described above.
The Company's executive salary levels are intended to be consistent with
competitive salary levels and job responsibilities of each executive. Salary
increases reflect competitive and economic trends, the overall financial
performance of the Company and the performance of the individual executive.
Factors considered in gauging the Company's overall financial performance
include the Company's revenues and profits.
RELATIONSHIP OF CORPORATE PERFORMANCE TO EXECUTIVE COMPENSATION
The Committee takes into account the executives' performance in special
projects undertaken during the past fiscal year, contribution to strategic
acquisitions and development of new services, improving quality of services,
marketing strategies and general performance of individual job responsibilities
and other factors. In addition, in determining executive compensation the
Committee also considers the contribution of each executive officer to the
growth in pre-tax earnings of the Company over the last fiscal year.
Satisfaction of certain performance criteria (including initiative,
contribution to overall corporate performance and managerial ability) is
evaluated after informal discussions with the other members of the Board and,
for all of the executives other than Mr. Moskowitz, after discussions with Mr.
Moskowitz.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In addition to the factors mentioned above, the Committee's general
approach in setting Mr. Moskowitz's annual compensation is to seek to be
competitive with other companies in the Company's industry and to reward Mr.
Moskowitz's strategic management abilities in directing the Company's expansion
efforts and its development and exploitation of new markets, growth of its
international business and new business opportunities.
Compensation Committee
Harold Finelt
Donald Kimelman
Theodore Wm. Tashlik
11
<PAGE>
PERFORMANCE GRAPH
The following graph compares the eleven month percentage change in the
cumulative total stockholder return on the Company's Common Stock with The
Nasdaq Composite, the Standard & Poors 500 Composite and Nasdaq Telecomm, a peer
group index for the period commencing January 31, 1997 and ending December 31,
1997. The peer group consists of 189 companies engaged in the communications
industry and includes Metro Networks, Inc., United Video Satellite Group, Inc.
and Panamsat Corp. The Company has changed its peer-group index from the MG
Group Index, used for the immediately preceding fiscal year, to the Nasdaq
Telecomm Index, because at the time the Company filed its last proxy statement
the Company was not included in an index. The Company is currently included in
the Nasdaq Telecomm Index. For the period from January 31, 1997 through December
31, 1997 the Company's total return was 33.33%. The total return of the Nasdaq
Telecomm Index and the MG Group Index was 40.25% and 18.51%, respectively, for
the same period. The graph assumes that $100 was invested on January 31, 1997 in
the Company's Common Stock and in each of the other indices and assumes
reinvestment of all dividends and is weighted on a market capitalization basis.
COMPARE CUMULATIVE TOTAL RETURN
AMONG MEDIALINK, NASDAQ COMPOSITE,
NASDAQ TELECOMM AND S & P 500 COMP-LTD.
[LINE GRAPH]
<TABLE>
<CAPTION>
Jan 97 Feb 97 Mar 97 Apr 97 May 97 Jun 97 Jul 97 Aug 97 Sep 97 Oct 97 Nov 97 Dec 97
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MEDIALINK WORLDWIDE INC 100.00 95.06 62.96 71.60 64.20 85.19 101.23 108.64 159.26 169.14 170.37 133.33
NASDAQ COMPOSITE 100.00 94.88 88.57 91.45 101.63 104.71 115.77 115.33 122.51 115.85 116.40 114.27
NASDAQ TELECOMM 100.00 99.01 92.15 95.29 105.98 113.72 121.14 116.75 132.38 134.74 135.25 140.25
S&P 500 COMP-LTD 100.00 100.78 96.65 102.42 108.65 113.51 122.54 115.68 122.01 117.94 123.40 125.51
</TABLE>
Assumes $100 invested on January 31, 1997.
Assumes dividend reinvested for the eleven months ended December 31, 1997.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
The Company is asking the stockholders to ratify the appointment of KPMG
Peat Marwick LLP as the Company's Independent Auditors for the fiscal year
ending December 31, 1998.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the selection is ratified, the
Board of Directors, in its discretion, may direct the appointment of a different
independent auditing firm at any time during the year if the Board of Directors
feels that such a change would be in the Company's and its stockholders' best
interests.
KPMG Peat Marwick LLP has audited the Company's financial statements
annually since fiscal 1987. Its representatives will be present at the Meeting,
will have the opportunity to make a statement if they desire to do so, and will
be available to respond to appropriate questions.
12
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP TO SERVE AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
OTHER BUSINESS
The Board does not intend to present, and does not have any reason to
believe that others intend to present, any matter of business at the Meeting
other than as set forth above. If any other matter should be presented properly,
it is the intention of the persons named as proxies to vote on such matters in
accordance with their judgment.
VOTING PROCEDURES
Directors of the Company must be elected by a plurality of the vote of the
shares of Common Stock present in person or represented by proxy at the Meeting.
Consequently, only shares that are voted in favor of a particular nominee will
be counted toward such nominee's achievement of a plurality. Shares present at
the Meeting that are not voted for a particular nominee or shares present by
proxy where the stockholder properly withheld authority to vote for such nominee
(including broker non-votes) will not be counted toward such nominee's
achievement of a plurality.
With respect to any other matter that may be submitted to the stockholders
for a vote, the affirmative vote of the holders of at least a majority of the
shares of Common Stock present in person or represented by proxy at the Meeting
for a particular matter is required to become effective. With respect to
abstentions, the shares are considered present at the Meeting for the particular
matter, but since they are not affirmative votes for the particular matter, they
will have the same effect as votes against the matter. With respect to broker
non-votes, the shares are not considered present at the Meeting for the
particular matter as to which the broker withheld authority.
1999 PROPOSALS FOR ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the 1999
Annual Meeting must be received by the Company at its principal executive
offices on or before December 14, 1998.
ANNUAL REPORT
The Company's Annual Report containing audited consolidated financial
statements for the fiscal year ended December 31, 1997 accompanies this Proxy
Statement. THE COMPANY WILL SEND TO A STOCKHOLDER, UPON REQUEST WITHOUT CHARGE,
A COPY OF THE ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED
DECEMBER 31, 1997, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, WHICH
THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE REQUEST
MUST BE DIRECTED TO THE ATTENTION OF J. GRAEME MCWHIRTER, ASSISTANT SECRETARY,
AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS PROXY
STATEMENT.
By Order of The Board of Directors,
MEDIALINK WORLDWIDE INCORPORATED
J. Graeme McWhirter
Assistant Secretary
Dated: April 24, 1998
13
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE NOMINEES AND PROPOSALS LISTED BELOW
Please mark
your votes as
indicated in / X /
this example
1. ELECTION OF NOMINEES-To elect each of Theodore Wm. Tashlik, David Davis and
Fred J. Meyer as a director of the Company to serve three-year terms until
the Company's 2001 Annual Meeting of Stockholders and to elect J. Graeme
McWhirter as a director of the Company to serve a two-year term until the
Company's 2000 Annual Meeting of Stockholders.
FOR all nominees listed WITHHOLD AUTHORITY
above (except as to vote for all nominees
marked to the contrary) listed above
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent certified public accountants for the fiscal year ending December
31, 1998.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion upon such other matters, including withholding a quorum
if necessary, as may properly come before the Meeting.
This Proxy will be voted as directed or, if no direction is given, will
be voted FOR the election of the nominees and the approval of the
proposals described above.
Dated: , 1998
----------------------------------------
-----------------------------------------------------
(Signature)
-----------------------------------------------------
(Signature)
- ------------------------------------------------------
(Title or Capacity)
(Please sign your name or names exactly as it appears
on your stock certificate(s). When signing as attorney,
executor, administrator, trustee, guardian or
corporate executor, please give your full title as
such. For joint accounts, all co-owners should sign.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF MEDIALINK WORLDWIDE INCORPORATED
IN CONNECTION WITH ITS 1998 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 3, 1998
The undersigned stockholder of Medialink Worldwide Incorporated (the
"Company") hereby appoints Laurence Moskowitz and J. Graeme McWhirter or either
of them, the true and lawful attorneys, agents and proxies of the undersigned,
with full power of substitution, to vote all shares of Common Stock of the
Company which the undersigned may be entitled to vote at the 1998 annual meeting
of stockholders of the Company to be held on June 3, 1998, and at any
adjournment or postponement of such meeting with all powers which the
undersigned would possess if personally present, for the following purposes:
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED
(Continued on the reverse side)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
MEDIALINK WORLDWIDE INCORPORATED
Annual Meeting
of
Stockholders
Wednesday June 3, 1998
9:30 A.M.
The Sky Club
200 Park Avenue (Met Life Building)
56th Floor
New York, NY 10166
