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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 8, 1998
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MEDIALINK WORLDWIDE INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware
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(State of Incorporation)
0-21989
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(Commission File Number)
52-1481284
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(IRS Employer Identification Number)
708 Third Avenue, New York, New York 10017
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(Address of principal executive offices)
212-682-8300
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets.
On July 8, 1998 (the "Closing"), Medialink Worldwide
Incorporated ("Medialink"), a Delaware corporation, entered into a Share
Purchase Agreement (the "Agreement") with Stuart Maister, Alan M. Greenberg
and the other shareholders of Tempest T.V. Limited (collectively, the
"Shareholders") to acquire all of the outstanding common shares of Tempest
T.V. Limited, d/b/a The London Bureau ("The London Bureau"). The London
Bureau, a British corporation, is a producer of corporate video for use by
British broadcasters. Medialink will continue to conduct the business
previously conducted by The London Bureau in a similar manner as part of its
Medialink International Division.
Pursuant to the terms of the Agreement, the maximum
aggregate purchase price to be paid to the Shareholders shall be up to
(pound)3,799,575 (approximately US $6,250,000 using the spot exchange rate for
July 8, 1998 as reported in The Wall Street Journal on July 9, 1998 of $US
1.645/(pound)), exclusive of payments of (pound)295,000 under the Deeds of
Covenant, as hereinafter described. Pursuant to the terms of the formula set
forth in the Agreement, the aggregate purchase price payable under the
Agreement may include certain additional payments based on the revenues and
net profits of the International Division of Medialink earned during the three
years commencing July 1, 1998. Pursuant to the terms of the Agreement, the
initial purchase price of (pound)1.00 million (approximately US $1.65 million)
was paid to the Shareholders as follows: (pound)620,000 (approximately US
$1.02 million) in cash and the issuance of 31,206 shares of Medialink's common
stock valued at (pound)380,000 (approximately US $625,000) (the "Shares"). The
consideration received by the Shareholders at the Closing in connection with
the Agreement was arrived at after arms length negotiation among unrelated
parties. The number of shares issued and delivered to the Shareholders was
determined based on a value of $20.15 per share. The source of funds for the
acquisition of The London Bureau was the working capital of Medialink. The
Shares were newly issued shares of the common stock of Medialink.
In connection with the transaction, Medialink entered into
Deeds of Covenant with terms of four and three years with Stuart Maister and
Alan M. Greenberg, respectively. In consideration of such Shareholders'
covenants not to compete with Medialink, as set forth in the Deeds of
Covenant, the Shareholders received payments aggregating (pound)295,000
(approximately US $485,000). In addition, Medialink entered into a four year
executive service agreement with Stuart Maister (the "Executive Service
Agreement"). The Executive Service Agreement provides for payments of
(pound)75,000 (approximately US $123,000), per annum, subject to annual
increases plus bonus based on certain profitability goals, as defined in the
Executive Service Agreement.
Pursuant to the terms of the Agreement, Medialink granted to
the Shareholders certain demand registration rights with respect to the
Shares.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impracticable to provide the required
financial statements of the
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business acquired at the present date. The required
financial statements of the business acquired shall
be filed no later than September 21, 1998.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro
forma financial information of The London Bureau at
the present date. The required pro forma financial
information shall be filed no later than September
21, 1998.
(c) Exhibits.
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Exhibit Number Description
2.1* Share Purchase Agreement by and among
Medialink and the Shareholders
28.1* Deed of Covenant by and between
Medialink and Stuart Maister
28.2* Deed of Covenant by and between
Medialink and Alan M. Greenberg
28.3* Executive Service Agreement by and
between Medialink and Stuart Maister
28.4* Deed of Tax Covenant by and between
Medialink and the Shareholders
* - To be filed by amendment
The undersigned Registrant hereby agrees to furnish supplementally to the
Commission a copy of any omitted schedule to the Agreement upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
MEDIALINK WORLDWIDE INCORPORATED
By: /s/ Laurence Moskowitz
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Laurence Moskowitz,
President, Chief Executive Officer
and Chairman of the Board
Dated: July 23, 1998
