<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
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)(4) 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 8, 2000
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 8, 2000, 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 2003 and until their successors are elected and
qualified;
2. To amend the Company's Amended and Restated Stock Option Plan to
increase by 500,000 the number of shares of Common Stock reserved for
issuance thereunder;
3. To ratify the appointment of KPMG LLP as the Company's Independent
Auditors for the fiscal year ending December 31, 2000; and
4. 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 17, 2000 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, 2000
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
708 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2000
------------------------
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 8, 2000, 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 8, 2000, 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, 2000.
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 2003 annual
meeting; (2) the amendment of the Company's Amended and Restated Stock Option
Plan to increase by 500,000 the number of shares of Common Stock reserved for
issuance thereunder; (3) the ratification of the Company's Independent Auditors;
and (4) 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 17, 2000 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 5,679,294 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 eight persons
in three classes, two classes consisting of three directors and one class
consisting of two directors. The class whose term of office expires at the
Meeting currently consists of three directors. The directors elected to this
class, J. Graeme McWhirter, James J. O'Neill and Paul Sagan, will serve for a
term of three years,
<PAGE>
expiring at the 2003 annual meeting of stockholders and until their successors
have been duly elected and qualified. 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 2003 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 THREE NOMINEES.
Nominees for director for three-year term ending in 2003:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
J. Graeme McWhirter............. Executive Vice President, Chief Financial Officer and Assistant 1998
Secretary
James J. O'Neill................ Private Financial Consultant 1994
Paul Sagan...................... President and Chief Operating Officer of Akamai Technologies, 1996
Inc.
</TABLE>
Continuing director for term ending upon the 2001 annual meeting of
stockholders:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
Fred J. Meyer................... Special Advisor/Executive Office of Omnicom Group Inc. 1998
Theodore Wm. Tashlik............ Member of Tashlik, Kreutzer & Goldwyn P.C., a law firm 1992
</TABLE>
Continuing director for term ending upon the 2002 annual meeting of
stockholders:
<TABLE>
<CAPTION>
SERVED AS
NAME POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION DIRECTOR FROM
- -------------------------------- ---------------------------------------------------------------- -------------
<S> <C> <C>
Harold Finelt................... Vice President of American Research & Development, 1987
a private venture capital firm
Donald Kimelman................. Director, Venture Fund, The Pew Charitable Trust 1987
Laurence Moskowitz.............. Chairman, President and Chief Executive Officer of the Company 1986
</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, 2000:
<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
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, 48, 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, 44, 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 LLP in London and Philadelphia as a
manager.
Nicholas F. Peters, 48, has served as Senior Vice President/Broadcast
Services, overseeing the West Coast sales and services of the Company since
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 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, 48, has served as Executive Vice President/US, overseeing all
sales, marketing and operations of the domestic business since April 1998. He
served as Senior Vice President/Sales from January 1996 to April 1998. 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
3
<PAGE>
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, 42, 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, 44, 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, 35, has served as Vice President/US Sales since April 1998. She
served as Vice President/Sales and Special Services from July 1996 to April
1998. 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, 39, 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 general partner of American Research & Development's venture
funds and a general partner of Hospitality Technology Funds, L.P.
Donald Kimelman, 52, 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. He currently serves as Director, Venture Funds, 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, 69, Special Advisor/Executive Office of Omnicom Group Inc.
(NYSE: OMC), one of the world's largest advertising agency holding companies,
was elected to Medialink's Board of Directors in June 1998. Mr. Meyer served as
Omnicom's Chief Financial Officer from 1988 to 1998. Prior to 1998 he was a
Senior Vice President, Finance, and Chief Financial Officer of CBS Inc. He began
his professional career at Sandoz (now Novartis Corporation), where he held a
number of positions in his native Switzerland and in the United States. He holds
an M.B.A. with distinction from Harvard Business School and an M.S., cum laude,
from the Swiss Federal Institute of Technology. He currently serves on the
Boards of Directors of Zurich-American Insurance Cos., SoGen International Fund,
Inc., SoGen Funds, Inc., and Novartis Corporation.
James J. O'Neill, 62, 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, 40, has served as a director of the Company since March 1997.
In 1999 he joined Akamai Technologies, Inc. as Chief Executive Officer and he
currently serves as President and Chief Operating Officer. In August 1997
Mr. Sagan was named Senior Advisor to the World Economic Forum in Geneva,
Switzerland. Previously Mr. Sagan was President and Editor of New Media at Time
Inc. from December 1995 to December 1996, and Managing Editor of News on Demand
at Time Inc. from December 1992 to December 1995. Since December 1996,
Mr. Sagan has been a Director of VDOnet Corporation, a private company that has
developed
4
<PAGE>
technology for video broadcasting and video telephony over the Internet and
other computer networks. Since summer 1997 Mr. Sagan has been Director of
HotOffice Technologies, Inc., a private company that supplies virtual intranet
services and applications to small and mid-sized businesses.
Theodore Wm. Tashlik, 60, 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 1999, the Board of Directors held six meetings. In
addition, there was one action taken by unanimous written consent. 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. Fred Meyer
and James J. O'Neill and held one meeting during fiscal 1999.
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 four meetings
during fiscal 1999.
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 four meetings during fiscal
1999.
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 1999, 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 who was late in
filing two reports for three transactions, Mark Weiner who was late in filing
two reports for three transactions and Richard Frisch who was late in filing one
report for one transaction.
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, 2000, 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, 2000(1)
------------------------------------------------
EXECUTIVE OFFICERS, NUMBER OF PERCENT OF
DIRECTORS AND 5% STOCKHOLDERS SHARES CLASS
- ----------------------------------- ---------------------- ----------------------
<S> <C> <C>
Laurence Moskowitz(2) ............. 476,754 8.22%
c/o Medialink Worldwide
Incorporated
708 Third Avenue
New York, NY 10017
J. Graeme McWhirter(3) ............ 194,229 3.36
Nicholas F. Peters(4) ............. 60,900 1.06
Mark Manoff(5) .................... 84,514 1.47
Mary Buhay(6) ..................... 9,740 *
Mark Weiner(7)..................... 10,550 *
Richard Frisch(8).................. 50,719 *
Harold Finelt(9)................... 84,624 1.49
Donald Kimelman(10)................ 42,400 *
James J. O'Neill(11)............... 13,800 *
Theodore Wm. Tashlik(12)........... 66,221 1.16
Paul Sagan(13)..................... 31,000 *
Fred J. Meyer(14).................. 24,000 *
All Named Executive Officers and 1,149,451 18.69%
Directors as a Group (13
Persons).........................
Others:
Brown Capital Management, 1,229,300 21.65%
Inc. .........................
1201 North Calvert Street
Baltimore, Maryland 21202
FMR Corp. ....................... 553,400 9.75
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors 323,900 5.71
Inc. .........................
1299 Ocean Avenue
Santa Monica, California 90401
</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.
(Footnotes continued on next page)
6
<PAGE>
(Footnotes continued from previous page)
(2) Includes 122,900 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, 2000.
(3) Includes 111,694 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, 2000. Also includes 21,000 shares
owned by the McWhirter Family Associates LLC which may be deemed to be
beneficially owned by Mr. McWhirter.
(4) Includes 50,680 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, 2000.
(5) Includes 63,900 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, 2000.
(6) Includes 6,860 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, 2000.
(7) Includes 4,400 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, 2000.
(8) Includes 8,600 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, 2000. Also includes 26,926 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 13,400 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, 2000.
(10) Includes 23,400 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, 2000.
(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, 2000.
(12) Includes 23,400 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, 2000.
(13) Includes 16,000 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, 2000.
(14) Includes 14,000 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, 2000.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation paid for the years ended
December 31, 1999, 1998 and 1997 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, 1999 and whose salary plus bonus exceeded
$100,000 for the year ended December 31, 1999 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND PRINCIPAL ----------------------------- OPTIONS/ ALL OTHER
POSITION YEAR SALARY ($)(1) BONUS ($)(1) SARS(#) COMPENSATION($)(3)
- -------------------------------------------- ---- ------------- ------------ ------------ ------------------
<S> <C> <C> <C> <C> <C>
Laurence Moskowitz ......................... 1999 $ 259,536 $115,952 11,500 $2,400
Chairman of the Board, 1998 205,869 145,209 11,000 2,400
President and Chief 1997 165,733 88,363 20,000 2,375
Executive Officer
Richard Frisch ............................. 1999 298,833 278,607 9,000 2,400
Senior Vice President, President and 1998 267,800 444,677(2) 9,000 2,400
Executive Officer of the 1997 134,246 67,123 -- 476
Medialink MCTV Division
J. Graeme McWhirter ........................ 1999 201,282 56,105 11,500 2,400
Executive Vice President, 1998 186,455 111,031 11,000 2,400
Chief Financial Officer and 1997 149,183 70,006 20,000 2,375
Assistant Secretary
Mark Manoff ................................ 1999 222,557 86,980 9,500 2,400
Executive Vice President/U.S. 1998 173,249 115,842 20,000 2,400
1997 124,440 55,755 2,000 2,375
Nicholas F. Peters ......................... 1999 158,453 14,488 4,000 1,942
Senior Vice President/Broadcast Services 1998 141,553 90,554 9,000 2,126
1997 123,661 52,633 -- 1,190
</TABLE>
- ------------------
(1) All figures are rounded down to the nearest whole dollar.
(2) Includes sales commissions of $82,888 and $72,287 in 1999 and 1998,
respectively.
(3) Represents matching contributions by the Company to the Company's
401(k) tax deferred savings plan (the "401(k) Plan") for the benefit of the
executive.
8
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING THE LAST FISCAL YEAR
The following table contains certain information concerning options for the
purchase of the Company's Common Stock that were awarded to each of the Named
Executive Officers in 1999. No stock appreciation rights were granted to these
individuals during such year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
--------------------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS/ STOCK PRICE
SECURITIES SARS GRANTED APPRECIATION FOR
UNDERLYING TO EXERCISE OPTION TERM(3)
OPTIONS/ EMPLOYEES IN PRICE PER EXPIRATION --------------------
NAME SARS GRANTED(#) FISCAL YEAR(2) SHARE DATE 5%($) 10%($)
- -------------------------------- ------------------ -------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Laurence Moskowitz.............. 10,000 2.84% $11.250 3/15/2009 $183,251 $291,796
1,500 0.43% 5.375 10/28/2009 13,133 20,912
Richard Frisch.................. 7,000 1.98% 11.250 3/15/2009 128,275 204,257
2,000 0.57% 5.375 10/28/2009 17,511 27,883
J. Graeme McWhirter............. 10,000 2.84% 11.250 3/15/2009 183,251 291,796
1,500 0.43% 5.375 10/28/2009 13,133 20,912
Mark Manoff..................... 7,000 1.98% 11.250 3/15/2009 128,275 204,257
2,500 0.71% 5.375 10/28/2009 21,888 34,853
Nicholas F. Peters.............. 3,000 0.85% 11.250 3/15/2009 54,976 87,539
1,000 0.28% 5.375 10/28/2009 8,755 13,941
</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 352,700 shares during the year
ended December 31, 1999.
(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, 1999 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 VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
ACQUIRED ON REALIZED OPTIONS/SARS AT FISCAL
NAME EXERCISE(#) ($)(1) YEAR-END(#) FISCAL YEAR-END($)(2)
- ----------------------------------- ----------- -------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------- ------- ------- -------
Laurence Moskowitz................. 4,000 16,216 98,220 42,280 387,731 100,314
Richard Frisch..................... -- -- 5,400 14,000 1,075 4,301
J. Graeme McWhirter................ -- -- 88,215 39,079 345,979 85,837
Mark Manoff........................ -- -- 49,820 28,280 185,475 41,017
Nicholas F. Peters................. -- -- 40,000 17,280 159,729 37,792
</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
($8.06 per share) and the exercise price for in-the-money options on
December 31, 1999.
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<PAGE>
EMPLOYMENT CONTRACTS
Laurence Moskowitz and J. Graeme McWhirter have entered into employment
agreements with the Company which commenced on February 4, 1997. The employment
agreement with Mr. Richard Frisch 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 June 1, 1999, the annual base salaries of
Messrs. Moskowitz and McWhirter were increased to $275,000 and $245,000,
respectively. The employment agreements were due to expire in February 2000. The
Company and Messrs. Moskowitz and McWhirter are renegotiating employment
agreements which have been extended until August 31, 2000.
The employment agreement with Mr. Richard Frisch provides for an annual
base salary of $250,000 plus a minimum annual bonus of $135,000, 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, 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.
CERTAIN TRANSACTIONS
On September 28, 1999, the Company purchased all of the assets of U.S.
Newswire, LLC ("U.S. Newswire"). The purchase agreement was negotiated by an
independent director and employee of the Company. In consideration of such
purchase, the Company paid to U.S. Newswire cash and shares of its common stock.
In connection with such transaction and as part of distributions made by U.S.
Newswire, Mr. Laurence Moskowitz and Mr. J. Graeme McWhirter, each a director of
the Company, received $141,744 and $159,345, and 7,700 shares and 8,657 shares,
respectively, of the common stock of the Company as a result of their respective
membership interests in U.S. Newswire. In the event certain performance targets
are achieved, the members of U.S. Newswire, including Mr. Moskowitz and
Mr. McWhirter, will receive additional compensation.
The Company believes that material affiliated transactions between the
Company and its directors, officers, principal stockholders or any affiliates
thereof have been, and will be in the future, on terms no less favorable than
could be obtained from unaffiliated third parties.
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, 1999 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 thirty-five 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,
1999. 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 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]
TOTAL RETURN INDEX
Company Name Jan-97 Dec-97 Dec-98 Dec-99
------------ ------ ------ ------ ------
MEDIALINK WORLDWIDE INC 100.00 133.33 167.90 79.63
S&P 500 COMP-LTD 100.00 125.52 161.38 195.34
NASDAQ INDEX COMPOSITE 100.00 114.27 160.20 298.16
NASDAQ TELECOM 100.00 140.25 229.50 465.57
Assumes $100 invested on January 31, 1997.
Assumes dividend reinvested for the thirty-five months ended December 31, 1999.
PROPOSAL 2: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER
At the Meeting, the stockholders will be asked to approve an amendment to
the Company's Amended and Restated Stock Option Plan (the "Plan") to increase by
500,000 the number of shares of Common Stock reserved for issuance thereunder.
There are 1,170,808 shares of the Company's Common Stock reserved for
issuance under the Plan, exclusive of the 500,000 shares subject to stockholder
approval at the Meeting. Upon approval of the amendment,
12
<PAGE>
1,670,808 shares of the Company's Common Stock will be reserved for issuance
under the Plan. As of the Record Date, options to purchase an aggregate of
900,854 shares were outstanding and 58,769 shares, exclusive of the 500,000
shares subject to stockholder approval at the Meeting, were available for future
grant. The purpose of the Plan is to advance the interests of the Company and
its stockholders by providing officers, key management employees and other
eligible participants with financial incentives tied directly to the Company's
long term business objectives. The Board of Directors believes that after
stockholder approval of the 500,000 shares, the shares available for grant under
the Plan will be sufficient to accomplish these purposes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
PLAN.
The following summary describes the features of the Plan.
TYPES OF INCENTIVE AWARDS. The Plan contains two optional forms of
incentive awards which may be used at the sole discretion of the Stock Option
Committee (the "Committee"). Incentive awards under the Plan may take the form
of stock options or stock appreciation rights ("SARs"). The stock options may be
incentive stock options ("ISOs") intended to qualify for special tax treatment
or non-qualified stock options ("NQSOs").
The type of incentive award being granted, as well as the terms and
conditions of the award, will be determined by the Committee at the time of
grant.
ELIGIBILITY. All directors and officers of the Company are eligible to
participate in the Plan. Also eligible to participate, if so identified by the
Committee, are officers of wholly-owned subsidiaries of the Company, other key
management employees of the Company or any wholly-owned subsidiary of the
Company, other employees or consultants of the Company or any subsidiary or
affiliate of the Company, and other persons whose participation in the Plan is
deemed by the Committee to be in the best interests of the Company.
ADMINISTRATION OF THE PLAN. The Committee will determine the eligible
participants who will be granted incentive awards, determine the amount and type
of award, determine the terms and conditions of awards, construe and interpret
the Plan, and make all other determinations with respect to the Plan, to the
extent permitted by applicable law.
DURATION OF THE PLAN. The Plan is a fifteen year program and will terminate
on January 30, 2011, unless terminated sooner according to the terms of the
Plan.
STOCK OPTION PLAN. The Committee may grant ISOs, NQSOs and tandem SARs to
eligible participants, subject to the terms and conditions of the Plan.
STOCK OPTIONS. ISOs allow the optionee to buy a certain number of shares of
the Company's Common Stock at an option price equal to the market price at the
time the option is granted. NQSOs allow the optionee to buy a certain number of
shares of the Company's Common Stock at an option price equal to, more than, or
less than the market price at the time the option is granted. An option may not
be exercised until the right to do so has vested under a schedule aproved by the
Committee. The vesting schedule generally approved by the Committee generally
provides that one-fifth of the options may be exercised on the first anniversary
of the date of grant, two-fifths on or after the second anniversary,
three-fifths on or after the third anniversary, four-fifths on or after the
fourth anniversary and 100 percent on or after the fifth anniversary.
TANDEM SARS. At the discretion of the Committee, options may be granted
with or without tandem SARs which permit an optionee to surrender an option or a
portion thereof in exchange for a cash payment equal to the difference between
the current market value of the stock and the option price. A tandem SAR is
subject to the same terms and conditions as the related option, except that it
may be exercised only when the market value exceeds the option price. In
addition, executive officers of the Company and other participants who are
subject to Section 16 of the Securities Exchange Act of 1934 may exercise SARs
only during certain quarterly window periods.
PAYMENT FOR SHARES UPON EXERCISE OF STOCK OPTIONS. At the time an option is
exercised, shares of Common Stock may be purchased using (1) cash; (2) check;
(3) shares of the Company's Common Stock owned by the optionee for at least one
year; (4) a "cashless exercise" procedure (whereby a broker sells the shares or
holds them as collateral for a margin loan, delivers the option price to the
Company, and delivers the remaining sale or loan proceeds to the optionee); or
(5) any combination of the foregoing or any other method of payment which the
Committee may allow, to the extent permitted by applicable law.
13
<PAGE>
TERMS OF OPTIONS AND TANDEM SARS. The term of each ISO and related tandem
SAR is ten years and the term of each NQSO and related tandem SAR is fifteen
years, subject to earlier termination as described below.
TERMINATION OF EMPLOYMENT OR RELATIONSHIP WITH THE COMPANY. Upon
termination of the optionee's employment or relationship with the Company, any
unexercised options shall be cancelled and terminated immediately, except that
any unexercised options which are vested may be exercised during the balance of
their term or within three months of termination, whichever is shorter. If an
optionee is terminated for cause or discharged, any unexercised options shall be
terminated immediately. In the event of a termination by reason of retirement by
reason of death or disability, special rules allow the optionee to exercise all
vested and unvested options within certain time periods after termination.
ADJUSTMENTS UPON CHANGES IN NUMBER OR VALUE OF SHARES OF COMMON STOCK. In
order to prevent enlargement or dilution of rights resulting from stock
dividends, stock splits, recapitalizations, mergers, consolidations, or other
events that materially increase or decrease the number or value of shares of the
Company's Common Stock, the Committee may adjust (1) the number of shares of
Common Stock available for future grants of incentive awards under the Plan,
(2) the number of shares represented by outstanding awards, and (3) the price of
those shares.
NON-TRANSFERABILITY OF OPTIONS. Options shall be not transferable otherwise
than by will or by the laws of descent and distribution, and, subject to the
Committee's discretion, generally may be exercised during the lifetime of the
recipient only by the recipient.
CHANGE IN CONTROL. Unless the Committee determines that a change in control
(as defined in the Plan) is in the best interests of stockholders of the Company
and will not adversely impact the recipients of incentive awards under the Plan,
(1) any time periods relating to the exercise or realization of any incentive
award shall be accelerated so that such award may be exercised in full
immediately upon the change in control, and (2) the Committee may offer
recipients the option of having the Company purchase their awards for an amount
of cash which could have been attained upon the exercise of such awards if they
had been fully exercisable, unless the Committee, in its sole discretion,
determines that such change in control will not adversely impact the recipient
of options under the Plan and is in the best interests of the stockholders of
the Company.
AMENDMENT AND TERMINATION OF THE PLAN AND OPTIONS. The Board of Directors
or the Committee may at any time suspend, terminate, modify or amend the Plan in
any respect. However, stockholder approval of amendments shall be obtained in
the manner and to the degree required by applicable laws or regulations. The
Committee also has broad discretion to amend or modify the terms and conditions
of any incentive award or cancel or annul any grant of an award, subject to
certain restrictions.
FUNDING. Inasmuch as the Plan is designed to encourage financial
performance and to improve the value of stockholders' investment in the Company,
the costs of the Plan will be funded from corporate earnings.
FEDERAL INCOME TAX CONSEQUENCES. The following summary of federal income
tax consequences does not purport to be a complete statement of the law in this
area. Furthermore, the discussion below does not cover the tax consequences of
the Plan (or the grant or exercise of options thereunder) under state and/or
other local tax laws, and such tax laws may not correspond to the federal tax
treatment described herein. Accordingly, individuals eligible to receive options
under the Plan should consult with their personal tax advisors prior to engaging
in any transactions under the Plan.
The characterization of income as either ordinary income or capital gain is
still required by the Internal Revenue Code ("IRC"), and may have important tax
consequences to participants under the Plan in some situations. Therefore, the
following summary continues to characterize income from various transactions as
either ordinary income or capital gain.
INCENTIVE STOCK OPTIONS. In general, an option holder will not be treated
as receiving taxable income upon either the grant or exercise of an option which
qualifies as an ISO, and the option holder generally will receive capital gain
or loss treatment, as the case may be, upon the sale of the shares acquired upon
the exercise of an ISO, if certain conditions relating to employment
requirements and holding period requirements under Section 422 of the IRC are
satisfied. Under most circumstances, the shares of Common Stock acquired
pursuant to the exercise of an ISO (a) must not be sold or otherwise disposed of
for two years from the date of the grant of such option, and (b) must be held
for at least one year after the transfer of such stock to the option holder upon
14
<PAGE>
exercise of the option. (Neither of such holding periods apply to the
disposition of shares by the option holder's estate or the option holder's heirs
after death.)
If shares acquired upon exercise of an ISO are disposed of in violation of
holding period requirements described above (a "Disqualifying Disposition"), the
option holder generally will recognize ordinary income in the year of such
Disqualifying Disposition in an amount equal to the difference between (a) the
option exercise price, and (b) the lesser of (i) the amount realized on such
disposition or (ii) the fair market value of such shares as of the date of
exercise of the option under which the shares were acquired. Any gain realized
on a Disqualifying Disposition in excess of such ordinary income amount
generally will be treated as capital gain (short-term or long-term depending on
the option holder's holding period with respect to such shares).
In the case of ISOs, the excess of the fair market value of the stock as of
the exercise date over the option exercise price is included in alternative
minimum taxable income in the year of exercise, and thus may be subject to the
alternative minimum tax.
NON-QUALIFIED STOCK OPTIONS. In general, there are no tax consequences to
the option holder upon the grant of a NQSO, but upon exercise the option holder
generally will recognize ordinary income equal to the difference between the
purchase price paid for the shares on exercise of the option and the fair market
value of such shares as of the date of exercise. However, a special rule (the
"Section 16(b) Deferral Rule") applies in the case of option holders (generally
officers, directors and 10% stockholders) who are subject to Section 16(b) of
the Exchange Act (under which an "insider's" profit on the purchase and sale or
sale and purchase within less than six months of equity securities of the issuer
may be recovered by the issuer). Under the Section 16(b) Deferral Rule, such
ordinary income attributable to the exercise of a NQSO generally will not be
recognized until the expiration of the period during which a sale of the stock
could subject the option holder to suit under Section 16(b), with the amount of
such ordinary income being measured by the fair market value of the stock at the
expiration of such period (the "Section 16(b) Expiration Date").
The Section 16(b) Deferral Rule can be waived by an option holder if he or
she makes a timely election (generally, within 30 days following exercise) under
Section 83(b) of the IRC to recognize ordinary income at the time of exercise of
the NQSO.
An option holder's tax basis in shares acquired on exercise of a NQSO
generally will be equal to the exercise price paid for such shares by the option
holder plus the amount of income recognized by the option holder by reason of
his or her exercise of the option under the rules described above. Upon a
subsequent disposition of the shares received on exercise of a NQSO, the
difference between the amount realized on such disposition and the option
holder's tax basis for such shares generally will be treated as a capital gain
or loss, which will be short-term or long-term depending on whether the shares
are held for the applicable long-term holding period following exercise of the
option. However, in the case of an option holder who is subject to the Section
16(b) Deferral Rule described above and who does not waive such rule by filing
an election under Section 83(b) of the IRC, such option holder's capital gain
holding period generally will not commence until the Section 16(b) Expiration
Date.
TANDEM STOCK APPRECIATION RIGHTS. There will be no federal income tax
consequences to either the optionee or the Company upon the grant of a tandem
SAR or during the period that the unexercised right remains outstanding. Upon
the exercise of a tandem SAR, the amount received will be taxable to the
optionee as ordinary income and the Company will be entitled to a corresponding
deduction.
USE OF COMMON STOCK TO PAY EXERCISE PRICE. Subject to the provisions of the
Plan, an option holder may be permitted to use shares of the Company's Common
Stock (previously acquired by the option holder) to pay the exercise price under
an ISO or a NQSO. The option holder should consult with his or her personal tax
advisor to review the tax consequences of delivering shares of Common Stock to
exercise stock options. If an individual exercises a NQSO by delivering other
shares, the individual will not recognize gain or loss with respect to the
exchanged shares, even if their then fair market value is different from the
individual's tax basis in such shares. The individual, however, will be taxed as
described above with respect to the exercise of the NQSO as if the individual
had paid the exercise price in cash, and the Company generally will be entitled
to an equivalent tax deduction. Provided the individual receives a separate
identifiable stock certificate therefor, the individual's tax basis in that
number of shares received on such exercise, which is equal to the number of
shares surrendered on such exercise, will be equal to the individual's tax basis
in the shares surrendered and the individual's holding
15
<PAGE>
period for such number of shares received will include the individual's holding
period for the shares surrendered. The individual's tax basis and holding period
for the additional shares received on exercise of a NQSO paid for, in whole or
in part, with shares will be the same as if the individual had exercised the
NQSO solely for cash. It should be noted, however, that the use by the option
holder of Common Stock acquired through the previous exercise of an ISO to pay
the exercise price under another ISO will be treated as a Disqualifying
Disposition of the previously acquired Common Stock if the applicable holding
period requirements have not yet been satisfied with respect to such previously
acquired stock. In such circumstances, the option holder will be taxed as if
such previously acquired shares had been sold (in a Disqualifying Disposition)
for their fair market value as of the date on which they are used to pay the
exercise price under such other ISO.
COMPANY DEDUCTIONS. In general, the Company will not be entitled to any
deductions with respect to ISOs granted under the Plan. However, if an employee
is required to recognize ordinary income upon a Disqualifying Disposition of
stock acquired under the Plan, then the Company generally will be allowed a
deduction to the extent of such ordinary income. In that regard, the Company may
require any option holder disposing of stock in a Disqualifying Disposition to
notify the Company of such disposition. In the case of NQSOs, the Company
generally will be entitled to a deduction in an amount equal to the ordinary
income recognized by the option holder upon exercise of such option (or as of
the Section 16(b) Expiration Date if the Section 16(b) Deferral Rule applies).
WITHHOLDINGS AND INFORMATION REPORTS. The Company generally is required to
make applicable federal payroll withholdings with respect to compensation income
recognized by employees under the Plan. Such withholdings ordinarily will be
accomplished by withholding the required amount from other cash compensation due
from the Company to the employee, by having the employee pay to the Company the
required withholding amount, or by such other permissible methods as the Company
may deem appropriate. Whether or not such withholdings are required, the Company
will make such information reports to the Internal Revenue Service as may be
required with respect to any income (whether or not that of an employee)
attributable to transactions involving the Plan.
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITORS
The Company is asking the stockholders to ratify the appointment of
KPMG LLP as the Company's Independent Auditors for the fiscal year ending
December 31, 2000.
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 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF KPMG LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000.
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. Approval of the amendment to the Company's Amended
and Restated Stock Option
16
<PAGE>
Plan requires the affirmative vote of the holders of a majority of the shares of
Common Stock represented at the Meeting.
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.
2001 PROPOSALS FOR ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the 2001
Annual Meeting must be received by the Company at its principal executive
offices on or before December 22, 2000.
ANNUAL REPORT
The Company's Annual Report containing audited consolidated financial
statements for the fiscal year ended December 31, 1999 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, 1999, 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, 2000
17
<PAGE>
MEDIALINK WORLDWIDE INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF MEDIALINK WORLDWIDE INCORPORATED
IN CONNECTION WITH ITS 2000 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2000
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 2000 annual
meeting of stockholders of the Company to be held on June 8, 2000, and at any
adjournment or postponement of such meeting with all powers which the
undersigned would possesses if personally present, for the following purposes:
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED
(Continue on the reverse side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o
MEDIALINK WORLDWIDE INCORPORATED
Annual Meeting
of
Stockholders
Wednesday--June 8, 2000
9:30 A.M.
The Sky Club
200 Park Avenue (Met Life Building)
56th Floor
New York, NY 10166
<PAGE>
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<CAPTION>
<S> <C>
MEDALINK WORLDWIDE INCORPORATED RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE Please mark
NONIMEES AND PROPOSALS LISTED BELOW your votes as [X]
indicated in
this example
1 ELECTION OF NOMINEES-To elect each of J. Graeme McWhirter, James J. O'Neill 2. To amend the Company's Amended and Restated
and Paul Sagan as a director of the Company to serve three-year terms Stock Option Plan to increase by 500,000 the
until the Company's 2003 Annual Meeting of Stockholders. number of shares of Common Stock reserved for
issuance thereunder.
FOR all nominees listed WITHHOLD AUTHORITY (INSTRUCTION: To withhold authority
above (except as to vote for all to vote for any Individual nominee,
marked to the contrary) nominees listed above write that nominee's name in the space
provided below.) FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
--------------------------------------
3. To ratify the appointment of KPMG LLP as the Company's independent 4. In their discretion upon such other matters
auditors for the fiscal year ending December 31, 2000. as may properly come before the Meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ] 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:____________________________, 2000
|
| ________________________________________
| (Signature)
________________________________________
(Signature)
________________________________________
(Title or Capacity)
(Please sign your name or names exactly as
it appears on your stock certificates(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.)
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o FOLD AND DETACH HERE o
</TABLE>
