UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
)*
MEDIALINK
WORLDWIDE INCORPORATED
Common
Stock (par value, $0.01 per share)
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(Title
of Class of Securities)
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58445P105
James
K. Lonergan
President
and Chief Executive Officer
The
Newsmarket, Inc.
6
East 32
nd
Street,
6
th
Floor
New
York, New York 10016
Telephone:
(212) 497-9022
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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July
1, 2009
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box:
¨
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
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*
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The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
2 of 13
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1
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NAME
OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
The
Newsmarket, Inc.
13-4060982
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
(Not Applicable)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
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7 SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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8 SHARED
VOTING POWER
581,993
(See Note
1)
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EACH
REPORTING
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9 SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10 SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,993
(See
Note 1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
(See Note 1)
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Note 1.
Beneficial ownership of the Common Stock referred to herein is being reported
hereunder solely because The Newsmarket, Inc. may be deemed to beneficially own
such shares as a result of the Voting Agreement and the limited proxy granted
therein described in Item 5 hereof. Neither the filing of this statement on
Schedule 13D nor any of its contents shall be deemed to constitute an admission
by The Newsmarket, Inc. that it is the beneficial owner of any of the Common
Stock referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed (subject to the Voting Agreement and the
limited proxy granted therein).
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
3 of 13
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1
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NAME
OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
TNM
Group Incorporated
27-0512818
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
(Not Applicable)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
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7 SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY
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8 SHARED
VOTING POWER
581,993
(See
Note 1)
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EACH
REPORTING
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9 SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10 SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,993
(See Note 1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
(See Note 1)
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Note 1.
Beneficial ownership of the Common Stock referred to herein is being reported
hereunder solely because TNM Group Incorporated may be deemed to beneficially
own such shares as a result of the Voting Agreement and the limited proxy
granted therein described in Item 5 hereof. Neither the filing of this statement
on Schedule 13D nor any of its contents shall be deemed to constitute an
admission by TNM Group Incorporated that it is the beneficial owner of any of
the Common Stock referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed (subject to the Voting Agreement
and the limited proxy granted therein).
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
4 of 13
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Item
1.
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Security and
Issuer
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This
statement on Schedule 13D (this “
Statement
”) relates
to the common stock, par value $0.01 per share (the “
Common Stock
”), of
Medialink Worldwide Incorporated, a Delaware corporation (the “
Company
”). The
principal executive offices of the Company are located at 708 Third Avenue, New
York, New York 10017, United States.
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Item
2.
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Identity and
Background
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The names
of the persons filing this Statement are The Newsmarket, Inc., a Delaware
corporation (“
Parent
”), and TNM
Group Incorporated, a Delaware corporation and a direct, wholly-owned subsidiary
of Parent (“
Merger
Sub
”, and together with Parent, the “
Reporting Persons
”).
Parent is a leading platform used by global brands, governments and
non-governmental organizations to communicate with all their key audiences using
video. The Newsmarket combines award-winning, proprietary technology
with a unique, strategic approach to support the marketing programs of the
world’s leading brands, including General Motors, Volvo Cars, the U.S.
Department of State, IBM, UNICEF, Facebook and Google. Merger Sub was
formed for the sole purpose of merging with and into the Company, as described
in Item 4 below.
The
address of the principal business and the principal office of each Reporting
Person is 6 East 32
nd
Street,
6
th
Floor, New York, New York 10016, United States. The name, business address,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, and citizenship of each director and executive officer of each of the
Reporting Persons is set forth on Schedule A to this Statement.
During
the last five years, none of the Reporting Persons nor, to the Reporting
Persons’ knowledge, any person named on Schedule A has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
5 of 13
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Item
3.
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Source and Amount of Funds or Other
Consideration
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In
connection with an Agreement and Plan of Merger among Parent, Merger Sub and the
Company, dated July 1, 2009 (the “
Merger Agreement
”),
Parent and Merger Sub entered into a Stockholder Voting Agreement, dated July 1,
2009 (the “
Voting
Agreement
”), with Laurence Moskowitz (“
Moskowitz
”), Laurence
Thomas (“
Thomas
”), Kenneth G.
Torosian (“
Torosian
”), Bruce E.
Bishop, Harold Finett, John M. Greening, Douglas S. Knopper, Catherine Lugbauer,
James J. O’Neill, Jeffrey Stone, and Theodore Wm. Tashlik (collectively, the
“
Stockholders
”), with
respect to the transactions contemplated by the Merger Agreement. The shares of
Common Stock to which this Statement relates have not been purchased by the
Reporting Persons, and thus no funds were expended in connection with the Voting
Agreement. For a description of the Voting Agreement, see Item 5 below, which
description is incorporated herein by reference in response to this Item
3.
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Item
4.
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Purpose of the
Transaction
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On July
1, 2009, Parent and Merger Sub entered into the Merger Agreement with the
Company. Upon consummation of the transactions contemplated by the Merger
Agreement, Merger Sub will be merged with and into the Company (the “
Merger
”) with the
Company surviving the Merger (the “
Surviving
Corporation
”) as a direct, wholly-owned subsidiary of Parent. Subject to
certain exceptions described in the Merger Agreement, each outstanding share of
Common Stock (including each restricted share, whether vested or unvested)
outstanding immediately prior to the effective time of the Merger will be
converted into the right to receive $0.20 in cash, without interest and subject
to applicable withholding taxes. Each outstanding Company stock option (whether
vested or unvested) will be converted into the right to receive a cash payment
equal to the excess, if any, of $0.20 over the exercise price of such option,
without interest and subject to applicable withholding taxes. No
consideration will be payable in respect of any Company stock options with an
exercise price per share equal to or in excess of $0.20 immediately prior to the
effective time of the Merger, and all such options will be cancelled
automatically at the effective time of the Merger.
The
Merger Agreement has been approved by the respective boards of directors of
Parent, Merger Sub and the Company. Consummation of the Merger is subject to
customary conditions, including the approval of the Merger by stockholders
representing a majority of the shares of Common Stock of the Company outstanding
and entitled to vote and the receipt of necessary regulatory consents and
approvals. Upon consummation of the Merger, the officers and directors of Merger
Sub will become the officers and directors of the Surviving Corporation, until
their respective successors are duly elected or appointed and
qualified.
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
6 of 13
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Upon
consummation of the Merger, the Certificate of Incorporation of the Company will
be amended to read in its entirety as the Certificate of Incorporation of Merger
Sub reads immediately prior to the Effective Time, except the Article 1 thereof
shall provide that the name of the Corporation shall be Medialink
Worldwide Incorporated and, as so amended, will be the Certificate of
Incorporation of the Surviving Corporation until thereafter amended in
accordance with its terms and applicable law. Upon consummation of the Merger,
the By-laws of the Company will be amended to read in their entirety as the
By-laws of Merger Sub read immediately prior to the consummation of the Merger
and, as so amended, will be the By-laws of the Surviving Corporation until
amended in accordance with their terms and applicable law. If the Merger is
consummated, the Common Stock will cease to be listed on the Nasdaq Stock Market
and will become eligible for termination of registration pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.
This
summary of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the copy of the Merger Agreement which
is incorporated herein by reference as Exhibit 99.1 to this
document.
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Item
5.
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Interest in Securities of the
Issuer
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In
connection with the Merger, Moskowitz (the Chief Executive Officer and Chairman
of the board of directors of the Company), Thomas (the Chief Operating Officer
of the Company), Torosian (the Chief Financial Officer of the Company) and other
Stockholders entered into the Voting Agreement with Parent and Merger Sub.
Pursuant to the Voting Agreement, during the period beginning on July 1, 2009
and ending on the earlier of (i) the effective time of the Merger or (ii) the
termination of the Merger Agreement, the Stockholders have agreed, among other
things, to vote their respective shares of Common Stock in favor of approval of
the Merger.
As a
result of the execution of the Voting Agreement and the limited proxy granted
therein, each of Parent and Merger Sub may be deemed to beneficially own, and
have shared voting power with respect to, the 581,993 shares of Common Stock
beneficially owned by the Stockholders that are subject to the Voting Agreement,
(collectively, the “
Subject Shares
”),
based on the Stockholders’ representations in the Voting Agreement. Neither the
filing of this Statement nor any of its contents will be deemed to constitute an
admission by any of the Reporting Persons that it is the beneficial owner of any
of the Subject Shares referred to herein for any purpose, and such beneficial
ownership is expressly disclaimed (subject to the Voting Agreement and the
limited proxy granted therein).
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
7 of 13
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The
Subject Shares constitute approximately 9.1% of the issued and outstanding
Common Stock, based on the Company’s representation in the Merger Agreement that
there were 6,428,059 shares of Common Stock issued and outstanding as of the
close of business on June 30, 2009. Pursuant to the Voting Agreement, if a
Stockholder becomes the beneficial owner of any additional shares of Common
Stock or other securities of the Company that entitle the Stockholder to vote on
the matters contemplated by the Voting Agreement (including pursuant to the
exercise of any Company stock options), then the terms of the Voting Agreement
will apply to the additional shares of capital stock of the Company then held by
the Stockholder. Accordingly, any such acquisition of shares of capital stock of
the Company by any Stockholder may result in the Reporting Persons being deemed
to acquire beneficial ownership of additional securities of the
Company.
Each of
the Stockholders has agreed (unless otherwise directed by Parent) to vote (or
cause to be voted), at any stockholders’ meeting of the Company or any
adjournment thereof, and on every other action or approval by written consent of
the stockholders of the Company with respect to any of the following, all of its
Subject Shares (a) in favor of the approval and adoption of the Merger Agreement
and in favor of the Merger and (b) against (i) the approval of any Acquisition
Proposal (as defined in the Merger Agreement); or (ii) any other action or
agreement that would reasonably be expected to impede, interfere with or delay
the Merger or the Voting Agreement including, but not limited to: (A) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or its Subsidiaries (as defined in
the Merger Agreement) (other than a transaction involving Merger Sub); (B) a
sale, lease or transfer of a material amount of assets of the Company or its
Subsidiaries or a reorganization, recapitalization or liquidation of the
Company or its Subsidiaries; (C) any change in the management or board of
directors of the Company, except as otherwise agreed to in writing by Parent;
(D) any material change in the present capitalization or dividend policy of the
Company or any amendment of the Company’s certificate of incorporation; or (E)
any other material change in the Company’s corporate structure or
business.
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
8 of 13
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Each of
the Stockholders also appointed Merger Sub and the President of Merger Sub
during and for the term of the Voting Agreement, as its true and lawful
attorney-in-fact and proxy to vote, express consent or dissent, or otherwise
utilize such voting power with respect to the Subject Shares in connection with
any proposals relating to the actions described in the immediately preceding
paragraph. Except as stated in this paragraph and the immediately preceding
paragraph, the Reporting Persons do not have the power to vote or to direct the
voting of the Subject Shares, nor do they have the sole or shared power to
dispose or to direct the disposition of the Subject Shares.
Each of
the Stockholders has agreed that, such Stockholder shall not, directly or
indirectly, solicit (including by way of furnishing information) or respond to
any inquiries or the making of any Acquisition Proposal or any proposal by any
person or entity (other than Parent or Merger Sub and other than advising such
person or entity of the existence of the Voting Agreement) with respect to
an Acquisition Proposal. If such Stockholder receives any such
inquiry or proposal, then it shall promptly inform Parent of the terms and
conditions, if any, of such inquiry or proposal and the identity of the person
or entity making it. Notwithstanding anything in the Voting Agreement
to the contrary, each Stockholder may act on behalf of the Company in its
capacity as a director or officer of the Company to the extent the Company is
permitted or required to act with respect to an Acquisition Proposal, and any
such action shall not be deemed a violation of the Voting Agreement; and such
Stockholder shall not, directly or indirectly: (a) except pursuant to the terms
of the Merger Agreement, offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to an offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of such Stockholder’s Subject Shares; (b) except as
contemplated hereby, grant any proxies or powers of attorney, deposit any
Subject Shares into a voting trust or enter into a voting agreement with respect
to any Subject Shares; or (c) take any action that would make any representation
or warranty contained in the Voting Agreement untrue or incorrect or have the
effect of preventing or disabling such Stockholder from performing its
obligations under the Voting Agreement.
This
summary of the Voting Agreement does not purport to be complete and is qualified
in its entirety by reference to the copy of the Voting Agreement which is
incorporated herein by reference as Exhibit 99.2 to this
document.
Except
for the Voting Agreement, the Merger Agreement and the transactions contemplated
by those agreements, none of the Reporting Persons, nor to the Reporting
Persons’ knowledge, any person named on Schedule A has effected any transaction
in the Common Stock of the Company during the past 60 days. To the Reporting
Persons’ knowledge, no person has the right to receive or power to direct the
receipt of dividends from, or the proceeds from the sale of, the Subject Shares,
other than the Stockholders.
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
9 of 13
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Other than as described in Items 4 and
5 and the agreements incorporated herein by reference and set forth as exhibits
hereto, to the Reporting Persons’ knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Company, including but not limited to transfer or voting
of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
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Item
7.
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Materials to be Filed
as Exhibits
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The following documents are filed or
incorporated by reference as exhibits:
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Exhibit
No.
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Description
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99.1
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Agreement
and Plan of Merger by and among The Newsmarket, Inc., TNM Group
Incorporated and Medialink Worldwide Incorporated, dated as of July 1,
2009 (Incorporated by reference to Exhibit 2.1 to the current report on
Form 8-K of Medialink Worldwide Incorporated filed on July 8,
2009)
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99.2
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Stockholder
Voting Agreement by and among the named Stockholders, The Newsmarket,
Inc., TNM Group Incorporated, dated as of July 1, 2009 (Incorporated by
reference to Exhibit 10.17 to the current report on Form 8-K of Medialink
Worldwide Incorporated filed on July 8, 2009)
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99.3
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Joint
Filing Agreement by and among The Newsmarket, Inc. and TNM Group
Incorporated, dated as of July 13, 2009 (filed
herewith)
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
10 of 13
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: July 13, 2009
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THE
NEWSMARKET
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By:
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Name:
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James
K. Lonergan
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Title:
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President
and Chief Executive Officer
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TNM
GROUP INCORPORATED
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By:
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Name:
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James
K. Lonergan
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Title:
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Chief
Executive Officer
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
11 of 13
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Exhibit
No.
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Description
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99.1
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Agreement
and Plan of Merger by and among The Newsmarket, Inc., TNM Group
Incorporated and Medialink Worldwide Incorporated, dated as of July 1,
2009 (Incorporated by reference to Exhibit 2.1 to the current report on
Form 8-K of Medialink Worldwide Incorporated filed on July 8,
2009)
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99.2
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Stockholder
Voting Agreement by and among the named Stockholders, The Newsmarket,
Inc., TNM Group Incorporated, dated as of July 1, 2009 (Incorporated by
reference to Exhibit 10.17 to the current report on Form 8-K of Medialink
Worldwide Incorporated filed on July 8, 2009)
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99.3
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Joint
Filing Agreement by and among The Newsmarket, Inc. and TNM Group
Incorporated, dated as of July 13, 2009 (filed
herewith)
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SCHEDULE
13D
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CUSIP
No. 58445P105
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Page
12 of 13
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
THE REPORTING PERSONS
The name,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of The Newsmarket, Inc. is set
forth below. The business address for each executive officer and director is 6
East 32
nd
Street,
6
th
Floor, New York, New York 10016. Each director and executive officer is a
citizen of the United States, other than Shoba Purushothaman, who is a citizen
of the Malaysia.
Executive Officers of The
Newsmarket, Inc.
who
are not also directors
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Name
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Position
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Nick
Abramovich
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Chief
Financial Officer and Chief Operating Officer
The
Newsmarket, Inc.
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Board
of Directors of The Newsmarket, Inc.
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Name
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Present
Principal Occupation or Employment
(including
Name and Address of Employer)
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James
K. Lonergan
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Director,
President and Chief Executive Officer of
The
Newsmarket, Inc.
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Shoba
Purushothaman
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Chairman
of The Board and employee of The Newsmarket, Inc.
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Scott
English
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Vice
President of Strategic Investments, Hearst Interactive
Media
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Jordan
Levy
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Partner
of Softbank Capital
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Alan
Patricof
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Representing
Apax Partners, Inc.
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David
Shnaider
|
|
Partner
of Barn Ventures, LLC
|
|
Andrew
Heyward
|
|
Senior
Advisor to Marketspace LLC, a subsidiary of Monitor
Group
|
|
|
|
SCHEDULE
13D
|
|
|
|
CUSIP
No. 58445P105
|
|
|
|
Page
13 of 13
|
The name,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of TNM Group Incorporated is
set forth below. The business address for each director is 6 East 32
nd
Street,
6
th
Floor, New York, New York 10016, United States, and the business address for
each executive officer is 6 East 32
nd
Street,
6
th
Floor, New York, New York 10016, United States. Each director and executive
officer is a citizen of the United States.
Board of Directors
of
TNM Group
Incorporated
|
Name
|
|
Present
Principal Occupation or Employment
(including
Name and Address of Employer)
|
|
|
|
|
|
James
K. Lonergan
|
|
Sole
Director and Chief Executive
Officer
|
Executive
Officers of TNM Group Incorporated who are not also directors
|
|
|
|
|
Name
|
|
Position
|
|
|
|
|
|
Nick
Abramovich
|
|
President,
Secretary and Treasurer
|
Medialink Worldwide Incorporated (MM) (NASDAQ:MDLK)
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