- Current report filing (8-K)
July 27 2009 - 4:20PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 27, 2009 (July 27,
2009)
MEDIALINK
WORLDWIDE INCORPORATED
(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-21989
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52-1481284
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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of
incorporation)
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708
THIRD AVENUE, NEW YORK, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 682-8300
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on June 30, 2009, Medialink Worldwide Incorporated (the
“Company”) entered into Payoff, Amendment and Settlement Agreements (the “Payoff
Agreements”) with Iroquois Master Fund, Ltd., Rockmore Investment Master Fund
Ltd., Portside Growth and Opportunity Fund, and Smithfield Fiduciary LLC
(collectively, the “Former Debenture Holders”) under which the Company paid
$1,590,000 to fully satisfy its outstanding variable rate convertible debentures
with a face value of $2,650,000. Subsequent to signing the Payoff
Agreements and receipt of payment thereunder, the Former Debenture Holders gave
the Company written notice that they intended to file a complaint seeking to
block the transactions contemplated by the Agreement and Plan of Merger dated as
of July 1, 2009 (the “Merger Agreement”) by and between the Company and The
NewsMarket, Inc. (“The NewsMarket”) and TNM Group Incorporated (“Merger
Sub”). Such claims were denied in their entirety by the
Company.
On July
27, 2009, the Company entered into an Agreement and General Release (the
“Release”) with the Former Debenture Holders. Under the terms of the
Release, the Company paid $515,000 to the Former Debenture Holders and provided
a general release from any claims the Company may have, including any counter
claims, in exchange for a general release of any and all claims by the Former
Debenture Holders related to, among other things, the Payoff Agreements and the
transactions contemplated by the Merger Agreement. In addition, the
Company paid $10,000 in the aggregate to repurchase from the Former Debenture
Holders outstanding warrants to purchase 536,729 shares of the Company’s common
stock.
Item
8.01 Other Events
In
connection with entering into the Release with the Former Debenture Holders, on
July 27, 2009, the Company entered into a Consent and Waiver with The NewsMarket
and Merger Sub (the “Consent”). Under the terms of the Consent, The
NewsMarket and Merger Sub consented to the actions taken by the Company in
connection with the Release and acknowledged that such actions taken by the
Company shall not be deemed to be violations of the Merger
Agreement.
Both the
Company and The NewsMarket continue to pursue the transactions contemplated by
the Merger Agreement. The Company will be filing the preliminary
proxy statement related to the merger with the Securities and Exchange
Commission shortly.
Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of business
acquired
Not applicable
(b) Pro forma financial
information
Not applicable
(c) Shell company
transactions
Not applicable
(d)
Exhibits
2.1 Consent and Waiver made
as of July 27, 2009, by and among Medialink Worldwide Incorporated, The
NewsMarket, Inc., and TNM Group Incorporated.
4.7 Agreement
and General Release entered into as of July 27, 2009, by and between Medialink
Worldwide Incorporated and Iroquois Master Fund, Ltd., Rockmore Investment
Master Fund Ltd., Portside Growth and Opportunity Fund, and Smithfield Fiduciary
LLC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Medialink
Worldwide Incorporated
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Registrant
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Date: July
27, 2009
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By:
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/s/
Kenneth Torosian
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Kenneth
Torosian
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No
.
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Description
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2.1
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Consent
and Waiver made as of July 27, 2009, by and among Medialink Worldwide
Incorporated, The NewsMarket, Inc., and TNM Group
Incorporated.
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4.7
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Agreement
and General Release entered into as of July 27, 2009, by and between
Medialink Worldwide Incorporated and Iroquois Master Fund, Ltd., Rockmore
Investment Master Fund Ltd., Portside Growth and Opportunity Fund, and
Smithfield Fiduciary
LLC.
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