- Amended Securities Registration (section 12(g)) (8-A12G/A)
09 July 2009 - 7:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A/A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Medialink
Worldwide Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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52-1481284
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(State
of incorporation or organization)
|
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(I.R.S.
Employer Identification No.)
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708
Third Avenue
New
York, NY 10017
(Address
of principal executive offices) (Zip Code)
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
|
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Preferred
Stock Purchase Rights
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The
NASDAQ Capital Market
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Securities
to be registered pursuant to Section 12(g) of the Act:
If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
o
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
o
Securities
Act registration statement file number to which this form relates:
N/A
Securities
to be registered pursuant to Section 12(b) of the Act:
This
Amendment No. 1 amends and supplements the Registration Statement on Form
8-A (including the Exhibits thereto, the “
Form 8-A
”) initially
filed with the Securities and Exchange Commission on August 16, 2001, by
Medialink Worldwide Incorporated, a Delaware corporation (the “
Company
”), as set
forth below. Capitalized terms used herein without definition shall have the
meaning set forth in the Preferred Stock Rights Agreement, dated as of August
16, 2001, by and between the Company and Mellon Investor Services LLC (the
“
Rights
Agreement
”).
Item 1. Description of
Registrant’s Securities to be Registered.
Item 1 of
the Form 8-A is amended and supplemented by adding the following:
On July
1, 2009, the Company entered into an Agreement and Plan of Merger (the “
Merger Agreement
”)
with The NewsMarket, Inc., a Delaware corporation (“
Parent
”) and TNM
Group Incorporated, a Delaware corporation and a wholly-owned subsidiary of
Parent (“
Merger
Sub
”). Pursuant to the Merger Agreement, and upon the terms
and conditions thereof, all issued and outstanding shares of the Company’s
common stock, par value $0.01 per share, and all stock purchase rights
associated with such shares (the “
Shares
”), will be
cancelled and converted into the right to receive cash in the amount of $0.20
per share, without interest and less any applicable withholding taxes. After the
consummation of the Merger, as hereinafter defined, and subject to certain terms
and conditions in the Merger Agreement, the Merger Sub will merge with and into
the Company (the “
Merger
”), with the
Company surviving the Merger as a wholly-owned subsidiary of Parent (the “
Surviving
Corporation
”). At the effective time of the Merger, each Share (other
than Shares owned by the Company, any wholly-owned subsidiary of the Company,
Parent, Merger Sub, or stockholders who have not voted in favor of the Merger or
consented thereto in writing and who have properly demanded appraisal for such
Shares in accordance with Section 262 of the Delaware General Corporation Law),
will be automatically converted into the right to receive $0.20 in cash. In
order to induce Parent and Merger Sub to enter into the Merger Agreement, the
directors and certain officers of the Company entered into a Voting Agreement
with Parent and Merger Sub concurrent with the execution and delivery of the
Merger Agreement.
On July
1, 2009, prior to the execution of the Merger Agreement and the Voting
Agreement, the Company entered into an amendment (the “
Rights Amendment
”) to
the Preferred Stock Rights Agreement, dated as of August 16, 2001, between the
Company and Mellon Investor Services, LLC (the “
Rights Agreement
”).
The Rights Amendment, among other things, renders the Rights Agreement
inapplicable to the Merger, the Voting Agreement, the Merger Agreement and the
transactions contemplated thereby. The Rights Amendment provides that the
approval, execution or delivery of the Merger Agreement, the Voting Agreement or
the consummation of or announcement of the Merger or any other transaction
contemplated in the Merger Agreement will not result in either Parent or Merger
Sub being deemed an “Acquiring Person” (as such term is defined in the Rights
Agreement).
In
addition, the Rights Amendment provides that none of a “Shares Acquisition
Date,” a “Distribution Date” or a “Section 13 Event” (as such terms are defined
in the Rights Agreement) shall occur by reason of the approval, execution or
delivery of the Merger Agreement, the Voting Agreement or the consummation of or
announcement of the Merger or any other transaction contemplated in the Merger
Agreement. The Rights Amendment also provides that the Rights Agreement will
expire at the Effective Time (as such term is defined in the Merger Agreement)
if the Rights Agreement has not otherwise terminated.
A copy of
the Rights Amendment is attached as Exhibit 4.1 to the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on July 8,
2009 and is incorporated herein by reference. The foregoing summary of the
Rights Amendment does not purport to be complete and is qualified in its
entirety by reference to the Rights Amendment.
Item 2
.
Exhibits
.
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Exhibit
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Number
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Description of Exhibits
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4.1
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Amendment
No. 1 to Preferred Stock Rights Agreement, dated July 1, 2009, by and
between Medialink Worldwide Incorporated and Mellon Investor Services LLC
(incorporated by reference to the Company’s Current Report on Form 8-K
filed on July 8, 2009).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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Medialink
Worldwide Incorporated
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Dated:
July 8, 2009
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By:
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/s/ Kenneth G.
Torosian
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Chief
Financial Officer, Treasurer and Secretary
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