About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a DEF 14A SEC Filing, filed by MEDIALINK WORLDWIDE INC on 7/15/1997.
Next Section Next Section Previous Section Previous Section
MEDIALINK WORLDWIDE INC - DEF 14A - 19970715 - PROPOSAL_1

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. The class whose term of office expires at the Meeting currently consists of two directors. The directors elected to this class will serve for a term of three years, expiring at the 2000 annual meeting of stockholders and until their successors have been duly elected and qualified. The nominees listed below are currently directors of the Company. If this proposal is approved, the Board will consist of seven persons, with two classes consisting of two directors each and the third class consisting of three directors.


Unless a contrary direction is indicated, it is intended that proxies received will be voted for the election of directors of the two nominees to serve for three-year terms expiring at the 2000 annual meeting, until their successors are 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 will serve if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH NOMINEES.

Nominees for director for three-year terms ending in 2000:

                                                                                                       SERVED AS
NAME                            POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION                    DIRECTOR FROM
------------------------------  -----------------------------------------------------------------------------------
Paul Sagan....................  Member of the Board of VDOnet Corporation                                 1996
James J. O'Neill..............  Private Financial Consultant                                              1994

Continuing director for term ending upon the 1998 annual meeting of stockholders:

                                                                                                       SERVED AS
NAME                            POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION                    DIRECTOR FROM
------------------------------  -----------------------------------------------------------------------------------
Theodore Wm. Tashlik..........  Member of Tashlik, Kreutzer & Goldwyn P.C., a law firm                    1992
David Davis...................  Senior Vice President/International of the Company                        1992

Continuing director for term ending upon the 1999 annual meeting of stockholders:

                                                                                                       SERVED AS
NAME                            POSITION WITH THE COMPANY OR PRINCIPAL OCCUPATION                    DIRECTOR FROM
------------------------------  -----------------------------------------------------------------------------------
Donald Kimelman...............  Manager of Venture Funds of the Pew Charitable Trust                      1987
Laurence Moskowitz............  Chairman, President and Chief Executive Officer of the Company            1986
Harold Finelt.................  Vice President of American Research & Development, a private venture      1987
                                  capital firm

2

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the executive officers and directors of the Company, including the nominees for election as director, as of July 8, 1997:

NAME                                                 POSITION
---------------------------------------------------  ---------------------------------------------------
Laurence Moskowitz.................................  Chairman of the Board, President and Chief
                                                       Executive Officer
J. Graeme McWhirter................................  Executive Vice President, Chief Financial Officer
                                                       and Assistant Secretary
David Davis........................................  Senior Vice President/International, Director
Nicholas F. Peters.................................  Senior Vice President/Operations
Mark Manoff........................................  Senior Vice President/Sales
Richard Frisch.....................................  Senior Vice President/President and Executive
                                                       Officer of the Medialink MCT Division
Mark Weiner........................................  Vice President/Research and Media Relations
Mary Buhay.........................................  Vice President/Sales and Special Services
Harold Finelt......................................  Director
Donald Kimelman....................................  Director
James J. O'Neill...................................  Director
Gerald P. Rodeen...................................  Director
Paul Sagan.........................................  Director
Theodore Wm. Tashlik...............................  Director

Laurence Moskowitz, 45, 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, 41, a co-founder of Medialink has served 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 Peat Marwick LLP in London and Philadelphia as a manager.

David Davis, 60, has been a member of Medialink's Board of Directors since September 1992 and in 1996 became Senior Vice President/International. From September 1992 to November 28, 1996, The Davis Partnership, a partnership beneficially owned by Mr. Davis, served as a consultant to the Company. From 1968 to 1992, Mr. Davis was employed by Edelman Public Relations Worldwide. During such period, Mr. Davis was a manager responsible for Europe and Asia Pacific and served as Vice Chairman at Daniel J. Edelman, Inc. From 1951 to 1968, Mr. Davis was a journalist for Britain's national Press Association, Universal News Services (Britain's first business newswire), and the Times of London.

Nicholas F. Peters, 45, has served as Senior Vice President/Operations since January 1996. 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, 45, has served as Senior Vice President/Sales since January 1996. From April 1992 to January 1996, Mr. Manoff served as Vice President/Sales and from February 1989 to April 1992 he served as Vice

3

President/Operations. Mr. Manoff opened Medialink's Washington, D.C. office in 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.

Mark Weiner, 41, 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.

Richard Frisch, 40, joined Medialink in June 1997 as Senior Vice President and President and Executive Officer of the MCT 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 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.

Mary Buhay, 32, has served as Vice President/Sales and Special Services since July 1996. 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, 37, 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, 49, 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. Mr. Kimelman was the Pennsylvania editor of the Philadelphia Inquirer responsible for supervising state and suburban coverage from 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.

James J. O'Neill, 58, 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.

Gerald P. Rodeen, 49, has served as a director of the Company since 1986. Mr. Rodeen has been a partner of the law firm Dilks, Rodeen, Gibson & Smith Ltd. for more than five years.

Paul Sagan, 38, has served as a director of the Company since March 1997. In December 1996, Mr. Sagan became a member of the board of VDOnet Corporation, a private company that has developed technology to allow video broadcasting and video telephony over the Internet and other computer networks. From December 1995 to December 1996, Mr. Sagan was President and Editor of New Media at Time Inc. From December 1992 until December 1995, Mr. Sagan was Managing Editor of News on Demand at Time Inc.

Theodore Wm. Tashlik, 57, 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.

4

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

During Fiscal Year 1996, the Board of Directors held seven meetings. In addition, there were four actions taken by unanimous written consents. 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 public accountants, reviews with the independent public accountants the plans and results of the audit engagement, reviews the independence of the independent public accountants, 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. Harold Finelt and James J. O'Neill and held one meeting during fiscal 1996.

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 five meetings during fiscal 1996.

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 five meetings during fiscal 1996.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, and the rules issued thereunder, the Company's directors and executive officers 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. Copies of such reports are required to be furnished to the Company. Based solely on review of the copies of such reports furnished to the Company, or written representations that no other reports were required, the Company believes that, during 1996, all of its executive officers and directors complied with the requirements of Section 16(a).

5

ADDITIONAL INFORMATION

STOCK OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of July 8, 1997, 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.

                                                   SHARES OF COMMON STOCK
                                                  BENEFICIALLY OWNED AS OF
                                                      JULY 8, 1997(1)
                                      -----------------------------------------
        EXECUTIVE OFFICERS,                 NUMBER OF                 PERCENT OF
   DIRECTORS AND 5% STOCKHOLDERS              SHARES                    CLASS
-----------------------------------   ----------------------    ---------------
New York State Business Venture
  Partnership .....................           376,851                     7.4%
  c/o Rothschild Inc.
  1251 Avenue of the Americas
  51st Floor
  New York, NY 10020
Laurence Moskowitz(2) .............           405,874                     7.8
  c/o Medialink Worldwide
  Incorporated
  708 Third Avenue
  New York, NY 10017
J. Graeme McWhirter(3) ............           113,476                     2.2
Nicholas F. Peters(4) .............            30,280                 *
Mark Manoff(5).....................            48,024                 *
Mary Buhay(6) .....................             4,880                 *
Harold Finelt(7) ..................            75,624                     1.5
Donald Kimelman(8) ................            56,400                     1.1
James J. O'Neill(6) ...............             4,800                 *
Theodore Wm. Tashlik(9) ...........            46,221                 *
David Davis(10) ...................            19,561                 *
Paul Sagan.........................             5,000                 *
Richard Frisch(11) ................            35,185                 *
Gerald Rodeen(12) .................            85,224                     1.7
All Named Executive Officers and
  Directors as a Group (13
  Persons).........................           930,882                    17.4


* 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.
(2) Includes 50,020 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.
(3) Includes 42,898 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. Also includes 11,000 shares owned by the McWhirter Family Associates LLC which may be deemed to be beneficially owned by Mr. McWhirter.
(4) Includes 22,480 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.
(5) Includes 22,600 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.

(Footnotes continued on next page)

6

(Footnotes continued from previous page)

(6) 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.

(7) Includes 14,400 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.

(8) Includes 14,400 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. Also includes 42,000 shares of Common Stock held by SDJ Family Trust as to which Mr. Kimelman has voting power and beneficial ownership of 33% of such shares.

(9) Includes 14,400 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.

(10) Includes 17,040 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.

(11) Represents 35,185 shares of Common Stock held by Corporate TV Group, Inc. Mr. Frisch, as sole shareholder of Corporate TV Group, Inc., may be deemed to beneficially own all of such shares.

(12) Includes 14,400 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.

EDGAR® is a federally registered trademark of the U.S. Securities and Exchange Commission. EDGAR®Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.