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 827, 2009 (July 127, 2009)

MEDIALINK WORLDWIDE INCORPORATED

(Exact name of registrant as specified in its charter)

DELAWARE	0-21989	52-1481284
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)

708 THIRD AVENUE, NEW YORK, NY	10017
(Address of principal executive offices)	(Zip Code)

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~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting ~~material~~ 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.

~~On July~~As 1previously disclosed, on June 30, 2009, Medialink Worldwide Incorporated, ~~a Delaware corporation~~ (the “Company”), entered into anPayoff, ~~Agreement~~Amendment and ~~Plan~~Settlement ofAgreements ~~Merger~~ (the “~~Merger~~Payoff ~~Agreement~~Agreements”) with ~~The~~Iroquois ~~NewsMarket~~Master Fund, ~~Inc~~Ltd., aRockmore ~~Delaware~~Investment ~~corporation~~Master ~~(“Parent”) and TNM~~Fund ~~Group Incorporated~~Ltd., aPortside ~~Delaware~~Growth ~~corporation~~ and aOpportunity ~~wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement~~Fund, and ~~upon~~Smithfield ~~the terms~~Fiduciary ~~and conditions thereof~~LLC (collectively, ~~all~~the ~~issued~~“Former ~~and~~Debenture ~~outstanding~~Holders”) ~~shares~~under ofwhich the Company~~’s common~~ ~~stock~~paid $1,590,000 ~~par~~to ~~value~~fully ~~$0.01~~satisfy ~~per~~its ~~share,~~outstanding ~~and~~variable ~~all~~rate ~~stock~~convertible ~~purchase rights~~debentures ~~associated~~ with ~~such~~a ~~shares~~face ~~(the~~value ~~“Shares”), will be cancelled and converted into the right to receive cash in the amount~~ of $~~0.20 per share~~2, ~~without interest and less any applicable withholding taxes~~650,000. Subsequent ~~After~~to ~~the~~signing ~~consummation of~~ the ~~Merger, as~~Payoff ~~hereinafter~~Agreements ~~defined,~~ and ~~subject~~receipt toof ~~certain~~payment ~~terms and conditions in the Merger Agreement~~thereunder, the ~~Merger~~Former ~~Sub~~Debenture ~~will~~Holders ~~merge with and into~~ gave the Company ~~(the~~written ~~“Merger”), with~~notice ~~the~~that ~~Company~~they ~~surviving~~intended ~~the~~to ~~Merger~~file as a ~~wholly-owned~~complaint ~~subsidiary~~seeking ~~of Parent~~to (block the ~~“Surviving~~transactions ~~Corporation”).~~contemplated Atby the ~~effective~~Agreement ~~time~~and Plan of ~~the~~ Merger, ~~each~~dated ~~Share~~as ~~(other~~of ~~than~~July ~~Shares owned by the Company~~1, ~~any~~2009 ~~wholly-owned subsidiary of~~ (the ~~Company,~~ ~~Parent,~~ “Merger ~~Sub,~~Agreement”) orby ~~stockholders~~and ~~who~~between ~~have not voted in favor of~~ the ~~Merger~~ orCompany ~~consented thereto in writing~~ and ~~who have properly demanded appraisal~~The ~~for~~NewsMarket, ~~such~~Inc. ~~Shares~~(“The inNewsMarket”) ~~accordance~~and ~~with~~TNM ~~Section~~Group ~~262~~Incorporated ~~of the Delaware General~~(“Merger ~~Corporation Law~~Sub”),. Such ~~will~~claims bewere ~~automatically~~denied ~~converted~~in ~~into~~their ~~the~~entirety ~~right~~by ~~to receive~~the $0Company.~~20 in cash.~~

~~The~~On July ~~Merger~~27, ~~Agreement includes customary representations~~2009, ~~warranties and covenants of~~ the Company, ~~Parent~~entered ~~and~~into ~~Merger~~an ~~Sub. The~~Agreement ~~Company~~and ~~has~~General ~~agreed~~Release ~~to operate~~(the ~~its~~“Release”) ~~business~~with in the ~~ordinary~~Former ~~course~~Debenture ~~until~~Holders. Under the ~~Merger~~terms isof ~~consummated.~~the Release, ~~The~~the Company ~~has~~ ~~also~~paid ~~agreed~~$515,000 ~~not~~ to ~~solicit,~~the ~~encourage~~Former orDebenture ~~initiate~~Holders ~~discussions~~and ~~with third~~provided ~~parties~~a ~~regarding~~general ~~other~~release ~~proposals~~from toany ~~acquire~~claims the Company ~~and~~may ~~has~~have, ~~agreed~~including toany counter ~~certain~~claims, ~~other~~in ~~restrictions~~exchange onfor ~~its~~a ~~ability~~general torelease ~~respond~~of to any ~~unsolicited proposals.~~and ~~The~~all ~~Merger~~claims ~~Agreement~~by ~~also~~the ~~includes customary termination provisions~~Former ~~for~~Debenture ~~both~~Holders ~~the~~related ~~Company~~to, ~~and~~among ~~Parent~~other ~~and provides that~~things, inthe ~~connection~~Payoff ~~with~~Agreements and the ~~termination~~transactions ofcontemplated by the Merger Agreement. In ~~under specified circumstances~~addition, ~~either~~ the Company orpaid ~~Parent~~$10,000 ~~may~~in bethe ~~required~~aggregate to ~~pay~~repurchase tofrom the ~~other~~Former ~~party~~Debenture Holders aoutstanding ~~termination~~warrants ~~fee~~to purchase 536,729 shares of the Company’s common ~~$275,000~~stock.

~~A copy of~~Item ~~the Merger Agreement is attached as Exhibit 2~~8.101 Other ~~hereto and incorporated herein by reference. The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement.~~Events

~~The~~In ~~Merger~~connection ~~Agreement,~~with ~~which~~entering ~~has~~into ~~been~~the ~~included~~Release ~~to provide investors~~ with ~~information regarding~~the ~~its~~Former ~~terms~~Debenture ~~and~~Holders, ison July ~~not~~27, ~~intended~~2009, ~~to provide any other factual information about~~ the Company orentered ~~Parent,~~into ~~contains~~a ~~representations~~Consent and ~~warranties~~Waiver ofwith ~~each~~The ofNewsMarket ~~the Company, Parent~~ and Merger Sub. ~~The~~(the ~~assertions~~“Consent”). Under ~~embodied~~the interms ~~those representations and warranties were made solely for purposes~~ of the ~~Merger~~Consent, The ~~Agreement~~NewsMarket and ~~are~~Merger ~~subject~~Sub toconsented ~~qualifications and limitations agreed~~ to by the ~~respective~~ ~~parties~~actions intaken ~~connection~~by ~~with negotiating~~ the ~~terms~~Company ~~of the Merger Agreement, including information contained~~ in ~~confidential disclosure schedules~~ ~~that the parties exchanged in~~ connection with ~~signing~~ the ~~Merger~~Release ~~Agreement. Accordingly, investors~~ and ~~security~~acknowledged ~~holders~~that ~~should not rely on~~ such ~~representations~~ ~~and~~actions ~~warranties~~taken ~~as characterizations of the actual state of facts or circumstances, since they were only made as of a specific date and are modified in important part~~ by the ~~underlying disclosure schedules. In addition,~~ ~~certain~~Company ~~representations~~shall ~~and~~not ~~warranties may~~ be ~~subject~~deemed to ~~a contractual standard of materiality different from what might~~ be ~~viewed~~violations ~~as material to stockholders, or may have been used for purposes~~ of ~~allocating risk between~~ the ~~respective parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the~~ Merger ~~Agreement, which subsequent information may or may~~ ~~not be fully reflected in the Company’s public disclosures~~Agreement.

InBoth ~~order to induce Parent and Merger Sub to enter into~~ the ~~Merger Agreement, the~~ ~~directors and executive officers of the~~ Company ~~entered into a Stockholder Voting Agreement dated as of July 1, 2009, with Parent~~ and ~~Merger~~The ~~Sub~~NewsMarket ~~(the “Voting~~continue ~~Agreement”) pursuant~~ to ~~which~~pursue ~~such~~the ~~parties~~transactions ~~agreed,~~contemplated ~~to vote their Shares~~by ~~in favor of~~ the Merger ~~and~~Agreement. The ~~against~~Company ~~any~~will ~~proposal,~~be ~~transaction~~filing ~~or corporate action that would prevent or delay~~ the ~~consummation of the Merger, not to solicit~~preliminary ~~competitive~~proxy ~~proposals~~statement ~~nor~~related ~~seek appraisal rights under Delaware law, and~~ to ~~not dispose or encumber their shares in~~ the ~~Company~~merger orwith ~~grant any proxy relating thereto. Shares held by~~ the ~~directors~~Securities and ~~executive officers that are~~Exchange ~~subject~~Commission ~~to the Voting Agreement represent in the aggregate approximately 9% of the Company's outstanding common stock on the date of the Merger Agreement~~shortly.

A copy of the Voting Agreement is attached as Exhibit 10.17 hereto and is incorporated herein by reference. The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement.

Item 3.03 Material Modification to Rights of Security Holders.

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 hereto and is incorporated herein by reference. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Amendment.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company entered into a Separation Agreement and General Release with each of Laurence Moskowitz, Lawrence Thomas, and Kenneth Torosian (the “Separation Agreements”) that was effective as of July 1, 2009, upon signing of the Merger Agreement. Pursuant to the Separation Agreements, the maximum amount of severance that can be received by each individual upon their termination in connection with the Merger was reduced from the amount each individual would otherwise have been entitled to pursuant to his employment agreement. The amount to be received by each individual is variable and will be determined based on the Company’s balance sheet as of the closing of the Merger. The Separation Agreements with Messrs. Moskowitz and Thomas also contain non-competition, non-solicitation, non-disparagement, confidentiality, post-closing assistance and release provisions.

A copy of the Separation Agreement and General Release with each of Laurence Moskowitz, Lawrence Thomas, and Kenneth Torosian are attached as Exhibits 10.1, 10.13 and 10.12, respectively, each of which is incorporated herein by reference. The foregoing summary of the Separation Agreements does not purport to be complete and is qualified in its entirety by reference to the text of each Separation Agreement.

Item 8.01 Other Events.

On July 1, 2009, the Company issued a press release announcing the signing of the Merger Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired

Not applicable

(b) Pro forma financial information

Not applicable

(d) Exhibits

2.1 Consent ~~Agreement~~ and ~~Plan~~Waiver ~~of Merger dated~~ made as of July 127, 2009, by and ~~between~~among ~~The~~Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group Incorporated ~~and Medialink Worldwide Incorporated~~.

4.17 Agreement and ~~Amendment~~General ~~No.~~Release ~~1 to Preferred Stock Rights Agreement~~ entered into as of July 127, 2009, by and between Medialink Worldwide Incorporated and ~~Mellon~~Iroquois ~~Investor~~Master ~~Services~~Fund, Ltd., Rockmore Investment Master Fund Ltd., Portside Growth and Opportunity Fund, and Smithfield Fiduciary LLC.

10.1 Separation Agreement and General Release effective as of July 1, 2009 by and between Medialink Worldwide Incorporated and Laurence Moskowitz.

10.12 Separation Agreement and General Release effective as of July 1, 2009,by and between Medialink Worldwide Incorporated and Kenneth Torosian.

10.13 Separation Agreement and General Release effective as of July 1, 2009 by and between Medialink Worldwide Incorporated and Lawrence Thomas.

10.17 Stockholder Voting Agreement dated as of July 1, 2009 by and among named Shareholders, Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group Incorporated.

99.1 Press release of the Company dated July 1, 2009 entitled “Medialink Worldwide Announces Signing of Merger Agreement.”

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.

	Medialink Worldwide Incorporated
	Registrant
Date: July 8, 2009	By:	/s/ Kenneth Torosian
Date: July 27, 2009	By:	/s/ Kenneth Torosian
		Kenneth Torosian
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	~~Description~~
2.1	Consent and Waiver made as of July 27, 2009, by and among Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group Incorporated.	~~Agreement and Plan of Merger dated as of July 1, 2009 by and between The NewsMarket, Inc. and TNM Group Incorporated and Medialink Worldwide Incorporated.~~
4.1		Amendment No. 1 to Preferred Stock Rights Agreement entered into as of July 1, 2009 by and between Medialink Worldwide Incorporated and Mellon Investor Services LLC.
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.
10.1		Separation Agreement and General Release effective as of July 1, 2009 by and between Medialink Worldwide Incorporated and Laurence Moskowitz.
10.12		Separation Agreement and General Release effective as of July 1, 2009 by and between Medialink Worldwide Incorporated and Kenneth Torosian.
10.13		Separation Agreement and General Release effective as of July 1, 2009 by and between Medialink Worldwide Incorporated and Lawrence Thomas.
10.17		Stockholder Voting Agreement dated as of July 1, 2009 by and among named Shareholders, Medialink Worldwide Incorporated, The NewsMarket, Inc., and TNM Group Incorporated.
99.1		Press release of the Company dated July 1, 2009, entitled “Medialink Worldwide Announces Signing of Merger Agreement.”

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