Medialink Worldwide Incorporated
Ticker:MDLK 708 Third Avenue
Exchange:NASDAQ-National Market New York, NY 10017
Industry:Service (SIC Code 4899) (212) 682-8300

Offering Information
Type of Shares:Common Shares Filing Date:10/15/96
U.S. Shares:2,000,000 Offer Date:1/29/97
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $20,000,000 Selling:$0.35
Expenses:$850,000 Reallowance:$0.10
Shares Out After:5,047,933

Primary Underwriting Group
ManagerTierPhone
Dean Witter ReynoldsLead Manager (212) 392-3223
Wheat First Butcher & Singer Capital MarketsCo-manager (804) 782-3278

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Tashlik, Freutzer & Goldwyn P.C.
Bank's Law Firm: Willkie Farr & Gallagher
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$10.63$11.16$7.38Assets:$6.55
Net Income:$0.38$0.58$0.17Curr Assets:
EPS:$0.11$0.17$0.05Liabilities:$3.38
Prior EPS:$1.18$0.31Curr Liabilities:
Cash Flow/Oper:$0.44Equity:$3.17
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
Medialink is a leading worldwide provider of video and audio production and distribution services for businesses and other organizations seeking to communicate their news through television, radio and other media. The company's principal services are based on its core business -- the satellite distribution of video news releases and the electronic monitoring of their broadcast on television. A VNR is the video equivalent of a conventional press release and is used for the same purposes, such as to introduce a new product or service, explain a technological breakthrough, communicate during a crisis or advocate a position on an issue of public concern. VNRs are produced for easy integration into newscasts and are distributed to the media for their use in complete or edited form.

Competition
The markets for the company's services are highly competitive. The principal competitive factors affecting the company are effectiveness, reliability, price, technological sophistication and timeliness. Numerous specialty companies compete with the company in each of its business lines although no single company competes across all service lines. Many of the company's competitors or potential competitors have longer operating histories, longer client relationships and significantly greater financial, management, technological, sales, marketing and other resources than the company.

Business Plan
The company's strategy is to maintain and leverage its leading position in video distribution to become the premiere provider of production, distribution and monitoring services for its clients' news across all media. The company believes that it can continue to broaden its communications services and reach its strategic objective by 1) developing new services; 2) leveraging its client relationships by cross-marketing services to its clients; 3) continuing its global expansion; and 4) pursuing acquisitions and strategic alliances with companies that can add to the company's service capabilities or geographic scope.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes and possible acquisitions.

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