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)
March 25, 2003
VIEWPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-27168 95-4102687
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(state or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
498 Seventh Avenue, Suite 1810, New York, NY 10018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 201-0800
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 25, 2003, Viewpoint Corporation entered into a Redemption,
Amendment and Exchange Agreement with the three institutional investors
with whom it had completed a private placement of convertible notes and
warrants on December 31, 2002 (the "December Private Placement"). Pursuant
to this agreement, Viewpoint redeemed an aggregate of $3.3 million
principal amount of the outstanding convertible notes, exchanged an
aggregate of $1 million principal amount of the outstanding convertible
notes for shares of Viewpoint common stock at $0.74 per share, and
exchanged the remaining $2.7 million principal amount of outstanding
convertible notes for $2.7 million principal amount of new convertible
notes. The per share conversion price for the new notes will based on the
future market price of the common stock, but will not be less than $1.00
nor more than $2.26 per share. For a complete description of the
transaction, reference is made to the Redemption, Amendment and Exchange
Agreement, Securities Purchase Agreement, Form of Replacement Convertible
Note, Form of Subsequent/Additional Convertible Note, Form of Initial
Warrant, Form of Subsequent/Additional Warrant, Form of Redemption
Warrant, Registration Rights Agreement and Form of Exchange Agreement
listed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9,
10.10 and 10.11. In connection with this transaction, the investors
withdrew and cancelled the default notices that had been previously
delivered to Viewpoint on February 28, 2003.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
10.1 Redemption, Amendment and Exchange Agreement, dated as of
March 25, 2003, by and among Viewpoint Corporation and
Smithfield Fiduciary LLC.
10.2 Redemption, Amendment and Exchange Agreement, dated as of
March 25, 2003, by and among Viewpoint Corporation and
Riverview Group, LLC.
10.3 Redemption, Amendment and Exchange Agreement, dated as of
March 25, 2003, by and among Viewpoint Corporation and
Portside Growth & Opportunity Fund.
10.4. Securities Purchase Agreement, dated as of December 31, 2002,
by and among Viewpoint Corporation and the Buyers named
therein, as amended by the Redemption, Amendment and Exchange
Agreement, dated as of March 25, 2003, by and among Viewpoint
Corporation and the Buyers named therein, previously filed as
Exhibit 10.1 to Form 8-K filed by Viewpoint Corporation on
January 2, 2003.
10.5 Form of Replacement 4.95% Convertible Note of Viewpoint
Corporation, previously filed as Exhibit 10.2 to Form 8-K
filed by Viewpoint Corporation on January 2, 2003.
10.6 Form of Subsequent/Additional 4.95% Convertible Note of
Viewpoint Corporation, previously filed as Exhibit 10.3 to
Form 8-K filed by Viewpoint Corporation on January 2, 2003.
10.7 Form of Initial Warrant for Common Stock of Viewpoint
Corporation, previously filed as Exhibit 10.4 to Form 8-K
filed by Viewpoint Corporation on January 2, 2003.
10.8 Form of Subsequent/Additional Warrant for Common Stock of
Viewpoint Corporation, previously filed as Exhibit 10.5 to
Form 8-K filed by Viewpoint Corporation on January 2, 2003.
10.9 Form of Redemption Warrant for Common Stock of Viewpoint
Corporation.
10.10 Registration Rights Agreement, dated as of March 25, 2003,
by and among Viewpoint Corporation and the Buyers named
therein, as amended by the Redemption, Amendment and Exchange
Agreement, dated as of
March 25, 2003, by and among Viewpoint Corporation and the
Buyers named therein, previously filed as Exhibit 10.6 to Form
8-K filed by Viewpoint Corporation on January 2, 2003.
10.11 Pledge Agreement, dated as of December 31, 2002, by Viewpoint
Corporation as Pledgor, in favor of Smithfield Fiduciary LLC
as collateral agent, for the benefit of the holders named
therein, previously filed as Exhibit 10.7 to Form 8-K filed by
Viewpoint Corporation on January 2, 2003.
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.
VIEWPOINT CORPORATION
/s/ Robert E. Rice
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Robert E. Rice
President and Chief Executive Officer
Dated: March 25, 2003