As filed with the Securities and Exchange Commission On August 6, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIEWPOINT CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 95-4102687
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
498 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(Address of Principal Executive Offices) (Zip Code)
VIEWPOINT CORPORATION 1995 STOCK PLAN
(Full titles of the plan)
BRIAN J. O'DONOGHUE
GENERAL COUNSEL AND SECRETARY
498 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 201-0800
(Name, address, and telephone number of agent for service)
Copy to:
MILBANK, TWEED, HADLEY & MCCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
ATTENTION: ALEXANDER M. KAYE, ESQ.
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount To Be Offering Price Aggregate Amount of
Title of Securities To Be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee (3)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per 7,250,000 $4.03 $29,217,500 $2,688.01
share
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(1) Plus an indeterminate number of additional shares which may be offered or
issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or other similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933. The proposed
maximum aggregate offering price per share with respect to the 7,250,000
shares authorized and reserved for issuance under the Viewpoint Corporation
1995 Stock Option Plan has been estimated to be the average of the high and
low prices of the Common Stock as reported on the Nasdaq National Market on
August 5, 2002, within five (5) business days prior to the date of this
Registration Statement.
(3) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933, as amended, which states that the fee shall be "$92
per $1,000,000 of the maximum aggregate price at which such securities are
proposed to be offered." The Registration Fee is therefore calculated by
multiplying the aggregate offering or sales amount by 0.000092.
PART I
On June 29, 2000, the Board of Directors of VIEWPOINT
CORPORATION (the "Registrant") approved an amendment to the Registrant's 1995
Stock Plan (the "Plan"), to, among other things, increase the maximum amount of
shares of Common Stock, $0.001 par value per share (the "Shares"), of the
Registrant, reserved for issuance under the Plan by 7,250,000 Shares, from
4,500,000 to 11,750,000 Shares. The stockholders of the Registrant approved the
amendment to the Plan at the Registrant's Annual Meeting of Stockholders held on
November 28, 2000. This Registration Statement has been filed to register the
additional 7,250,000 Shares issuable pursuant to options to be granted under the
Plan, as so amended.
The 7,250,000 additional Shares to be registered by this
Registration Statement are of the same class as those securities covered by the
Registrant's previously filed Registration Statement on Form S-8 filed on
September 9, 1999 (Registration No. 333-86817) (the "Prior Registration
Statement"). Pursuant to General Instruction E to Form S-8, the contents of the
Prior Registration Statement, including the periodic reports that the Registrant
filed after the dates of the Prior Registration Statement to maintain current
information of the Registrant, are incorporated herein by reference.
PART II
Exhibits
--------
4.1 Viewpoint Corporation 1995 Stock Plan, as amended.
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent public accountants.
24.1 Power of Attorney (included in signature pages).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, New York, on this 6th day of August,
2002.
VIEWPOINT CORPORATION
By /s/ Robert E. Rice
-------------------------------------
Robert E. Rice
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Robert E. Rice and Brian J. O'Donoghue and each of them severally, acting alone
and without the other, his true and lawful attorney-in-fact with the authority
to execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange
Commission in respect thereof, which amendments may make such other changes in
the Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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Pursuant to the requirements of the Securities Act of 1933
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert E. Rice President, Chief Executive Officer and Director May 31, 2002
------------------------
Robert E. Rice
/s/ Thomas Bennett Director May 31, 2002
------------------------
Thomas Bennett
/s/ Bruce Chizen Director May 29, 2002
------------------------
Bruce Chizen
/s/ Samuel H. Jones, Jr. Director May 28, 2002
------------------------
Samuel H. Jones, Jr.
/s/ Lennert J. Leader Director May 31, 2002
------------------------
Lennert J. Leader
/s/ Anthony Pane Senior Vice President and May 31, 2002
------------------------ Chief Financial Officer
Anthony Pane (Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Viewpoint Corporation 1995 Stock Plan, as amended on November 28, 2000
(incorporated by reference from Exhibit 10.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2000 filed on March
30, 2001 (File No. 000-27168)).
5.1 Opinion of Milbank, Tweed, Hadley & McCloy LLP.
23.1 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent public accountants.
24.2 Power of Attorney (included in signature pages).
5