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)
December 31, 2002
VIEWPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-27168 95-4102687
(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
(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.
Viewpoint Corporation closed a private placement of convertible notes
and warrants with three institutional investors on December 31, 2002.
For a complete description of the transaction, reference is made to the
Securities Purchase Agreement, Form of Initial Convertible Note, Form
of Subsequent/Additional Convertible Note, Form of Initial Warrant,
Form of Subsequent/Additional Warrant, Registration Rights Agreement
and Pledge Agreement attached hereto as Exhibits 10.1. 10.2, 10.3,
10.4, 10.5, 10.6 and 10.7.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
10.1. Securities Purchase Agreement, dated as of December 31,
2002, by and among Viewpoint Corporation and the Buyers
named therein.
10.2 Form of Initial 4.95% Convertible Note of Viewpoint
Corporation.
10.3 Form of Subsequent/Additional 4.95% Convertible Note of
Viewpoint Corporation.
10.4 Form of Initial Warrant for Common Stock of Viewpoint
Corporation.
10.5 Form of Subsequent/Additional Warrant for Common Stock
of Viewpoint Corporation.
10.6 Registration Rights Agreement, dated as of December 31,
2002, by and among Viewpoint Corporation and the Buyers
named therein.
10.7 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.
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: January 2, 2003