UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Viewpoint Corporation
-------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
-------------------------------------------------
(Title of Class of Securities)
92672P108
------------------------
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey E. LaGueux, Esq.
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036-6710
(212) 336-2000
March 26, 2003
------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are sent.
(Page 1 of 7)
CUSIP NO.
92672P108
1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,703,402
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 3,703,402
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,703,402
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON
CO
(Page 2 of 7)
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of Common Stock,
par value $.001 per share (the "Common Stock"), of Viewpoint Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 498 Seventh Avenue, Suite 1810, New York, New York 10018.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This statement is being filed by The Clark Estates, Inc.
(the "Reporting Person"), a New York corporation with its principal business
address and principal office at One Rockefeller Plaza, 31st Floor, New York, New
York 10020.
The Reporting Person is principally engaged in the business of
providing management and administrative services to certain institutional,
corporate, partnership, individual and trust accounts affiliated with the Clark
family.
Schedule I sets forth the information required by Items 2(a) - (c)
and 2(f) of Schedule 13D for each executive officer and director of the
Reporting Person.
(d) - (e) During the last five years neither the Reporting Person
nor (to the best knowledge of the Reporting Person) any of its directors or
executive officers has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of March 26, 2003, Federal Partners P, L.P. ("Federal
Partners") purchased from the Issuer in a private placement transaction a 4.95%
Subordinated Note due 2006 in the principal amount of $3,050,000 (the "Note")
with interest payable quarterly and 3,150,002 shares of Common Stock (the
"Shares") for an aggregate purchase price of $3,050,000 pursuant to a Securities
Purchase Agreement (the "Securities Purchase Agreement").
Federal Partners is a limited partnership, the general partner of
which is Ninth Floor Corporation. The Reporting Person provides management and
administrative services to Federal Partners. The purchase price for the Shares
and the Note was provided by funds available for investment by accounts for
which the Reporting Person provides management and administrative services.
In connection with this private placement, the Issuer agreed
pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") to file a Registration Statement with the SEC with respect to the
Shares and certain other shares of Common Stock issued in connection with this
private placement.
(Page 3 of 7)
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchase of the Shares and the Note was for
investment. The Reporting Person currently does not have any plans or proposals
of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D,
except that the Reporting Person may acquire additional shares of the Common
Stock in open market transactions for investment purposes and may dispose of
shares of Common Stock in open market transactions or otherwise. Any decision of
the Reporting Person either to purchase additional shares of the Common Stock or
to dispose of any of such shares will take into account various factors,
including general economic and stock market conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 3,703,402 shares of Common Stock beneficially owned by the
Reporting Person, 3,150,002 of which are held of record by Federal Partners,
constitute approximately 8.1% of the outstanding shares of the Common Stock,
computed in accordance with the provisions of SEC Rule 13d-3(d)(1) (based upon
an aggregate of 45,985,507 outstanding shares of the Common Stock as of March
28, 2003, as disclosed in the Issuer's Annual Report on Form 10-K for the year
ended December 31, 2002).
(b) The Reporting Person has the sole power to vote or to direct the
vote and to dispose of or direct the disposition of all of the Shares.
(c) Neither the Reporting Person, nor any of the accounts referred
to above, nor (to the best knowledge of the Reporting Person) any of its
executive officers or directors has effected any transaction in the Common Stock
during the 60 days preceding the date hereof.
(d) The accounts referred to in Item 3 have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the Securities Purchase Agreement, the Note and the
Registration Rights Agreement, neither the Reporting Person nor (to the best
knowledge of the Reporting Person) any of its executive officers or directors
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
(Page 4 of 7)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: April 7, 2003 THE CLARK ESTATES, INC.
By: /S/ KEVIN S. MOORE
-----------------------
Name: Kevin S. Moore
Title: President
(Page 5 of 7)
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF THE CLARK ESTATES, INC.
NAME PRINCIPAL OCCUPATION NAME, PRINCIPAL BUSINESS AND ADDRESS OF EMPLOYER
Jane Forbes Clark Chairman and Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Kevin S. Moore President and Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Anne L. Peretz Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Eric L. Straus Senior Vice President and The Clark Estates, Inc.
Director Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Marshall F. Wallach Director, The Clark Estates, The Wallach Corporation
Inc. Investment Banking
President, The Wallach 1401 17th Street, Suite 750
Corporation Denver, Colorado 80202
Richard C. Vanison Vice President and Treasurer The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
William T. Burdick Secretary The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(Page 6 of 7)
NAME PRINCIPAL OCCUPATION NAME, PRINCIPAL BUSINESS AND ADDRESS OF EMPLOYER
Stephen M. Duff Chief Investment Officer The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
All of the executive officers and directors of The Clark Estates, Inc. are
United States citizens.
(Page 7 of 7)