-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M+Ml0rWiYqO+H8TcPZ5zc4gOmrB9o7Tc2U/9zVLk1244PvA3VmR+mSGaq+yjJ22e a2dRB3QRAJaHe7pjodLlMg== 0000930413-07-002424.txt : 20070316 0000930413-07-002424.hdr.sgml : 20070316 20070316090328 ACCESSION NUMBER: 0000930413-07-002424 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070314 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEWPOINT CORP CENTRAL INDEX KEY: 0000919794 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954102687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27168 FILM NUMBER: 07698090 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: SUITE 1810 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-201-0800 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: SUITE 1810 CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: VIEWPOINT CORP/NY/ DATE OF NAME CHANGE: 20001201 FORMER COMPANY: FORMER CONFORMED NAME: METACREATIONS CORP DATE OF NAME CHANGE: 19970529 FORMER COMPANY: FORMER CONFORMED NAME: HSC SOFTWARE CORP DATE OF NAME CHANGE: 19951019 8-K 1 c47369_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
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 14, 2007  

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

______________________________N/A______________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (se General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

On March 14, 2007, Viewpoint Corporation and Federal Partners, L.P. amended the 4.95% Amended and Restated Subordinated Note in the principal amount of $3,050,000 held by Federal Partners to (1) extend the maturity date from March 31, 2008 to September 30, 2009 and (2) waive any and all Defaults and Events of Default and the related consequences resulting from, relating to, or otherwise in connection with (a) the Company’s acquisition of Makos Advertising, L.P., (b) for a period until December 31, 2008, Section 5.15 of the Securities Purchase Agreement, dated as of March 26, 2003 between the Company and the Purchasers identified on the signature pages thereto, and (c) the sale of the Company’s securities pursuant to a transaction to be executed by May 31, 2007 in exchange for the payment by the Company of $165,000 to Federal Partners on the Amendment Date and $300,000 on the earlier to occur of September 30, 2009 and the acceleration of the maturity of the Note upon an Event of Default.

The foregoing is a summary of the terms of the Amendment to the Amended and Restated 4.95% Subordinated Note Due March 31, 2008 and the Second Amended and Restated 4.95% Subordinated Note Due September 30, 2009 and does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to the Amended and Restated 4.95% Subordinated Note Due March 31, 2008 and the Second Amended and Restated 4.95% Subordinated Note Due September 30, 2009, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2.

Viewpoint issued a press release announcing the transaction on March 15, 2007. A copy of the press release is attached hereto as Exhibit 99.1.

The Clark Estates, Inc. provides management and administrative services to Federal Partners and has the sole power to vote or to direct the vote and to dispose of or direct the disposition of all shares held by Federal Partners.

Item 9.01   Financial Statements and Exhibits.

(c)      Exhibits
 
  The following exhibits are filed herewith:
 
  10.1      Amendment to Amended and Restated 4.95% Subordinated Note Due March 31, 2008.
 
  10.2      Second Amended and Restated 4.95% Subordinated Note Due September 30, 2009.
 
  99.1      Press release issued by Viewpoint Corporation on March 15, 2007.
 

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/ Christopher C. Duignan __________
Christopher C. Duignan
Interim Chief Financial Officer

Dated: March 16, 2007

 EX-10.1 2 c47369_ex10-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.1

AMENDMENT

TO

VIEWPOINT CORPORATION

4.95% SUBORDINATED NOTE DUE 2008

     This amendment (this “Amendment”), made and entered into March 14, 2007 (the “Amendment Date”), amends the Amended and Restated 4.95% Subordinated Note due March 31, 2008 in the principal amount of $3,050,000 (the “Note”), originally dated as of March 26, 2003, as amended and restated pursuant to the amendment dated as of July 27, 2005, between Federal Partners P, L.P. (the “Holder”) and Viewpoint Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Note.

     WHEREAS, the written consent of the Holders of at least 50% in aggregate principal amount of the Notes then outstanding may amend the Note; and

     WHEREAS, the parties hereto desire to amend the Note in order to (i) extend the maturity of the Note from March 31, 2008 to September 30, 2009 and (ii) waive certain rights granted to Holder under the Note in exchange for the payment by the Company of $165,000 on the Amendment Date and $300,000 on the earlier to occur of September 30, 2009 and the acceleration of the maturity of the Note upon an Event of Default.

     NOW, THEREFORE, BE IT RESOLVED THAT, in consideration of the mutual promises and covenants contained in this Amendment and the Note, the parties agree as follows:

1.      The terms of this Amendment supersede the terms of the Note to the extent they are inconsistent. All other terms of the Note shall remain in full force and effect.
 
  This Amendment and the Note constitute the entire agreement between the Holder and the Company with respect to the subject matter hereof.
 
2.      With effect from and after the Amendment Date, the title of the Note shall be amended from “4.95% Subordinated Note Due 2008” to “4.95% Subordinated Note Due 2009”.
 
3.      With effect from and after the Amendment Date, the preamble to the Note is hereby amended and restated in its entirety as follows:
 

“VIEWPOINT CORPORATION, a Delaware corporation (the “Company”, which term includes any successor corporation), for value received, promises to pay to FEDERAL PARTNERS P, L.P. (the “Holder”), or registered

assigns, the principal sum of THREE MILLION FIFTY THOUSAND DOLLARS ($3,050,000) on September 30, 2009.”

4.      The Holder hereby confirms its waiver of any and all Defaults and Events of Default and the related consequences resulting from, relating to, or otherwise in connection with (1) the Company’s acquisition of Makos Advertising, L.P., (2) for a period until December 31, 2008, Section 5.15 of the Securities Purchase Agreement, and (3) the sale of the Company’s securities pursuant to a transaction to be executed by May 31, 2007.
 
5. In exchange for the extension of the maturity date of the Note by eighteen months and the waiver of certain rights granted to Holder under the Note as set forth in Section 4. above, the Company hereby agrees (i) to pay to the Holder $165,000 on the Amendment Date and (ii) to pay to the Holder $300,000 on the earlier to occur of September 30, 2009 and the acceleration of the maturity of the Note upon an Event of Default.
 
6. This Amendment and the Note shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflict of laws. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Amendment or the Note.
 
7. The Company shall reimburse the Holder for the reasonable fees and disbursements of its counsel in connection with the negotiation, execution and delivery of this Amendment.
 

     IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

FEDERAL PARTNERS P, L.P.

By: Ninth Floor Corporation, its General Partner

VIEWPOINT CORPORATION
By: /s/ Stephen M. Duff   By: /s/ Patrick Vogt  
 
   
 
Name: Stephen M. Duff
Title: Treasurer		 Name: Patrick Vogt
Title: CEO

EX-10.2 3 c47369_ex10-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10.2

THE SECURITY REPRESENTED BY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL ADDRESSED TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITY.

VIEWPOINT CORPORATION
 
Second Amended and Restated 4.95% Subordinated Note
Due September 30, 2009
 
$3,050,000
  New York, New York
No. R-1   Originally Dated March 25, 2003
        Amended and Restated Subordinated Note Dated July 27, 2005
        Second Amended and Restated Subordinated Note Dated March 14, 2007

         VIEWPOINT CORPORATION, a Delaware corporation (the “Company”, which term includes any successor corporation), for value received, promises to pay to FEDERAL PARTNERS P, L.P. (the “Holder”), or registered assigns, the principal sum of THREE MILLION FIFTY THOUSAND DOLLARS ($3,050,000) on September 30, 2009.

1. INTEREST.

     The Company promises to pay interest on the outstanding principal amount of this Amended and Restated Subordinated Note (this “Note”) at the rate of 4.95 percent per annum. The Company will pay interest quarterly in arrears on June 30, September 30, December 31 and March 31 of each year (each an “Interest Payment Date”), commencing March 31, 2003. Interest on the outstanding principal amount of this Note will accrue from the most recent date on which interest has been paid. Interest will be computed on the basis of a 365-day year and the actual number of days elapsed.

     The Company shall pay interest on overdue installments of principal and on overdue installments of interest to the extent lawful as provided in Section 2.04 of the Securities Purchase Agreement (defined below).

2. METHOD OF PAYMENT.

     The Company shall pay interest on this Note (except defaulted interest) to the registered Holder of this Note at the close of business on the Interest Payment Date (or if such Interest Payment Date is not a Business Day, then on the Business Day following such Interest

Payment Date) in lawful money of the United States of America by wire transfer of immediately available funds to an account designated in writing for such purpose by the Holder of this Note. The Holder of this Note must surrender this Note to the Company at its principal place of business to collect principal payments, which shall be paid in lawful money of the United States of America by wire transfer of immediately available funds to an account designated in writing for such purpose by the Holder of this Note.

3.   SECURITIES PURCHASE AGREEMENT.

       The Company issued a Subordinated Note, dated March 25, 2003 (the “Original Note”), to the Holder under the Securities Purchase Agreement, dated as of March 25, 2003, (the “Securities Purchase Agreement”), by and among the Company and the other parties described therein. The Company and the Holder amended and restated the Original Note on July 27, 2005. This Note represents the Original Note, as amended, as further amended and restated on the date hereof. Capitalized terms herein are used as defined in the Securities Purchase Agreement unless otherwise defined herein. The terms of this Note include those stated in the Securities Purchase Agreement and as it may be amended from time to time.

4.   OPTIONAL REDEMPTION.

       This Note will be redeemable, at the Company’s option, in accordance with Article III of the Securities Purchase Agreement, in whole at any time or in part from time to time, upon not less than 15 nor more than 30 days’ notice, at 100% of the principal amount thereof, plus, in each case, accrued and unpaid interest to the date of redemption.

5.   NOTICE OF OPTIONAL REDEMPTION.

       Notice of redemption will be sent, by first class mail, postage prepaid or by an individual recognized courier service, at least 15 days but not more than 30 days before the Redemption Date to the Holder of this Note, to be redeemed at such Holder’s registered address.

       Except as set forth in the Securities Purchase Agreement, unless the Company defaults in the payment when due of such Redemption Price plus accrued and unpaid interest, if any, this Note (once called for redemption) will cease to bear interest from and after such Redemption Date and the only right of the Holder of this Note will be to receive payment of the Redemption Price plus accrued and unpaid interest, if any, to the Redemption Date.

6.   OFFERS TO PURCHASE.

       Upon the occurrence of a Change of Control, subject to the limitations contained in and in accordance with section 5.13 of the Securities Purchase Agreement, the Company will make an offer to purchase this Note on the terms and conditions set forth therein.

7.   DENOMINATIONS; TRANSFER; EXCHANGE.

       This Note is in registered form, without coupons. The Holder shall register the transfer of or exchange of this Note in accordance with the Securities Purchase Agreement. The Company may require the Holder of this Note, among other things, to furnish appropriate

endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Securities Purchase Agreement.

8.   PERSONS DEEMED OWNERS.

       The Holder of this Note shall be treated as the owner of it for all purposes.

9.   AMENDMENT; SUPPLEMENT; WAIVER.

       Subject to certain exceptions, the Securities Purchase Agreement and the Notes (including this Note) may be amended or supplemented with the written consent of the Holders of at least 50% in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default (except a Default or Event of Default of principal of or interest on any Note outstanding) or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.

10.   RESTRICTIVE COVENANTS.

       The Securities Purchase Agreement contains certain covenants that, among other things, limit the ability of the Company and the Subsidiaries, if any, to incur additional Indebtedness, create certain Liens (other than Permitted Liens), pay dividends or make certain other Restricted Payments. The limitations are subject to a number of important qualifications and exceptions.

11.       REISSUANCE OF THIS NOTE.

     (a)   Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 11(d)), registered as the Holder may request, representing the outstanding principal being transferred by the Holder and, if less then the entire outstanding principal is being transferred, a new Note (in accordance with Section 11(d)) to the Holder representing the outstanding principal not being transferred.

     (b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and reasonably acceptable to the Company (based in part on the net worth of, or security provided by, the Holder) and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 11(d)) representing the outstanding principal.

     (c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 11(d) and in principal amounts of at least $500,000) representing in the aggregate the outstanding principal of this Note, and each such new Note will represent such portion of such outstanding principal as is designated by the Holder at the time of such surrender.

     (d) Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 11(a) or Section 11(c), the principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note which is the same as the Issuance Date of this Note and (iv) shall have the same rights and conditions as this Note.

12.   CANCELLATION.

       After all principal, accrued interest and other amounts at any time owed on this Note has been indefeasibly paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

13.   DEFAULTS AND REMEDIES.

       If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) of the Securities Purchase Agreement) occurs and is continuing, the Holders of not less than 50% in aggregate principal amount of the Notes then outstanding may declare the principal of and accrued interest on all the Notes to be due and payable immediately in the manner and with the effect provided in Section 6.02 of the Securities Purchase Agreement. If an Event of Default under Section 6.01(f) or (g) of the Securities Purchase Agreement occurs and is

continuing, the principal of and accrued interest on all Notes shall automatically become and be due and payable without any declaration or other act on the part of any Holder. The Holder of this Note may not enforce the Securities Purchase Agreement or this Note except as provided in the Securities Purchase Agreement. The Securities Purchase Agreement permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to exercise or pursue any other remedy to the extent permitted at law or in equity to enforce the performance of this Note or the Securities Purchase Agreement.

14.   NO RECOURSE AGAINST OTHERS.

       No stockholder, director, officer, employee or incorporator, as such, of the Company shall have any liability for any obligation of the Company under this Note or the Securities Purchase Agreement or for any claim based on, in respect of or by reason of, such Obligations or their creation. The Holder of this Note by accepting this Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Note.

15.   NOTICES.

       Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9.01 of the Securities Purchase Agreement.

16.   VOTING RIGHTS.

       The Holder shall have no voting rights as the holder of this Note, except as required by law, including but not limited to the Delaware General Corporation Law, and as expressly provided in this Note.

17.   SUBORDINATION.

       This Note is and shall be subordinate, to the extent and in the manner herein set forth, in right of payment to the prior payment in full in cash of all obligations of the Company (whether for principal, interest (including interest accruing subsequent to the filing of a bankruptcy or other insolvency petition), fees, expenses or otherwise) owing to the Holders (the “Senior Debt”) under the $2,700,000 aggregate principal amount of Convertible Notes due December 31, 2007 issued by the Company on March 25, 2003 (as amended or otherwise modified from time to time, together with any notes issued in replacement thereof or substitution therefor, the “Senior Notes”). By accepting this Note, the Holder of this Note agrees that it will not ask, demand, sue for, take or receive, directly or indirectly, from the Company, in cash or other property, by set-off or in any other manner, payment of, or security for any or all of the obligations hereunder unless and until the Senior Debt shall have been paid in full in cash; provided, however, that the Holder of this Note may receive, and the Company may pay, principal and interest hereunder (without regard to any amendment), unless at the time of making such payment and immediately after giving effect thereto, (A) an Event of Default (as defined in the Senior Notes) under Section 4(a)(vi) of the Senior Notes or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default under Section 4(a)(vi) of the Senior Notes shall have occurred and be continuing, (B) any other Event of

Default shall have occurred and be continuing under the Senior Notes and either (x) fewer than 90 days shall have elapsed since the occurrence of such Event of Default, or (y) the holders of the Senior Notes shall have accelerated the maturity of the Senior Notes by reason of the occurrence of such Event of Default, or (C) a Change of Control (as defined in the Senior Notes) shall have occurred and payment required to be made in accordance with any Change of Control Redemption Notice (as defined in the Senior Notes) shall not have been paid in full to the holders of Senior Notes delivering any such Change of Control Redemption Notice to the Company.

18.   GOVERNING LAWS.

       This Note and the Securities Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles of conflict of laws. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note.

19.   SECOND AMENDED AND RESTATED NOTE.

       This Note was originally issued on March 25, 2003, was amended and restated on July 27, 2005 and is being further amended and restated on the date hereof.

       IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

 
VIEWPOINT CORPORATION

 
By
 /s/ Patrick Vogt                                      
Name: Patrick Vogt
Title: CEO

 

ASSIGNMENT FORM

I or we assign and transfer this Note to:


(Print or type name, address and zip code of assignee or transferee)

(Insert Social Security or other identifying number of assignee or transferee) and irrevocably appoint
____________________________________________,
agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Dated: ______________________________

Signed: ___________________________________________________________
(Sign exactly as name appears on the other side of this Note)

Signature Guarantee: ______________________________________________________________

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Company)

OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to Section ___ of the Securities Purchase Agreement, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to ___ of the Securities Purchase Agreement, state the amount: $_____________

Dated: ___________________________

Signed: ________________________________________________
(Sign exactly as name appears on the other side of this Security)

Signature Guarantee: __________________________________________________

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Company)

EX-99.1 4 c47369_ex99-1.htm c47369_ex99.1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.1


 
Contact:
  Press:  
Or
  Investor Relations:
      Tatyana Yemets       Viewpoint Corporation
      Viewpoint Corporation       212-201-0800
      212-201-0821       ir@viewpoint.com
      tyemets@viewpoint.com        

VIEWPOINT CORPORATION EXTENDS MATURITY FOR $3.05 MILLION OF DEBT

NEW YORK, March 15, 2007 –Viewpoint Corporation (NASDAQ: VWPT), a leading Internet Marketing Technology company, today announced that it has extended the March 31, 2008 maturity date of $3.05 million of debt controlled by The Clark Estates, Inc. to September 30, 2009. Viewpoint paid a fee for this amendment to the loan agreement.

“This amendment to extend the maturity date of this debt provides us with additional flexibility to support our strategy of being a leading Internet marketing technology company,” said Patrick Vogt, CEO of Viewpoint. “We believe that the support of our lenders is a continued display of confidence in our business model.”

ABOUT VIEWPOINT

Viewpoint is a leading Internet marketing technology company, offering Internet marketing and online advertising solutions through the powerful combination of its proprietary visualization technology and a full range of campaign management services including TheStudio, Viewpoint’s creative services group, Unicast, Viewpoint’s online advertising group, and KeySearch, Viewpoint’s search engine marketing consulting practice. Viewpoint's technology and services are behind the online presence of some of the world's most esteemed brands, including AOL, GE, Sony, and Toyota. More information on Viewpoint can be found at www.viewpoint.com.

The company has approximately 90 employees principally at its headquarters in New York City and in Los Angeles.

#    #    #

FORWARD LOOKING STATEMENTS

This press release contains "forward-looking" statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and similar expressions that reflect Viewpoint's current expectations about its future performance. These statements and

expressions are subject to risks, uncertainties and other factors that could cause Viewpoint's actual performance to differ materially from those expressed in, or implied by, these statements and expressions. Such risks, uncertainties and factors include those described in Viewpoint's filings and reports on file with the Securities and Exchange Commission.

Copyright © 2007 Viewpoint Corporation. All Rights Reserved. Viewpoint, Unicast, TheStudio by Viewpoint and KeySearch are trademarks or registered trademarks of Viewpoint Corporation.

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