8-A12G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

AMENDMENT NO. 3

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

VIEWPOINT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	95-4102687
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
498 Seventh Avenue, New York, New York	10018
(Address of principal executive offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [   ]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X]

Securities Act registration statement file number to which this form relates:   N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Share Purchase Rights
(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

     The registrant hereby amends the following Items and Exhibits of its Registration Statement on Form 8-A filed July 28, 1998, as amended by Amendment No. 1 to Registration Statement on Form 8-A filed June 24, 1999 and Amendment No. 2 to Registration Statement on Form 8-A filed December 1, 2000 (as so amended, the “Amended Form 8-A”), to reflect (i) an amendment to the registrant’s Amended and Restated Preferred Shares Rights Agreement, dated as of July 27, 1999, as amended by Amendment No. 1 to Amended and Restated Preferred

Shares Rights Agreement, dated as of November 28, 2000 (the “Amended and Restated Rights Agreement”), dated as of October 5, 2001 by and between the registrant and EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.) and (ii) an amendment to the Amended and Restated Rights Agreement, dated as of May 17, 2007 by and between the registrant and Computershare Trust Company, N.A., formerly known as EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent. Capitalized terms used but not defined in this Amendment No. 3 to Registration Statement on Form 8-A shall have the meanings ascribed to them in the Amended Form 8-A.

Item 1. Description of Registrant’s Securities to be Registered.

     On October 5, 2001, Viewpoint Corporation (formerly known as MetaCreations Corporation ) (the “Company”) and EquiServe Trust Company, N.A. as successor to Fleet National Bank (f/k/a BankBoston, N.A.) amended the Amended and Restated Rights Agreement to appoint EquiServe Trust Company, N.A. as rights agent.

     On May 2, 2007, the Board of Directors of the Company authorized the executive officers of the Company to enter into an amendment of the Amended and Restated Rights Agreement to exclude DG FastChannel, Inc. (“DGFC”) from the definition of “Acquiring Person” until such time as DGFC shall be the beneficial owner of 19.99% or more of the Common Stock of the Company. On May 17, 2007 the Company and the Rights Agent executed Amendment No. 3 to the Amended and Restated Rights Agreement.

     This summary description of Amendment No. 2 and Amendment No. 3 to the Amended and Restated Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 to the Amended and Restated Rights Agreement and Amendment No. 3 to the Amended and Restated Rights Agreement, which are attached hereto as Exhibits 4.1 and 4.2.

Item 2. Exhibits.

4.1	Amendment No. 2 to Amended and Restated Rights Agreement between Viewpoint Corporation (formerly known as MetaCreations Corporation) and EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent.
4.2	Amendment No. 3 to Amended and Restated Rights Agreement between Viewpoint Corporation (formerly known as MetaCreations Corporation) and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A. as successor to Fleet National Bank (f/k/a BankBoston, N.A.)), as Rights Agent.

SIGNATURE

     Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 18, 2007	VIEWPOINT CORPORATION
	By:	/s/ Andrew J. Graf
		Name: Andrew J. Graf
		Title: Secretary

.

EX-4.1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

1.	General Background. In accordance with Section 21 of the Amended and Restated Preferred Shares Rights Agreement between Fleet National Bank (f/k/a BankBoston, N.A.) (the “Rights Agent”) and Viewpoint Corporation (f/k/a MetaCreations Corporation) (“Viewpoint”) dated June 24, 1999 (the “Agreement”), the Rights Agent and Viewpoint, desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
2.	Effectiveness. This Amendment shall be effective as of October 5, 2001 (the “Amendment”) and all defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically revised by the Amendment.
3.	Revision. The section in the Agreement entitled “Change of Rights Agent” is hereby deleted in its entirety and replaced with the following:
	Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without

further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

4.

Except as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 5th day of October, 2001.

Viewpoint Corporation /s/ Brian O’Donoghue             By: Brian O’Donoghue Title: Vice President	Fleet National Bank /s/ Margaret Prentice             By: Margaret Prentice Title: Managing Director
	EquiServe Trust Company, N.A.
	/s/ Margaret Prentice             By: Margaret Prentice Title: Managing Director

EX-4.2

Exhibit 4.2

THIRD AMENDMENT TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT

     This Amendment, dated May 17, 2007 (the “Amendment”), is made and entered into by and between Viewpoint Corporation (formerly known as MetaCreations Corporation), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.), as Rights Agent (the “Rights Agent”).

     WHEREAS, the Company and the Rights Agent are parties to the Amended and Restated Rights Agreement, dated as of June 24, 1999, as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated November 28, 2000 (the “Agreement”); and

     WHEREAS, pursuant to Section 27 of the Agreement, the Company and the Rights Agent desire to amend the Agreement as set forth below.

     NOW, THEREFORE, in consideration of the premises and the mutual agreement herein set forth, the parties hereby agree as follows:

     Section 1. Amendments to Section 1. The definition of “Acquiring Person” is amended in its entirety to read as follows:

(a) “ACQUIRING PERSON” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall not include the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, (i) DG FastChannel, Inc. (together with its Associates and Affiliates, “DG”) shall not be deemed an Acquiring Person unless it becomes the Beneficial Owner of 19.99% or more of the Common Shares then outstanding, (ii) Computer Associates International, Inc. (together with its Associates and Affiliates, “CA”) shall not be deemed an Acquiring Person unless it becomes the Beneficial Owner of 17.5% or more of the Common Shares then outstanding and (iii) no Person (including CA and DG) shall be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more (or 19.99% or more in the case of DG or 17.5% or more in the case of CA) of the Common Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more (or 19.99% or more in the case of DG or 17.5% or more in the case of CA) of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), then such Person shall be deemed to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional Common Shares of the Company such Person does not beneficially own 15% or more (or 19.99% or more in the case of DG or 17.5% or more in the case of CA) of the Common Shares of the Company then outstanding. Notwithstanding the foregoing, (i) if the Company’s Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise cause such Person to be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), or (B) such Person was aware of the extent of the Common Shares it beneficially owned but had no actual knowledge of the consequences of such beneficial ownership under this Agreement) and without any intention of changing or influencing control of the Company, and if such Person divested or divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,” as defined

pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 15% or more of the Common Shares outstanding, such Person shall not be or become an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), unless and until such time as such Person shall become the Beneficial Owner of additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless, upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the Beneficial Owner of 15% or more of the Common Shares then outstanding.

     Section 2. Addition of Section 35. The following shall be added to the Agreement as Section 35:

     Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including, without limitation, acts of God, terrorist acts, interruptions or malfunction of computer facilities, loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

     Section 3. Effect of Amendment. Except as expressly modified herein the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first written.

VIEWPOINT CORPORATION

By: /s/ Andrew J. Graf            

Name: Andrew J. Graf

Title: Secretary, EVP and GC

COMPUTERSHARE TRUST COMPANY, N.A.

By: /s/ Dennis V. Moccia            

Name: Dennis V. Moccia

Title: Managing Director