8-K

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)

August 9, 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):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On August 9, 2007, Viewpoint Corporation (the “Company”) issued a press release regarding its results of operations for its fiscal second quarter ended June 30, 2007. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K under this caption and Exhibit 99.1 are being furnished under Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any other filing with the Securities and Exchange Commission except as is expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits.

(c) Exhibits

99.1 Press Release Issued by Viewpoint Corporation on August 9, 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

Chief Financial Officer

Dated: August 9, 2007

EX-99.1

Exhibit 99.1

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

Viewpoint Corporation Announces Second Quarter Financial Results

New York, NY – August 9, 2007 – Viewpoint Corporation (NASDAQ: VWPT), a leading internet marketing technology company, today announced financial results for the second quarter ended June 30, 2007.

Viewpoint reported total revenue of $3.8 million for the second quarter of 2007, a 16 percent increase as compared to $3.3 million in the first of quarter 2007 and a 33 percent decrease as compared to $5.7 million in the second quarter of 2006. Gross profit was $2.4 million for the second quarter of 2007, an increase of 2 percent as compared to the $2.3 million for the first quarter of 2007 and a decrease of 15 percent from $2.8 million for the second quarter of 2006.

Patrick Vogt, President and Chief Executive Officer, commented, “We made progress during the quarter by continuing to execute on our strategy to meet the escalating demand for Premium Rich Media from marketers, agencies and publishers. We are laying the groundwork for sustainable long-term profitability through our strategic DG Fastchannel partnership and our recent enterprise customer wins.” Mr. Vogt continued, “Moving forward we will continue to focus on creating the most flexible rich media and video ad platform in the industry. With the successful build out of our capabilities, we are now in a position where we can really take advantage of the tremendous opportunities in the market. We continue to refine our business – creating additional capabilities that complement our offerings in order to accelerate our growth. As a result, we expect improvement in both revenue and operating performance in 2007 compared to 2006.”

Operating loss for the second quarter of 2007 was $2.6 million as compared to an operating loss of $2.0 million in the first quarter of 2007 and an operating loss of $2.1 million for the second quarter of 2006. Net loss for the second quarter of 2007 was $5.2 million or $(0.07) per share compared to a net loss of $2.0 million, or $(0.03) per share in the first quarter 2007 and a net loss of $2.8 million or $(0.04) per share, in the second quarter 2006. Adjusted operating income (“AOI”), as defined below, was $(1.5) million for the second quarter, as compared to $(1.3) million in the first quarter of 2007, and $(1.4) million for the second quarter of 2006

For the six months ended June 30, 2007, the Company reported revenue of $7.2 million, compared with $9.7 million for the same period in 2006. For the six months ended June 30, 2007, gross profit decreased 7 percent to $4.7 million in 2007 from $5.1 million in 2006. Viewpoint’s operating expenses for the six-month period ended June 30, 2007 were $9.3 million compared with $10.3 million for the six-month period ended June 30, 2006, a decrease of 10 percent.

The Company’s net loss for the six months ended June 30, 2007 of $7.2 million, or $(0.10) per share, was based on a loss from operations of $4.6 million, which included charges of $1.0 million for stock based compensation and $0.7 million for depreciation and amortization. This compares to a net loss for the six months ended June 30, 2006 of $6.8 million, or $(0.10) per share, based on a loss from operations of $5.2 million, which included charges of $1.2 million for

stock based compensation and $0.6 million for depreciation and amortization. AOI for the first six months ended June 30, 2007 was $(2.9) million, a $0.5 million operating performance improvement, compared to $(3.4) million for the first six months ended June 30, 2006.

Viewpoint’s cash, cash equivalents, and marketable securities as of June 30, 2007 were $5.7 million. This can be compared with cash, cash equivalents, and marketable securities of $2.8 million as of March 31, 2007.

FINANCIAL INFORMATION

Management prepares and is responsible for the Company’s consolidated financial statements which are prepared in accordance with accounting principles generally accepted in the United States. The financial information contained in this press release, which is unaudited, is subject to revision and should not be considered final until the Company files its Quarterly Report on Form 10-Q, which is scheduled to occur on or before August 9, 2007. At the present time, the Company has no reason to believe that there will be changes to the financial information contained herein.

FINANCIAL MEASURES

In addition to the results presented above in accordance with generally accepted accounting principles, or GAAP, the Company presents financial measures that are non-GAAP measures, specifically adjusted operating income. The Company believes that this non-GAAP measure, viewed in addition to and not in lieu of the Company’s reported GAAP results, provides useful information to investors regarding its performance and overall results of operations. These metrics are an integral part of the Company’s internal reporting to measure the performance of the Company and the overall effectiveness of senior management. Reconciliations to comparable GAAP measures are available in the accompanying schedules and on the Company’s website. The financial measures presented are consistent with the Company’s historical financial reporting practices. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies, and are not identical to corresponding measures used in our various agreements or public filings.

CONFERENCE CALL

The Company will host a conference call on August 9, 2007 at 9:00 A.M. (Eastern Time) to discuss second quarter 2007 financial results.

The conference call will be available via the Internet in the Investor Relations section of Viewpoint’s Web site at http://www.viewpoint.com, as well as through Thomson/CCBN at www.earnings.com. If you are not able to access the live Web cast, dial in information is as follows:

Toll-Free Telephone Number:	(800) 603-7883
International Telephone Number:	(706) 643-1946
Pass code:	11784828

Participants should call at least 10 minutes prior to the start of the call.

A complete replay of the conference call will be available approximately one hour after the completion of the call by dialing (800) 642-1687 through Thursday, August 16, 2007. Callers should enter the pass code above to access the recording.

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 100 employees principally at its headquarters in New York City, with additional offices in Los Angeles, CA and in Austin, TX.

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, as well as, the lack of assurance that Viewpoint will achieve long-term profitability.

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

VIEWPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	June 30,						March 31,
		2007			2006			2007
Revenue:
Advertising systems	$	1,426		$	3,013		$	1,110
Search		1,726			1,573			1,485
Services		680			1,091			719
Licenses		5			32			6
Total revenue		3,837			5,709			3,320
Cost of revenue:
Advertising systems		913			2,199			452
Search		28			38			43
Services		509			648			481
Licenses		-			2			-
Total cost of revenue		1,450			2,887			976
Gross profit		2,387			2,822			2,344
Operating expenses:
Sales and marketing		1,322			1,449			1,195
Research and development		804			1,068			810
General and administrative		2,507			2,226			2,078
Depreciation		113			107			115
Amortization of intangible assets		230			111			128
Total operating expenses		4,976			4,961			4,326
Loss from operations		(2,589	)		(2,139	)		(1,982	)
Other income (expense)
Interest and other income, net		61			90			51
Interest expense		(200	)		(209	)		(204	)
Changes in fair values of warrants to purchase common stock		(2,418	)		(544	)		157
Total other income (expense)		(2,557	)		(663	)		4
Loss before provision for income taxes		(5,146	)		(2,802	)		(1,978	)
Provision for income taxes		16			19			12
Net loss	$	(5,162	)	$	(2,821	)	$	(1,990	)
Basic and diluted net loss per common share:
Net loss per common share	$	(0.07	)	$	(0.04	)	$	(0.03	)
Weighted average number of shares outstanding-basic and diluted		76,577			66,505			67,670

VIEWPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

	Six Months Ended
	June 30,
		2007			2006
Revenue:
Advertising Systems	$	2,536		$	4,608
Search		3,211			3,362
Services		1,399			1,644
Licenses		11			78
Total revenue		7,157			9,692
Cost of revenue:
Advertising systems		1,365			3,239
Search		71			74
Services		990			1,311
Licenses		-			8
Total cost of revenue		2,426			4,632
Gross profit		4,731			5,060
Operating expenses:
Sales and marketing		2,517			3,027
Research and development		1,614			2,156
General and administrative		4,585			4,585
Depreciation		228			224
Amortization of intangible assets		358			221
Restructuring charges		-			92
Total operating expenses		9,302			10,305
Loss from operations		(4,571	)		(5,245	)
Other income (expense):
Interest and other income, net		112			169
Interest expense		(404	)		(496	)
Changes in fair values of warrants to purchase common stock		(2,261	)		(1,172	)
Total other income (expense)		(2,553	)		(1,499	)
Loss before provision for income taxes		(7,124	)		(6,744	)
Provision for income taxes		28			26
Net loss	$	(7,152	)	$	(6,770	)
Basic and diluted net loss per common share:
Net loss per common share	$	(0.10	)	$	(0.10	)
Weighted average number of shares outstanding-basic and diluted		72,148			65,689

VIEWPOINT CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(Unaudited)

		June 30, 2007			December 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	5,401		$	4,154
Marketable securities		312			113
Accounts receivable, net		3,353			3,037
Prepaid expenses and other current assets		593			543
Total current assets		9,659			7,847
Restricted cash		194			190
Property and equipment, net		916			1,023
Goodwill		15,103			14,882
Intangible assets, net		4,086			3,689
Other assets		59			56
Total assets	$	30,017		$	27,687
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,853		$	1,660
Accrued expenses		442			401
Deferred revenue		101			70
Current portion of notes payable		488			389
Accrued incentive compensation		545			545
Current liabilities related to discontinued operations		231			231
Total current liabilities		3,660			3,296
Accrued expenses - Deferred Rent		183			232
Warrants to purchase common stock		4,131			467
Subordinate notes		2,446			2,456
Unicast notes		1,459			1,541
Stockholders’ equity
Preferred stock		-			-
Common stock		83			68
Paid-in capital		311,798			306,214
Treasury stock		(1,015	)		(1,015	)
Accumulated other comprehensive loss		10			14
Accumulated deficit		(292,738	)		(285,586	)
Total stockholders’ equity		18,138			19,695
Total liabilities and stockholders’ equity	$	30,017		$	27,687

VIEWPOINT CORPORATION
RECONCILIATION OF INCOME (LOSS) FROM OPERATIONS TO ADJUSTED OPERATING INCOME
(LOSS)
(in thousands, except per share amounts)
(Unaudited)

	June 30,							March 31,		June 30,
		2007			2006			2007			2007			2006
Loss from Operations	$	(2,589	)	$	(2,139	)	$	(1,982	)	$	(4,571	)	$	(5,245	)
Plus (Less):
Stock based Compensation:
COS-Ad Systems		4			2			4			8			5
COS – Services		9			46			7			16			101
Sales and marketing		91			119			86			177			291
Research and development		26			85			28			54			194
General and administrative		513			243			213			726			572
Depreciation:		140			133			141			281			278
Amortization:		258			139			156			414			277
Restructuring charges		-			-			-			-			92
Adjusted Operating Income (loss)	$	(1,548	)	$	(1,372	)	$	(1,347	)	$	(2,895	)	$	(3,435	)