8-A12G/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 4)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ENLIVEN MARKETING TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE	0-27168	95-4102687
(State of incorporation	(Commission	(IRS Employers
or organization)	File Number)	Identification No.)

205 West 39th Street, 16th Floor, New York, NY	10018
(Address of principal executive offices)	(Zip Code)

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. o	If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box.o
Securities to be registered pursuant to Section 12(b) of the Act:

NONE
(Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class to be so Registered:	Name of Each Exchange on Which Each Class is to be Registered:
PREFERRED SHARE PURCHASE RIGHTS	NASDAQ Capital Market

      The undersigned registrant hereby amends Item 1 of its Registration on Form 8-A/A, filed on October 29, 1999, as amended on December 5, 2000 and May 18, 2007 (as so amended, the “Form 8-A”), by adding the information set forth below. The registrant also amends Item 2 of the Form 8-A by adding the Fourth Amendment (as defined below) as Exhibit 5.

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

Fourth Amendment to the Rights Agreement

      On May 7, 2008, DG FastChannel, Inc., a Delaware corporation (“Parent”), DG Acquisition Corp. VI.,a Delaware corporation (“Sub”) and a wholly-owned subsidiary of Parent, and Enliven Marketing Technologies Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of May 7, 2008 (the “Merger Agreement”), providing, among other things, for the merger of Sub with and into the Company, whereupon the Company will become a wholly-owned subsidiary of Parent (the “Merger”).

      On May 7, 2008, immediately prior to the execution of the Merger Agreement, the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.)), as Rights Agent (the “Rights Agent”), entered into the Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Rights Agreement between the Company and the Rights Agent (the “Rights Agreement”) dated as of June 24, 1999 and amended as of November 28, 2000, October 5, 2001 and May 18, 2007. The Fourth Amendment provides, among other things, that (a) neither Parent, Merger Sub nor any subsidiary of Parent shall be deemed to be a “Beneficial Owner” of, or to “beneficially own” (as such terms are defined in the Rights Agreement), any common stock of the Company solely by virtue of the approval, execution or delivery of the Merger Agreement, and no “Shares Acquisition Date” or “Distribution Date” or “Triggering Event” (as such terms are defined in the Rights Agreement) will occur as a result of the execution of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger, and (b) the Rights Agreement will terminate and the Company Rights (as such term is defined in the Rights Agreement) will expire immediately prior to the effective time of the Merger and (c) the “Final Expiration Date” (as such term is defined in the Rights Agreement) will be extended until November 7, 2008, or such other date as shall be the “Outside Date” under the Merger Agreement.

      A copy of the Fourth Amendment is available free of charge from the Company. This summary description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment which is attached hereto as Exhibit 5 and is incorporated herein by reference.

Item 2. Exhibits

      The undersigned registrant hereby amends Item 2 to the Form 8-A by restating Item 2, to read as follows:

Exhibit No.	Description
1.	Amended and Restated Rights Agreement dated as of June 24, 1999 between the Company and BankBoston, N.A., as Rights Agent, including a form of Certificate of Designations, Rights Certificate and Summary of Rights, attached thereto as Exhibits A, B and C respectively (previously filed as Exhibit 4 to the Company’s Registration Statement on Form 8-A/A dated October 29, 1999, which exhibit is hereby incorporated by reference).
2.	Amendment No. 1 to the Amended and Restated Rights Agreement dated as of November 28, 2000 between the Company and BankBoston, N.A., as Rights Agent (previously filed as Exhibit 5 to the Company’s Registration Statement on Form 8-A12G/A dated December 5, 2000, which exhibit is hereby incorporated by reference).
3.	Amendment No. 2 to the Amended and Restated Rights Agreement dated as of October 5, 2001 between the Company and Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12G/A dated May 18, 2007, which exhibit is hereby incorporated by reference).
4.	Amendment No. 3 to the Amended and Restated Rights Agreement dated as of May 17, 2007 between the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.)), as Rights Agent (previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form 8-A12G/A dated May 18, 2007, which exhibit is hereby incorporated by reference).
5.	Amendment No. 4 to the Amended and Restated Rights Agreement dated as of May 7, 2008 between the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.)), as Rights Agent (filed herewith).

SIGNATURES

            Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behaf by the undersigned hereunto duly authorized.

	ENLIVEN MARKETING TECHNOLOGIES
	CORPORATION
Date: May 12, 2008	Name: /s/ Andrew J. Graf
	By: Andrew J. Graf
	Title: Secretary

EXHIBIT INDEX

Exhibit No.	Description
1.	Amended and Restated Rights Agreement dated as of June 24, 1999 between the Company and BankBoston, N.A., as Rights Agent, including a form of Certificate of Designations, Rights Certificate and Summary of Rights, attached thereto as Exhibits A, B and C respectively (previously filed as Exhibit 4 to the Company’s Registration Statement on Form 8-A/A dated October 29, 1999, which exhibit is hereby incorporated by reference).
2.	Amendment No. 1 to the Amended and Restated Rights Agreement dated as of November 28, 2000 between the Company and BankBoston, N.A., as Rights Agent (previously filed as Exhibit 5 to the Company’s Registration Statement on Form 8-A12G/A dated December 5, 2000, which exhibit is hereby incorporated by reference).
3.	Amendment No. 2 to the Amended and Restated Rights Agreement dated as of October 5, 2001 between the Company and Fleet National Bank (f/k/a BankBoston, N.A.), as Rights Agent (previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12G/A dated May 18, 2007, which exhibit is hereby incorporated by reference).
4.	Amendment No. 3 to the Amended and Restated Rights Agreement dated as of May 17, 2007 between the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston, N.A.)), as Rights Agent (previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form 8-A12G/A dated May 18, 2007, which exhibit is hereby incorporated by reference).
5.	Amendment No. 4 to the Amended and Restated Rights Agreement dated as of May 7, 2008 between the Company and Computershare Trust Company, N.A. (f/k/a EquiServe Trust Company, N.A., as successor to Fleet National Bank (f/k/a BankBoston N.A.)), as Rights Agent (filed herewith).

EX-5

Exhibit 5

FOURTH AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT

     This Amendment, dated May 7, 2008 (the “Amendment”), is made and entered into by and between Enliven Marketing Technologies Corporation (formerly known as Viewpoint Corporation, which was 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 Preferred Shares Rights Agreement dated as of June 24, 1999, as amended by the First Amendment to the Amended Rights Agreement dated as of November 28, 2000, the Amendment to Rights Agreement dated as of October 5, 2001 and the Third Amendment to the Amended and Restated Rights Agreement dated as of May 17, 2007 (as so amended, the “Rights Agreement”); and

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

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

     Section 1. Amendments to Section 1.

     (a)The definitions of “Beneficial Owner” and “beneficially own” in Section 1(d) of the Rights Agreement are hereby amended by adding the following at the end thereof:

“Notwithstanding anything contained in this Agreement to the contrary, neither DG, Merger Sub, any Parent Subsidiary nor any of their respective Affiliates shall be deemed to be the Beneficial Owner of, or to beneficially own, any Common Shares solely by virtue of the approval, execution or delivery of the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger.”.

     (b)The definition of “Distribution Date” in Section 1(l) of the Rights Agreement is hereby amended by adding the following at the end thereof:

“Notwithstanding anything contained in this Agreement to the contrary, no Distribution Date shall be deemed have occurred solely as a result of the approval, execution or delivery of the Merger Agreement or the transactions contemplated thereby, including the Merger.”.

     (c)The definition of “Expiration Date” in Section 1(q) of the Rights Agreement is hereby amended in its entirety to read as follows:

     “(q) “Expiration Date” shall mean the earliest to occur of: (i) the Close of Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time at which the Board of Directors orders the exchange of the Rights as provided in Section 24 hereof or (iv) immediately prior to the Effective Time of the Merger.”.

     (d)The definition of “Final Expiration Date” in Section 1(r) of the Rights Agreement is hereby amended in its entirety and to read as follows:

     “(r) “Final Expiration Date” shall mean the Outside Date.”.

     (e)The definition of “Shares Acquisition Date” in Section 1(hh) of the Rights Agreement is hereby amended by adding the following at the end thereof:

“Notwithstanding anything contained in this Agreement to the contrary, no Shares Acquisition Date shall be deemed have occurred solely as a result of the approval, execution or delivery of the Merger Agreement or the transactions contemplated thereby, including the Merger.”.

     (f)The definition of “Triggering Event” in Section 1(oo) of the Rights Agreement is hereby amended by adding the following at the end thereof:

“Notwithstanding anything contained in this Agreement to the contrary, no Triggering Event shall be deemed have occurred solely as a result of the approval, execution or delivery of the Merger Agreement or the transactions contemplated thereby, including the Merger.”.

     (g)The following definitions are hereby added to the end of Section 1 of the Rights Agreement to read as follows:

“(pp)	“Effective Time” shall have the meaning ascribed to such term in the Merger Agreement.
(qq)	“Merger” shall mean the merger of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Delaware upon the terms and subject to the conditions set forth in the Merger Agreement.
(rr)	“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of May 7, 2008, by and among DG, Merger Sub and the Company, as the same shall be amended from time to time in accordance with the Merger Agreement.

(ss)“Merger Sub” shall have the meaning ascribed to such term in the Merger Agreement.
(tt)“Outside Date” shall have the meaning ascribed to such term in the Merger Agreement.
(uu)“Parent Subsidiary” shall have the meaning ascribed to such term in the Merger Agreement.”
	Section 2. Amendment to Section 11(a)(ii).
	Section 11(a)(ii) of the Rights Agreement is hereby amended by adding to the end thereof the following:
“Notwithstanding anything contained in this Section 11(a)(ii) to the contrary, the approval, execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, shall be excluded and exempt from the operation of and will not trigger the provisions of this Section 11(a)(ii).”.
	Section 3. Amendment to Section 13.
	Section 13 of the Rights Agreement is hereby amended by adding to the end thereof the following:
“Notwithstanding anything contained in this Section 13 to the contrary, the approval, execution, and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, shall be excluded and exempt from the operation of and will not trigger the provisions of this Section 13.”.
	Section 4. New Section 36.
	The following is added as a new Section 36 to the Rights Agreement:
	“Section 36. The Merger, etc.
Notwithstanding anything contained in this Agreement to the contrary, neither (a) the approval, execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, shall cause (i) DG or Merger Sub or any of their respective Affiliates or Associates to be an Acquiring Person, (ii) a Shares Acquisition Date to occur, (iii) a Distribution Date to occur or (iv) a Triggering Event to occur.”.
	Section 5. Notice. The Company agrees to promptly notify the Rights Agent after the occurrence of the Outside Date.

               Section 6. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

               Section 7. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

               Section 8. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

               Section 9. Effect of Amendment. Except as expressly modified herein, the Rights 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 above written.

ENLIVEN MARKETING TECHNOLOGIES 

CORPORATION 

By: /s/ Christopher C. Duignan 

     Name: Christopher C. Duignan 

     Title: Chief Financial Officer 

COMPUTERSHARE TRUST COMPANY, N.A. 

By: /s/ Darlene Diopato 

     Name: Darlene Diopato 

     Title: Managing Director