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)

June 10, 2005

VIEWPOINT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27168	95-4102687
(state or other juris- diction of incorporation)	(Commission File Number)	(I.R.S. Employer (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 (see 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 1.02 Termination of a Material Definitive Arrangement.

On June 10, 2005, Viewpoint Corporation (the “Company”) issued a press release entitled “Viewpoint Hires Vice President and General Counsel”. The text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Effective June 6, 2005, Brian J. O’Donoghue resigned as General Counsel of the Company and effective June 15, 2005, Mr. O’Donoghue will resign as Senior Vice President of Corporate Development of the Company. Mr. O’Donoghue’s resignation on June 15, 2005 will result in termination of the employment agreement and termination protection agreement between Mr. O’Donoghue and the Company.

The Company entered into an employment agreement with Mr. O’Donoghue in April 2000 under which Mr. O’Donoghue agreed to serve as General Counsel of the Company and the Company agreed to pay to Mr. O’Donoghue a base salary of $150,000 per year and to grant to Mr. O’Donoghue an option to acquire 200,000 shares of the Company’s common stock. The agreement further provided that if Mr. O’Donoghue’s employment was terminated by the Company without cause (as defined) or if terminated by Mr. O’Donoghue for good reason (as defined), Mr. O’Donoghue would receive an amount equal to his base salary and the unvested portion of all stock options held by Mr. O’Donoghue would immediately vest and become exercisable. In 2003, the Company entered into a termination protection agreement with Mr. O’Donoghue which provided that Mr. O’Donoghue would be entitled to receive a payment equal to three times his base salary and all outstanding options issued to Mr. O’Donoghue would vest and become exercisable in the event that Mr. O’Donoghue’s employment was terminated under certain circumstances following a change in control of the Company.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following exhibit is filed herewith:

Exhibit 99.1 Press Release of Viewpoint Corporation, dated June 10, 2005, entitled “Viewpoint Hires Vice President and General Counsel”

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/ Jerry S. Amato
Jerry S. Amato
President and Chief Executive Officer

Dated: June 10, 2005

EX-99

Exhibit 99.1

Contact: Members of the Press:
Schwartz Communications
Dawn Sullivan
781-684-0770
viewpoint@schwartz-pr.com or Investor Relations:
Financial Dynamics
Julie Prozeller
212-850-5600
jprozeller@fd-us.com

VIEWPOINT HIRES VICE PRESIDENT AND GENERAL COUNSEL

O’Donoghue Resigns to Join Investment Fund

New York, NY – June 10, 2005 – Viewpoint announced today that Brian O’Donoghue, Senior Vice President of Corporate Development and General Counsel, has resigned his position at Viewpoint to join Arklow Partners, L.P., a New York investment fund, as Managing Partner.

“Brian has been a critical component in the turnaround at Viewpoint that commenced in the third quarter of 2003,” said Jay Amato, chief executive officer of Viewpoint.  “We’re grateful to Brian for his many contributions over the years and wish him the best of good fortune at Arklow.”

Viewpoint hired Andrew J. Graf, to serve as General Counsel going forward.  Mr. Graf is a 1999 graduate of Cardozo Law School and has been an associate at the law firm of Milbank, Tweed, Hadley, & McCloy LLP, Viewpoint’s outside law firm.  At Milbank, Mr. Graf focused on corporate and securities law and commercial transactions. 

“I’ve worked with Andy at Milbank and know that he will be a great asset as Viewpoint continues its growth going forward,” remarked O’Donoghue.

Viewpoint granted a total of 200,000 options to purchase its common stock to Mr. Graf at an exercise price of $1.57, the price of Viewpoint’s stock on the date of grant. This grant was approved by Viewpoint’s Board of Directors and met the “employee inducement” exception to NASDAQ’s rules adopted in 2003 requiring shareholder approval of equity-based incentive plans. The options have been classified as non-qualified stock options, have an exercise price equal to the fair market value on the grant date, have a ten-year term, and vest over 36 months, subject to continued employment and other conditions.

ABOUT VIEWPOINT

The Viewpoint Platform is the technology behind some of the most innovative, visual experiences on the Web and on the desktop with leading clients such as America Online, General Electric, General Motors, Hewlett Packard, IBM, Lexus, Microsoft, Samsung, Scion, Sony and Toyota. The Unicast Online Advertising Suite — the Company’s next-generation ad deployment and management system — and the Viewpoint Toolbar — the Vision for the Future of Search — are the latest breakthrough technologies using the full power of the Viewpoint Platform. More information on Viewpoint can be found at www.viewpoint.com.

The company has 130 employees at its headquarters in New York City and its office in Los Angeles in addition to other sales locations throughout the United States.

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 assurances that Viewpoint will experience growth going forward.

Viewpoint and Unicast are trademarks of Viewpoint Corporation. Copyright 2005 Viewpoint Corporation. All rights reserved.