-----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, M0IVsMD8kaZ59+8MO9dJ4nFbbcRJ6R266eYuCzoHA4y1WWbtAYnPLqaPfgDYgdyF O+T226eLbV8IhyavTTFljg== 0000950117-06-002272.txt : 20061016 0000950117-06-002272.hdr.sgml : 20061016 20060515172601 ACCESSION NUMBER: 0000950117-06-002272 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060515 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: CORRESP 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 CORRESP 1 filename1.htm

VIEWPOINT CORPORATION

498 Seventh Avenue

New York, N.Y. 10018

 

 

 

May 15, 2006

 

 

CONFIDENTIAL TREATMENT REQUESTED

 

VIA EDGAR AND FACSIMILE

 

Hugh Fuller

Division of Corporation Finance

U. S. Securities and Exchange Commission

Washington, DC 20549

 

 

Re:

Viewpoint Corporation
Registration Statement on Form S-3
File No. 333-131859                                

 

 

Dear Mr. Fuller:

This letter responds to the comments of the Staff of the Securities and Exchange Commission with respect to the above-referenced filing provided in the letter dated February 23, 2006 (the “Comment Letter”). The following response to the Staff’s comments was provided by Viewpoint and is keyed to the comments in the Comment Letter. For your convenience, we have set forth the text of your comments above our response below.

We have filed Amendment No. 1 to the Registration Statement on May 15, 2006 to reflect revisions based in part on your comments and have enclosed herewith a copy of Amendment No. 1 to the Registration Statement highlighted to reflect changes to the Registration Statement as filed on February 14, 2006.

Form S-3

1.

Please update to provide the audited financial statements for the year ended December 31, 2006, together with updated textual disclosure. Please see Rule 3.12 of Regulation S-X in this regard.

R:

We filed with the SEC on March 20, 2006 our Form 10-K for the year ended December 31, 2005, which included audited financial statements. We also filed our definitive proxy statement on May 5, 2006 and our Form 10-Q for the quarter ended March 31, 2006 on May 10, 2006. On May 15, 2006, we filed with the SEC Amendment No. 1 to Registration Statement which included updated textual disclosure and incorporated these recent filings by reference. The financial

 


Mr. Hugh Fuller

May 15, 2006

Page 2

 

 

statements as filed with the SEC are now current as required by Rule 3.12 of Regulation S-X.

If you have any questions or comments relating to the foregoing, please do not hesitate to contact me at 212.201.0860.

Very truly yours,

 

/s/ Andrew J. Graf

Andrew J. Graf

Executive Vice President and General Counsel

cc:

Patrick Vogt
Viewpoint Corporation

 

 

 

 

 

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