8-A12G/A 1 y43208e8-a12ga.txt AMENDMENT NO. 2 TO 8-A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) 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 (IRS Employer or Organization) Identification No.) 498 Seventh Avenue, New York, New York 10018 (Address of principal executive offices) (Zip Code)
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), please 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), please 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(b) of the Act:
Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered None None
Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights (Title of Class) 2 The undersigned registrant hereby amends its Registration on Form 8-A, as amended, by adding the information set forth below. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On June 29, 2000, the Board of Directors of Viewpoint Corporation (formerly known as MetaCreations Corporation) (the "Company") authorized the amendment of its Amended and Restated Rights Agreement, dated as of June 24, 1999, resulting in Amendment No. 1 to Amended and Restated Rights Agreement (the "Amendment"), between the Company and BankBoston, N.A., as Rights Agent ("Rights Agent"). The Company has amended the rights plan to exclude Computer Associates International, Inc. ("Computer Associates") from the definition of "Acquiring Person" until such time as Computer Associates shall be the beneficial of 17.5% or more of the Common Stock of the Company. This summary description of Amendment No. 1 to Amended and Restated Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to the Amended and Restated Rights Agreement which is attached hereto as Exhibit 5. ITEM 2. EXHIBITS (5) Amendment No. 1 to Amended and Restated Rights Agreement, dated as of June 24, 1999 between MetaCreations Corporation and BankBoston, N.A., as Rights Agent. 3 3 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 behalf by the undersigned hereunto duly authorized. VIEWPOINT CORPORATION Date: December 1, 2000 By: /s/ Robert E. Rice ------------------------------ Name: Robert E. Rice Title: Chief Executive Officer 4 4 EXHIBIT INDEX Exhibit (5) Amendment No. 1 to Amended and Restated Rights Agreement, dated as of June 24, 1999 between MetaCreations Corporation and BankBoston, N.A., as Rights Agent.