-----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, AmSKGmNpUx1T0c2BesK+yt76ZDAKeuIYTuw6df7cvqmRZU4hmakJu/ctwTodAwpu r1W9z7dXOiK9WIc/RU5gmQ== 0000950123-01-501285.txt : 20010430 0000950123-01-501285.hdr.sgml : 20010430 ACCESSION NUMBER: 0000950123-01-501285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010419 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEWPOINT CORP/NY/ 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: 8-K SEC ACT: SEC FILE NUMBER: 000-27168 FILM NUMBER: 1612425 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 8055666200 MAIL ADDRESS: STREET 1: 6303 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 FORMER COMPANY: FORMER CONFORMED NAME: METACREATIONS CORP DATE OF NAME CHANGE: 19970529 8-K 1 y48383e8-k.txt VIEWPOINT CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 19, 2001 Viewpoint Corporation --------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-27168 95-4102687 --------- -------- ---------- (State or Other Juris- (Commission File (IRS Employer diction of diction of Incorporation) Number) Identification No.) 498 Seventh Avenue, 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) 2 Item 5. Other Events On April 19, 2001, the Company and Computer Associates International, Inc. entered into an agreement (the "Agreement") under which, among other things: - The Company agreed to waive transfer restrictions applicable to 1,000,000 unregistered shared (the "Shares") of the Company's common stock received by Computer Associates in accordance with the Exchange Agreement, dated as of August 10, 2000, between the Company and Computer Associates (a copy of which was included as Annex A to the Company's 2000 Proxy Statement) to enable Computer Associates to transfer the Shares to the third party; - The Company agreed to register the Shares under the Securities Act of 1933; - Computer Associates agreed to accept, in partial repayment of the promissory note (the "Promissory Note") issued by the Company on September 8, 2000 and due June 8, 2001 (a copy of which was attached to the Company's Form 8-K/A filed with the Commission on November 1, 2000) unregistered shares of Company common stock having a value of $4,000,000, calculated on the basis of the closing price of Company common stock on the NASDAQ Stock Market over the 10-day trading period ending on and including June 8, 2001; and - The Company agreed to pay to Computer Associates $100,000 on the date the Promissory Note is due in addition to the remaining amount due under the Promissory Note. A copy of the Agreement is annexed hereto as Exhibit 10.1. 3 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired: Not Applicable. (b) Pro Forma Financial Information: Not Applicable. (c) Exhibits: Exhibit Description 10.1 Letter Agreement, dated as of April 19, 2001, between Computer Associates International, Inc. and Viewpoint Corporation. 4 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 Date: April 27, 2001 By:/s/ Robert E. Rice --------------------------------- Name: Robert E. Rice Title: Chief Executive Officer 5 EXHIBIT INDEX The following exhibits are filed herewith. Exhibit Description 10.1 Letter Agreement, dated as of April 19, 2001, between Computer Associates International, Inc. and Viewpoint Corporation. EX-10.1 2 y48383ex10-1.txt LETTER AGREEMENT 1 Exhibit 10.1 VIEWPOINT CORPORATION 498 Seventh Avenue, Suite 1810 New York, N.Y. 10018 April 11, 2001 Computer Associates International, Inc. 1 Computer Associates Plaza Islandia, N.Y. 11788 Attn: Mr. Thomas Bennett Dear Mr. Bennett: The purpose of this letter is to set forth the agreement between Viewpoint Corporation, a Delaware corporation ("Viewpoint"), and Computer Associates International, Inc. ("Computer Associates") regarding, among other things, (a) the transfer of 1,000,000 shares of Viewpoint common stock (the "Shares") issued to Computer Associates in accordance with the Exchange Agreement, dated as of August 10, 2000, by and between Viewpoint and Computer Associates (the "Exchange Agreement") and (b) the repayment by Viewpoint of the promissory note (the "Promissory Note") issued by Viewpoint to Computer Associates in connection with the acquisition of Viewpoint Digital, Inc. and due on June 8, 2001. 1. Waiver of Transfer Restrictions. Viewpoint hereby waives the application of Section 8.4 of the Exchange Agreement to the sale by Computer Associates of the Shares to Perry Partners, L.P.. 2. Registration of the Shares. Viewpoint will file a registration statement on Form S-3 or such other appropriate form under which Viewpoint can register the Shares under the Securities Act of 1933. 3. Partial Repayment of the Promissory Note by Issuance of Viewpoint Common Stock. In partial repayment of the Promissory Note, Viewpoint will issue and Computer Associates will accept, unregistered shares of Viewpoint common stock having a value of $4,000,000, calculated on the basis of the closing price of Viewpoint common stock on the NASDAQ Stock Market over the 10-day trading period ending on and including June 8, 2001. 4. Remaining Amount due under the Promissory Note. Viewpoint will pay the remaining amount due under the Promissory Note in cash, provided, however, that 2 Viewpoint and Computer Associates may later agree that Viewpoint will issue to Computer Associates additional shares of Viewpoint common stock in satisfaction of the obligation to pay cash if, and to the extent that, Computer Associates transfers additional shares of Viewpoint common stock it currently holds before June 8, 2001. 5. Additional Cash Payment. In addition to the amount due under the Promissory Note, Viewpoint shall pay $100,000 to Computer Associates on the date the Promissory Note is due. 6. Registration Rights Agreement and Transfer Restrictions Viewpoint and Computer Associates will enter into an amendment to the Registration Rights Agreement, dated as of August 10, 2000, between Viewpoint and Computer Associates to provide for the registration of the shares issued in repayment of the Promissory Note on the same terms and conditions as the shares subject to the Registration Rights Agreement. The shares issued to Computer Associates in connection with this Agreement will subject to the transfer restrictions set forth in Section 8.4 of the Exchange Agreement. If you are in agreement with the foregoing, please so indicate by signing two copies of this letter in the space set forth below and returning one of such signed copies to the undersigned. Very truly yours, VIEWPOINT CORPORATION By: /s/ Robert E. Rice --------------------------------- Name: Robert E. Rice Title: Chief Executive Officer Accepted and agreed to as of the 19th day of April, 2001 COMPUTER ASSOCIATES INTERNATIONAL, INC. By: /s/ Thomas Bennett ------------------------------- Name: Thomas Bennett Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----