-----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, AyY0qdQ6FZDYFLY2P/Ly1uurHtN6Ggxo7ov/5yoytgNzXpqMtw/vBRU2NJIxCGxA HlaEYDlq7GxUQ4yW6u8O2A== 0000950123-01-502585.txt : 20010516 0000950123-01-502585.hdr.sgml : 20010516 ACCESSION NUMBER: 0000950123-01-502585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010510 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010515 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: 1639467 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 y49353e8-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) May 10, 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 Registrant entered into an agreement with Computer Associates regarding, among other things, the waiver of transfer restrictions applicable to shares received by Computer Associates under 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) (the "Exchange Agreement") to enable Computer Associates to sell 1,000,000 shares of Viewpoint common stock to a third party in a private transaction. The Company agreed to register the 1,000,000 shares under the Securities Act of 1933. A copy of the April 19, 2001 agreement is annexed as Exhibit 10.1 to the Registrant's Form 8-K filed with the Commission on April 27, 2001. Under the agreement entered into on April 19, 2001, Computer Associates agreed to accept newly-issued shares of Viewpoint common stock in partial repayment of a promissory note issued by the Registrant in connection with its acquisition of all of the outstanding capital stock of Viewpoint Digital Inc. and due June 8, 2001. On May 9, 2001, the Company and Computer Associates International, Inc. entered into a subsequent agreement (the "Agreement") under which, among other things: - - The Company agreed to waive transfer restrictions applicable to an additional 2,400,000 unregistered shares (the "Shares") of the Company's common stock received by Computer Associates in accordance with the Exchange Agreement to enable Computer Associates to transfer the Shares to third parties in private transactions; - - The Company agreed to register the Shares under the Securities Act of 1933; and - - Computer Associates agreed to accept, at the Company's election, either cash or newly-issued, unregistered shares of Viewpoint common stock in repayment of (a) any additional amounts due under the promissory note due June 8, 2001, (b) any amounts due under the agreement entered into on April 19, 2001, and, (c) to the extent Computer Associates realizes proceeds from the sale of the Shares as well as the shares sold by Computer Associates under the agreement entered into on April 19, 2001 in excess of the amounts due under clauses (a) and (b), in repayment of the promissory note due April 30, 2002. The Company estimates that the agreements entered into on April 19, 2001 and May 10, 2001 with Computer Associates will enable the Company to fully satisfy its obligations through the issuance of Company common stock to Computer Associates and believes that the ability to do so provides the Company with added flexibility in preserving its cash position in a challenging financing environment. 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: May 15, 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 May 9, 2001, between Computer Associates International, Inc. and Viewpoint Corporation.
EX-10.1 2 y49353ex10-1.txt EX-10.1 LETTER TO THOMAS BENNETT 1 Exhibit 10.1 VIEWPOINT CORPORATION 498 Seventh Avenue, Suite 1810 New York, N.Y. 10018 May 8, 2001 Computer Associates International, Inc. 1 Computer Associates Plaza Islandia, N.Y. 11788 Attn: Mr. Thomas Bennett Dear Mr. Bennett: Reference is hereby made to the agreement (the "April 19th Agreement"), entered into on April 19, 2001, between Viewpoint Corporation, a Delaware corporation ("Viewpoint"), and Computer Associates International, Inc., a Delaware corporation ("Computer Associates"), pursuant to which, among other things, Computer Associates transferred shares of Viewpoint common stock which had been 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 agreed to accept newly-issued shares of common stock in partial repayment of the promissory note issued by Viewpoint to Computer Associates in connection with the acquisition of Viewpoint Digital, Inc. ("Viewpoint Digital") and due June 8, 2001 (the "June 8th Promissory Note"). The purpose of this letter is to set forth the agreement between Viewpoint and Computer Associates regarding, among other things, (a) the transfer of certain additional shares of Viewpoint common stock issued to Computer Associates under the Exchange Agreement and (b) the repayment by Viewpoint of the (i) additional amounts due under June 8 Promissory Note, (ii) $100,000 payable by Viewpoint under the April 19 Agreement, and (iii) amount due by Viewpoint under the promissory note (the "April 30th Promissory Note") issued by Viewpoint to Computer Associates in connection with the acquisition of Viewpoint Digital and due April 30, 2002. 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 up to 2,400,000 shares of Viewpoint common stock to third parties (the "Shares"). 2. Registration of the Shares. Viewpoint will use its best efforts to register the Shares under the Securities Act of 1933. 2 3. Repayment by Viewpoint of Amounts Due Computer Associates Under the June 8th Promissory Note and the April 19th Agreement. Computer Associates will accept, at Viewpoint's election, either cash or unregistered shares of Viewpoint common stock at an issue price of $4.00 per share in repayment of the (a) amount in excess of $4,000,000 due by Viewpoint under the June 8th Promissory Note and (b) $100,000 due by Viewpoint to Computer Associates under Paragraph 5 of the April 19th Agreement. 4. Repayment by Viewpoint of the April 30th Note. To the extent the proceeds received by Computer Associates from the sale of the Shares exceeds the sum of (a) the amount due by Viewpoint under the June 8th Promissory Note in excess of $4,000,000 and (b) the $100,000 due by Viewpoint to Computer Associates under Paragraph 5 of the April 19th Agreement, Computer Associates will accept, at Viewpoint's election, either cash or unregistered shares of Viewpoint common stock at an issue price of $4.00 per share in repayment of amounts due under the April 30th Promissory Note. 5. 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 connection with this Agreement 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 be 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 9th day of May, 2001 COMPUTER ASSOCIATES INTERNATIONAL, INC. By: /s/ Thomas Bennett ------------------ Name: Thomas Bennett Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----