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)
                                 January 3, 2005

                              VIEWPOINT CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                              0-27168                    95-4102687
- --------                              -------                    ----------
(state or other juris-              (Commission               (I.R.S. Employer
diction of incorporation)           File Number)            (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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




ITEM 2.01 COMPLETION OF ACQUISITION

      On January 3, 2005, Viewpoint Corporation completed the acquisition of all
of the outstanding capital stock of Unicast Communications Corp.

      In exchange for the all of the shares of outstanding capital stock of
Unicast, Viewpoint issued an aggregate of 1,084,711 shares of Viewpoint common
stock to the selling stockholders of Unicast and paid $188,000 in cash.
Viewpoint is obligated to issue up to an additional 413,223 shares of Viewpoint
common stock and to make an additional cash payment of up to $187,000 on or
before July 13, 2005. The number of shares issuable and the amount of cash
payable within 190 days following closing will be subject to reduction on terms
set forth in the agreement.

      Long-term debt issued by Unicast remains outstanding at the Uniciast
subsidiary level. This debt is comprised solely of the following:

      -     An unsecured promissory note issued by Unicast dated February 27,
            2004 in the principal amount of $1 million. This promissory note
            bears interest at 5% per annum, compounding annually, and matures in
            February 2011. No payments of principal or interest are due until
            the maturity date.

      -     A secured promissory note issued by Unicast amended and restated
            February 27, 2004 in the principal amount of $2 million. This
            promissory note bears interest of 5% per annum and is secured by
            substantially all of the Unicast subsidiary's assets. In connection
            with Viewpoint's acquisition of all of the outstanding common stock,
            Viewpoint agreed to become an additional obligor under the secured
            promissory note and Viewpoint's assets will become additional
            collateral to secure the obligations if certain contingencies occur,
            such as Viewpoint's failure to operate the Unicast ad-serving
            business through the Unicast subsidiary or the ad-serving business
            fails to achieve certain revenue targets. No payments under the
            secured promissory note are due until March 2006. At that time, all
            unpaid principal and interest will be fully amortized and payable in
            60 equal monthly installments through March 2011. Concurrently with
            completion of the acquisition, Viewpoint made a payment of $250,000
            to reduce the amount outstanding under this secured promissory note.

      In connection with the acquisition, Viewpoint assumed an obligation to
make certain payments on behalf of the selling stockholders in the maximum
amount of $375,000, payable in equal bi-monthly installments over the one-year
period following the closing. If the obligation ceases over the course the year
or is determined to be less than $375,000, Viewpoint will pay to the selling
stockholders the difference between $375,000 and the amount payable under the
severance obligation.

      At the closing of the transaction, the parties entered into a registration
rights agreement under which Viewpoint is obligated to file with the Securities
and Exchange Commission a



registration statement covering the shares of Viewpoint common stock issued to
the selling stockholders of Unicast.

      Viewpoint issued a press release announcing completion of the acquisition
on January 3, 2005. A copy of the press release is attached hereto as Exhibit
99.1.

ITEM 9.01 EXHIBITS.

            (a) Financial statements of the business acquired.

            Viewpoint will file audited financial statements of Unicast
            Communications Corp. as of and for the year ended December 31, 2004
            by way of an amendment to this Current Report on Form 8-K on or
            before March 21, 2005.

            (c) Exhibits

                  99.1 Press release issued by Viewpoint Corporation on January
                  3, 2005.







                                   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/ William H. Mitchell
                                         ----------------------------------
                                         William H. Mitchell
                                         Chief Financial Officer

Dated: January 7, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                     VIEWPOINT COMPLETES UNICAST ACQUISITION

NEW YORK, NY - JANUARY 3, 2004 - Viewpoint Corporation (NASDAQ: VWPT), a leading
provider of Internet graphics and delivery systems, today announced it has
completed its acquisition of Unicast Communications Corporation ("Unicast"), a
recognized leader in rich media ad solutions.

Viewpoint Corporation president and chief executive officer, Jay Amato, said,
"Throughout December we began integrating Unicast's powerful technology and
talented team into our organization and now we will hit the ground running,
expecting to see rapid benefits from this acquisition, which is expected to be
accretive. With Kagan Research projecting double-digit growth in online
advertising in 2005 and online ad revenue surpassing many traditional forms of
advertising in 2006, we're excited about the prospects for the future."

The new Viewpoint ad delivery product line provides advertisers, agencies and
publishers:

      o The ability to streamline their efforts and manage all of their
      campaigns (creative assembly, media planning, campaign management &
      scheduling, conversion tracking and real time reporting) via a single
      source.

      o AirTime InStream, a revolutionary product that serves any video ad into
      any video content stream through standard ad tags on publishers' pages.

      o In-page video ad delivery using Viewpoint's AirTime, allowing
      advertisers to easily replace conventional online ad space with video.

      o Video display advertising via Unicast's renowned Video Commercial and
      Superstitial online ad formats used by over 700 advertisers and 1100 Web
      publishers.

      o Rich media and conventional ad delivery, regardless of format, using
      Viewpoint's Creative Innovator ad delivery and management system.

      o Award-winning creative services offering content creation and assembly
      support.

Total consideration of the transaction was approximately $7,375,000, principally
in the issuance of Viewpoint common stock and assumption of debt. The cash
portion of the transaction will be financed out of proceeds from a recently
announced private placement. Viewpoint will file the audited financial
statements of Unicast for 2004 with the Securities and Exchange Commission by
March 19, 2005.

ABOUT UNICAST

Unicast is an online advertising solutions provider, which provides a
comprehensive Online Format Suite to over 1400 websites and network partners and
700 agency and advertiser customers. Unicast acts on behalf of both the buyers
and sellers of online advertising, developing products and service enhancements
to ensure that all of their online advertising needs are fulfilled



through one central source. Unicast is based in New York City with offices in
Chicago, Los Angeles, Brazil, Hong Kong, Madrid, and London.

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. Creative Innovator - 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.

This press release may contain "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 the Company's filings and reports on file with the Securities and Exchange
Commission as well as the lack of assurances that the Company will see the
benefit of the acquisition over the months to come; that the acquisition is
accretive, that there will be double-digit growth in online advertising in 2005;
or that online ad revenue will surpass many traditional forms of advertising in
2006.

Viewpoint and Viewpoint Toolbar are trademarks or registered trademarks of
Viewpoint Corporation in the United States and/or in other countries. Unicast is
a trademark or registered trademark of Unicast Communications Corporation in the
United States and/or in other countries. Copyright(C)2004 Viewpoint Corporation.
All Rights Reserved.