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) June 23, 2004 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On June 18, 2004, Viewpoint Corporation retired $1,774,285.71 in principal amount of its outstanding 4.95% Convertible Notes, issued by Viewpoint in March 2003, by exercising its right to convert the Convertible Notes into shares of Viewpoint common stock. In accordance with the terms of the Convertible Notes, Viewpoint issued 1,738,868 shares of common stock in payment of outstanding principal and interest accruing from April 1, 2004 through June 18, 2004. 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: June 23, 2004