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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)
December 1, 2004
VIEWPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-27168 95-4102687
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 201-0800
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N/A
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(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))
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ITEM 1.01 Entry into a Material Definitive Arrangement
On December 1, 2004, Viewpoint Corporation entered into an agreement to
acquire all of the outstanding capital stock of Unicast Communications Corp. The
transaction is subject to customary closing conditions and is expected to close
on January 3, 2005.
Under the terms of the agreement, Viewpoint will be obligated, at the
closing, to issue an aggregate of 1,084,711 shares of Viewpoint common stock to
the selling stockholders of Unicast and to pay $188,000 in cash. Within one
hundred ninety (190) days following the closing, Viewpoint will be 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. 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 will remain outstanding at the
Uniciast subsidiary level following the closing. 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. Concurrently with the closing of the
Unicast acquisition, Viewpoint will cause a payment of
$250,000 to be made to the secured note holder which will be
applied towards reducing the amount outstanding under the
promissory note. Viewpoint will become an additional obligor
under the 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.
Viewpoint will, at the closing, assume 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, the parties will enter into a registration rights
agreement under which Viewpoint will be 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 the transaction on
December 2, 2004. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 9.01 Exhibits.
(c) Exhibits
99.1 Press release issued by Viewpoint
Corporation on December 2, 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
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William H. Mitchell
Chief Financial Officer
Dated: December 7, 2004