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 29, 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 (se 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 1.01 Entry into a Material Definitive Arrangement.
On December 29, 2004, Viewpoint Corporation entered into an
agreement with Robert E. Rice under which, among other things: (a)
Mr. Rice will remain employed by Viewpoint as Executive Chairman for
the period beginning on January 1, 2005 and ending on June 30, 2005
at a salary of $165,000 for the semi-annual period payable in
accordance with Viewpoint's standard payroll practices; (b) unless
Mr. Rice's employment is terminated before June 30, 2005 for "cause"
(as defined in the agreement) or Mr. Rice's employment is terminated
by Mr. Rice before June 30, 2005 without "good reason" (as defined
in the agreement), Viewpoint will pay to Mr. Rice $165,000 in
semi-monthly installments over the period beginning in July 2005 and
ending in December 2005 and the portion of an option (the "Option")
to acquire 200,000 shares of Viewpoint common stock issued to Mr.
Rice in November 2003 that had not vested by June 30, 2005 would
vest on that date; (c) Mr. Rice would receive a payment equal to two
times the rate of his annual salary and the unvested portion (if
any) of the Option would vest if Viewpoint undergoes a "change in
control" (as defined in the agreement) before September 1, 2005; and
(d) the parties terminated an earlier agreement between Mr. Rice and
Viewpoint under which Mr. Rice was entitled, among other things, to
a payment equal to three times his base salary if Viewpoint
completed a change in control transaction during Mr. Rice's
employment.
The terms of the agreement replace any benefits and payments that
would have been due to Mr. Rice under an earlier employment
agreement between the parties that terminates on December 31, 2004.
For a complete description of the terms of the agreement, reference
is made to the Employment Agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
10.1 Employment Agreement, dated as of December 29, 2004, by and
between Viewpoint Corporation and Robert E. Rice.
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/ Jerry S. Amato
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Jerry S. Amato
President and Chief Executive Officer
Dated: December 30, 2004