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
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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))
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
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William H. Mitchell
Chief Financial Officer
Dated: January 7, 2004