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 20, 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
Viewpoint Corporation and EagleRock Master Fund, LP entered into a
Securities Purchase Agreement, dated as of December 20, 2004, under
which Viewpoint issued 1,886,792 shares of Viewpoint common stock in
a private placement to EagleRock at a purchase price of $2.65 per
share (resulting in aggregate gross proceeds of $4,999,998.80).
The securities offered and sold in the private placement have not
been registered under the Securities Act of 1933, as amended and
were sold in reliance upon the exemption from securities
registration afforded by Regulation D. EagleRock represented to
Viewpoint that it is an "Accredited Investor", as defined in Rule
501 of Regulation D under the Securities Act. In connection with the
private placement, Viewpoint entered into a Registration Rights
Agreement with EagleRock pursuant to which Viewpoint is required to
file a registration statement with the SEC covering the shares
within 30 days of the closing of the private placement.
The foregoing is a summary of the terms of the Securities Purchase
Agreement and Registration Rights Agreement and does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Securities Purchase Agreement and the Registration
Rights Agreement, copies of which are attached hereto as Exhibit
10.1 and Exhibit 10.2.
Viewpoint issued a press release announcing the transaction on
December 22, 2004. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
10.1 Securities Purchase Agreement, dated as of December 20,
2004, by and between Viewpoint Corporation and EagleRock
Master Fund, LP.
10.2 Registration Rights Agreement, dated as of December 20,
2004, by and between Viewpoint Corporation and EagleRock
Master Fund, LP.
99.1 Press release issued by Viewpoint Corporation on
December 22, 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/ Jerry S. Amato
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Jerry S. Amato
Chief Executive Officer
Dated: December 22, 2004