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)
March 26, 2003
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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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Viewpoint Corporation closed a private placement of subordinated
notes and common stock with three investors on March 26, 2003. For a
complete description of the transaction, reference is made to the
Securities Purchase Agreement, Form of Subordinated Note and Registration
Rights Agreement attached hereto as Exhibits 10.1, 10.2 and 10.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
10.1 Securities Purchase Agreement, dated as of March 26, 2003, by
and among Viewpoint Corporation and the Purchasers named
therein.
10.2 Form of 4.95% Subordinated Note of Viewpoint Corporation.
10.3 Registration Rights Agreement, dated as March 26, 2003, by and
among Viewpoint Corporation and the Purchasers named therein.
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/ Robert E. Rice
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Robert E. Rice
President and Chief Executive Officer
Dated: March 26, 2003