Viewpoint Corp - Amended Current report filing (8-K/A)
October 19 2007 - 9:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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)
October 18, 2007
VIEWPOINT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-27168
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95-4102687
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(state or
other juris-
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(Commission
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(I.R.S. Employer
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diction of incorporation)
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File Number)
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(Identification No.)
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498 Seventh Avenue, Suite
1810, New York, NY
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10018
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
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Entry
into a Material Definitive Agreement.
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Purchase Agreement with respect to Springbox Ltd.
On
October 18, 2007, Viewpoint Corporation (Viewpoint) entered into
a Purchase Agreement to acquire all of the outstanding partnership interests
of Springbox, Ltd. (Springbox). Springbox is an Austin-based interactive marketing firm with digital web marketing and creative solutions. Springbox
is expected to generate approximately $6.0 million in gross revenue in the calendar
year 2007. The agreement contains customary representations, warranties and covenants
of the sellers and Viewpoint. The transaction is also subject to customary closing
conditions and is expected to close in the fourth quarter of 2007.
Under
the terms of the agreement, Viewpoint will be obligated, at the closing, to pay
approximately $5.5 million in a combination of stock and cash. The
amount of cash payable by Viewpoint is subject to adjustment based on the
net book value of Springbox as of the closing date of the transaction and
(ii) the subsequent receipt by Viewpoint of accounts receivable outstanding
on the closing date of the transaction. To the extent the net book value
as of the closing date is greater than $1.3 million Viewpoint is required
to pay additional funds to the sellers and to the extent that the net book
value of Springbox at the closing is less than $1.3 million, the sellers
are required to pay Viewpoint the difference. In addition, the sellers of
Springbox are entitled to an EBITDA based earnout. Viewpoint has the option
to pay shares of common stock or the fair market value of such shares in
order to satisfy any obligation pursuant to the earnout.
The
foregoing is a summary of the terms of the Purchase Agreement and does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is filed as Exhibit
2.1 hereto and is incorporated herein by reference.
Securities Purchase Agreement
In
addition, Viewpoint entered into a Securities Purchase Agreement
with certain accredited investors, dated as of October 18, 2007, pursuant to
which Viewpoint issued 15,714,285 shares of Viewpoint common stock in a private
placement to such accredited investors at a purchase price of $0.70 per share
(resulting in aggregate gross proceeds of $11,000,000). The investors in
the transaction also received warrants to purchase an additional 4,714,285
shares of common stock at an exercise price of $0.84 per share (subject to
certain adjustments). Such warrants are not exercisable for six months following
issuance and have an aggregate term of five and one-half years.
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. Each investor 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 the investors pursuant to which Viewpoint is
required to file a registration statement with the SEC covering the shares
within 45 days of the closing of the private placement.
The
foregoing is a summary of the terms of the Securities Purchase Agreement, the
Registration Rights Agreement and the Warrants and does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Securities Purchase Agreement, the Registration Rights Agreement and the Form
of Warrant, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit
10.3. and are incorporated herein by reference.
Viewpoint
issued a press release announcing the execution of the definitive documentation
with respect to the Springbox acquisition and the closing of the private
placement transaction on October 19, 2007. A copy of the press release is
attached hereto as Exhibit 99.1.
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Item
3.02
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Unregistered
Sale of Equity Securities
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The disclosures set forth under Item 1.01 of this
Current Report on Form 8-K are incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits
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The following exhibits are filed herewith:
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2.1
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Purchase Agreement, dated as of October 18, 2007 by
and among Springbox GP, LLC, the limited partners set forth on Schedule A
attached thereto and Viewpoint Corporation.
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10.1
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Securities Purchase Agreement, dated as of October
18, 2007, by and between Viewpoint Corporation and the investors listed on
the Schedule of Purchasers attached thereto.
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10.2
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Registration Rights Agreement, dated as of October
18, 2007, by and between Viewpoint Corporation and the investors listed on
the signature pages attached thereto.
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10.3
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Form of Warrant for Common Stock of Viewpoint
Corporation.
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99.1
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Press release issued by
Viewpoint Corporation on October 19, 2007.
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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.
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VIEWPOINT CORPORATION
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/s/ Christopher C.
Duignan
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Christopher C. Duignan
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Chief Financial Officer
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Dated: October 19, 2007
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