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)
March 8, 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 (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.
At a meeting held on March 8, 2005, the Board of Directors of
Viewpoint Corporation resolved to increase from 5,000 to
12,000 the number of shares subject to an automatic option
grant made on the first trading day of each calendar year to
non-employee directors who at such time have served on the
Board of Directors for at least six months. This change in
compensation becomes effective in January 2006. However, on
March 8, 2005, the Board also resolved to grant options to
acquire 7,000 shares of Viewpoint common stock to each member
of the Board of Directors to whom the increase would have
applied if it had been in effect in January 2005, i.e.,
Messrs. Thomas Bennett, James Crabbe, Stephen Duff, and Samuel
H. Jones. The option grants were made at an exercise price
equal to the closing price of Viewpoint's common stock on The
Nasdaq Stock Market on March 8, 2005 (i.e., $2.65), are
subject to execution of stock option agreements, and will be
issued from Viewpoint's 1995 Stock Option Plan, previously
approved by stockholders. Fifty percent (50%) of the shares
subject to the options vest six months following the date of
grant and one-twelfth of the remaining shares vest monthly
thereafter.
The Board's determination marks the first increase in the
standard compensation paid to non-employee directors since
1995.
In February 2004, Viewpoint had agreed with Mr. Raney, the
Chairman of Viewpoint's Audit Committee to make an annual
grant of an option to acquire 12,000 shares of Viewpoint
common stock on the first trading day of each year.
Accordingly, Mr. Raney's compensation is not affected by the
Board's resolution of March 8, 2005. In addition, Mr. Patrick
Vogt, who joined the Board of Directors in October 2004, had
not been serving on the Board for six months as of January
2005 and so was not eligible, and did not receive, an option
grant on March 8, 2005.
Since 1995, Viewpoint has been providing the following cash
compensation to each of its non-employee directors (other than
Mr. Raney) as follows: (i) $2,500 at the end of each fiscal
quarter in which he or she is a director, (ii) $1,000 for each
regular Board meeting he or she attends, and (iii) $500 for
each Board committee meeting he or she attends; provided,
however, that if more than one committee meeting is held on
the same day or a Board meeting and one or more committee
meetings are held on the same day, no more than the initial
$500 or $1,000, as the case may be, is paid to any director
for all such meetings attended by such director on such date.
Viewpoint does not pay fees to members of the Board for
meetings they do not attend in-person.
The Board's resolution of March 8, 2005 did not change the
cash compensation payable to non-employee directors.
Since 1995, Viewpoint has been providing the following equity
compensation to its non-employee directors (other than
Mr. Raney):
Each non-employee director who joins the Board is
automatically granted an option to purchase 20,000 shares of
Viewpoint common stock on the date upon which such person
first becomes a director. (In the case of Mr. Raney, the
Company agreed to increase this initial option grant to an
option to acquire 50,000 shares.) Each non-employee director
also automatically receives an option to purchase 5,000 shares
of Viewpoint common stock on the first trading day of each
year, provided the director has been a member of the Board for
at least six months. (In the case of Mr. Raney, the Company
had agreed to increase this annual option grant to an option
to acquire 12,000 shares.) The Board's resolution of March 8,
2005 increases the annual grant from 5,000 to 12,000 for all
non-employee directors.
The exercise price of each option granted to directors is
equal to the fair market value of Viewpoint common stock on
the date of grant. The option granted to non-employee
directors on the day they join the Board vests at a rate of
one-eighth of the option shares upon the end of the first
six-month period after the date of grant and one-forty-eighth
of the remaining option shares per month thereafter, provided
the optionee remains a director of the Company. The options
granted to non-employee directors on the first business day of
each year vests at the rate of one-half of the option shares
upon the end of the first six-month period after the date of
grant and one-twelfth of the remaining option shares per month
thereafter, provided the optionee remains a director. Options
have a term of ten years unless terminated sooner, whether
upon termination of the optionee's status as a director or
otherwise pursuant to the underlying stock option plan.
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: March 17, 2005