viewpoint corporation

Download VIEWPOINT CORPORATION

Post on 10-May-2015

569 views

Category:

Documents

3 download

Embed Size (px)

TRANSCRIPT

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

    FORM 10-K/A (Amendment No. 1)

    (Mark One)

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR FISCAL YEAR ENDED DECEMBER 31, 2006 OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-27168

    VIEWPOINT CORPORATION (Exact name of registrant as specified in its charter)

    Delaware 95-4102687 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification Number)

    498 Seventh Avenue, Suite 1810, New York, NY 10018 (Address of principal executive offices and zip code)

    (212) 201-0800 (Registrants telephone number, including area code)

    Securities registered pursuant to Section 12(b) of the Act: None

    Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

    Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

    during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

    Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

    Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

    Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2005 ............................................................................................................................. $107,850,000 Number of shares of common stock outstanding as of March 12, 2007.................................................................. 67,670,000

    DOCUMENTS INCORPORATED BY REFERENCE:

    The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrants definitive proxy statement relating to the annual meeting of stockholders to be held in 2007, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

  • EXPLANATORY NOTE

    Viewpoint Corporation, Inc. (the Company) is filing this Amendment No. 1 on Form 10-K/A to correct the typographical error contained in Exhibit 32.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 16, 2007 (the Original 2006 Filing). Exhibit 32.1 to the Original 2006 Filing contained an incorrect date. Accordingly, the Company is re-filing the Original 2006 Filing in its entirety with an updated Item 15, Part IV of the Original 2006 Filing and Exhibit 32.1 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

    In addition, the Company is filing this Amendment No. 1 on Form 10-K/A to correct Exhibit 31.1 and Exhibit 31.2 to the Original 2006 Filing. Exhibit 31.1 item 4(d) and Exhibit 31.2 item 4(d) both to the Original 2006 Filing were amended to conform with the requirements of Section 302 of the Sarbanes-Oxley Act of 2002.

    Finally, the Company is filing this Amendment No. 1 on Form 10-K/A to correct the incorporation by reference to the inadvertent filing as Exhibit 10.28 to the Companys Annual Report on Form 10- K for the year ended December 31, 2005 filed with the Securities and Exchange Commission on March 20, 2006 (the Original 2005 Filing) of an incorrect version of the employment agreement between the Company and Mr. Andrew J. Graf. The principal differences between the correct version filed with this Amendment and the incorrect version filed with the Original 2005 Filing were (1) the correct version requires the Company to pay the employee in the case of termination without cause or with good reason an amount equal to his Base Salary in payments of approximately equal semi-monthly installments concurrently with the customary payroll practices of the Company over the one year period following such termination (as opposed to the amount being paid in one lump sum under the incorrect version that had been previously filed) and (2) the correct version provides that in the case of termination with cause or without good reason the Company will have no obligation to make any payments to Mr. Graf, except for any payments under applicable plans or programs, any accrued and unpaid vacation, any earned but unpaid Base Salary or bonuses and any unreimbursed business expense in accordance with Company policy (as opposed to the incorrect version which included these amounts plus an additional lump sum cash payment in an amount equal to the Base Salary).

    The Company has not made any other changes to the Original 2006 Filing.

    This Amendment No. 1 on Form 10-K/A continues to speak as of the date of the Original 2006 Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a later date.

  • 2

    TABLE OF CONTENTS Page PART I Item 1. Business ....................................................................................................................................................................... 3Item 1A. Risk Factors ................................................................................................................................................................. 9Item 1B. Unresolved Staff Comments ........................................................................................................................................ 17Item 2. Properties ..................................................................................................................................................................... 17Item 3. Legal Proceedings........................................................................................................................................................ 18Item 4. Submission of Matters to a Vote of Security Holders.................................................................................................. 18 PART II Item 5. Market for Registrants Common Stock, Related Stockholder Matters, and Issuer Purchases of Equity Securities ... 18Item 6. Selected Financial Data................................................................................................................................................ 21Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations....................................... 23Item 7A. Quantitative and Qualitative Disclosures About Market Risk ..................................................................................... 41Item 8. Financial Statements and Supplementary Data ............................................................................................................ 42Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...................................... 75Item 9A. Controls and Procedures .............................................................................................................................................. 75Item 9B. Other Information ........................................................................................................................................................ 76 PART III Item 10. Directors, Executive Officers and Corporate Governance........................................................................................... 77Item 11. Executive Compensation.............................................................................................................................................. 77Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters..................... 77Item 13. Certain Relationships and Related Transactions and Directors of Independence ........................................................ 77Item 14. Principal Accountant Fees and Services ...................................................................................................................... 77 PART IV Item 15. Exhibits, Financial Statement Schedules ..................................................................................................................... 78 Signatures..................................................................................................................................................................... 82

  • 3

    PART I

    In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from the results stated, implied, or suggested by the forward-looking statements. Factors that might cause or contribute to such differences i