|
|
|
|
Item 1.01
|
Entry
into a Material Definitive Agreement.
|
Purchase Agreement with respect to Springbox Ltd.
On
October 18, 2007, Viewpoint Corporation entered into a Purchase Agreement to
acquire all of the outstanding partnership interests of Springbox, Ltd. Based
on unaudited financial statements, Sprinbox Ltd. is expected to generate
approximately $6.0 million in gross revenue in 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 by the end of October, 2007.
Under
the terms of the agreement, Viewpoint will be obligated, at the closing, to pay
$4,950,000 in cash and issue an aggregate number of shares of common stock
equal to $550,000 divided by the applicable price, which is the volume weighted
average price of the common stock on The NASDAQ Stock Market for the 10 trading
days prior to October 18, 2007 (the date of entry into definitive
documentation). The amount of cash payable by Viewpoint is subject to
adjustment based on the net book value of Springbox Ltd. 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 Ltd. 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.
Viewpoint
will also assume outstanding debt of approximately $200,000.
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 Corporation entered into a Securities Purchase Agreement
with certain accredited investors, dated as of October 18, 2007, under 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 4,714,286 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 18, 2007. A copy of the press release is
attached hereto as Exhibit 99.1.
