Enliven Marketing Technologies Corp – ‘8-K’ for 4/19/01

On:  Friday, 4/27/01, at 9:31am ET   ·   For:  4/19/01   ·   Accession #:  950123-1-501285   ·   File #:  0-27168

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Viewpoint Corporation                                  5     13K 
 2: EX-10.1     Letter Agreement                                       2     11K 

8-K   —   Viewpoint Corporation
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 19, 2001

 Viewpoint Corporation
 ---------------------
(Exact Name of Registrant as Specified in Charter)

    Delaware                 0-27168                    95-4102687
    ---------                --------                   ----------
(State or Other Juris-         (Commission File     (IRS Employer diction of
diction of Incorporation)             Number)             Identification No.)   

498 Seventh Avenue, New York, NY                                10018       
---------------------------------------                          --------       
(Address of Principal Executive Offices)                        (Zip Code)      

Registrant's telephone number, including area code # (212) 201-0800             

 N/A
--------------------------------------------------------------------------------

 (Former Name or Former Address, if Changed Since Last Report)

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Item 5.  Other Events                                                           

     On April 19, 2001, the Company and Computer Associates International,
Inc. entered into an agreement (the "Agreement") under which, among other       
things:                                                                         

  -  The Company agreed to waive transfer restrictions applicable to
          1,000,000 unregistered shared (the "Shares") of the Company's common
           stock received by Computer Associates in accordance with the Exchange
     Agreement, dated as of August 10, 2000, between the Company and
         Computer Associates (a copy of which was included as Annex A to the
      Company's 2000 Proxy Statement) to enable Computer Associates to
transfer the Shares to the third party;                   

     -  The Company agreed to register the Shares under the Securities Act
of 1933;                                                  

    -  Computer Associates agreed to accept, in partial repayment of the
      promissory note (the "Promissory Note") issued by the Company on
          September 8, 2000 and due June 8, 2001 (a copy of which was attached
          to the Company's Form 8-K/A filed with the Commission on November 1,
         2000) unregistered shares of Company common stock having a value of
         $4,000,000, calculated on the basis of the closing price of Company
     common stock on the NASDAQ Stock Market over the 10-day trading
period ending on and including June 8, 2001; and          

        -  The Company agreed to pay to Computer Associates $100,000 on the date
        the Promissory Note is due in addition to the remaining amount due
under the Promissory Note.                                

A copy of the Agreement is annexed hereto as Exhibit 10.1.                      

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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits     

(a)     Financial Statements of Business Acquired:                              

Not Applicable.                                                 

(b)     Pro Forma Financial Information:                                        

Not Applicable.                                                 

(c)     Exhibits:                                                               

Exhibit        Description                                                      

10.1           Letter Agreement, dated as of April 19, 2001, between Computer   
       Associates International, Inc. and Viewpoint Corporation.

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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.                                       

                             VIEWPOINT CORPORATION

Date:  April 27, 2001                       By:/s/ Robert E. Rice               
                                               ---------------------------------
                                   Name:  Robert E. Rice
                                             Title:  Chief Executive Officer

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 EXHIBIT INDEX

The following exhibits are filed herewith.

Exhibit               Description                                               

10.1           Letter Agreement, dated as of April 19, 2001, between Computer   
       Associates International, Inc. and Viewpoint Corporation.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		6/8/01		2
Filed on:		4/27/01		4
For Period End:		4/19/01		1		5
		11/1/00		2					8-K/A
		9/8/00		2					8-K,  8-K/A
		8/10/00		2
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