Enliven Marketing Technologies Corp – ‘8-K/A’ for 9/8/00

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Metacreations Corporation                              9     37K 

Document Table of Contents

8-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

AMENDMENT NO. 2 

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 8, 2000

 MetaCreations Corporation
(Exact Name of Registrant as Specified in Charter)

            Delaware                      0-27168             95-4102687
      (State or Other Juris-           (Commission File      (IRS Employer
       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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MetaCreations Corporation (the "Registrant"), hereby files this Amendment No. 2 
to its Current Report on Form 8-K, filed with the Commission on September 25,   
2000, and supplies financial information on Viewpoint Digital, Inc.             
("Viewpoint Digital") and pro forma financial information reflecting the        
Registrant's  acquisition of Viewpoint Digital on September 8, 2000.            

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

(a)      Financial Statements of Business Acquired:                             

  The financial statements of Viewpoint Digital required to be set
forth herein are incorporated by reference to the Registrant's
 Definitive 14A, filed with the Commission on October, 31, 2000.

(b)      Pro Forma Financial Information:                                       

         The pro forma financial statements of the Registrant required to be set
     forth herein are attached hereto as Annex A and are incorporated by
reference.                                                    

(c)      Exhibits:                                                              

Exhibit           Description                                                   

2.1               Stock Purchase Agreement, dated as of August 23, 2000, by and 
             between MetaCreations Corporation and Computer Associates
International Inc.*                         

2.2               Promissory Note, dated as of September 8, 2000, in the        
         principle amount of $15,000,000 between MetaCreations
        Corporation, as the Obligor, and Computer Associates
International, Inc., as the Payee.**        

2.3               Promissory Note, dated as of September 8, 2000, in the        
         principle amount of $15,000,000 between MetaCreations
        Corporation, as the Obligor, and Computer Associates
International, Inc., as the Payee.**        

*                 Previously filed as an exhibit to the Current Report on       
Form 8-K.                                   

**                Previously filed as an exhibit to Amendment No. 1 to the      
Current Report on Form 8-K.                 

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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.                                       

                         METACREATIONS CORPORATION

Date:  November 20, 2000                 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                                          

2.1                        Stock Purchase Agreement, dated as of August 23,     
                        2000, by and between MetaCreations Corporation and
              Computer Associates International, Inc.*

2.2                        Promissory Note, dated as of September 8, 2000, in   
                 the principle amount of $15,000,000 between
                    MetaCreations Corporation, as the Obligor, and
                     Computer Associates International, Inc., as the
Payee.**                  

2.3                        Promissory Note, dated as of September 8, 2000, in   
                 the principle amount of $15,000,000 between
                    MetaCreations Corporation, as the Obligor, and
                     Computer Associates International, Inc., as the
Payee.**                  

*                         Previously filed as an exhibit to the Current Report
on Form 8-K.              

**                         Previously filed as an exhibit to Amendment No. 1 to 
     the Current Report on Form 8-K.

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Item 7(b) Pro Forma Financial Information 

UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Unaudited Pro Forma Consolidated and Combined Balance Sheet as of June 30,  
2000, gives effect to the Acquisition of Viewpoint Digital, Inc. ("Viewpoint    
Digital"), as if the transaction had occurred on that date. The Unaudited Pro   
Forma Consolidated and Combined Statement of Operations for the six months      
ended June 30, 2000 and for the year ended December 31, 1999, give effect to    
the Acquisition of Viewpoint Digital, as if the transaction had occurred on     
January 1, 1999.                                                                

The Unaudited Pro Forma Consolidated and Combined Financial Statements have been
derived from, and should be read in conjunction with, (a) the historical        
financial statements, including the notes thereto, of MetaCreations Corporation 
(the "Company"), whose financial statements are included in the Company's       
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and its      
Annual Report on Form 10-K/A for the year ended December 31, 1999, and (b) the  
historical financial statements of Viewpoint Digital whose consolidated         
financial statements are included in the Company's Definitive Proxy Statement   
on Form DEF 14A, dated October 31, 2000.                                        

The Pro Forma Consolidated and Combined Financial Statements are presented for  
informational purposes only and are not necessarily indicative of the financial 
position or results of operations that would have occurred had the acquisition  
been consummated as of the dates indicated or of the future financial position  
or future results of operations of the Company.                                 

On September 8, 2000, the Company purchased all the outstanding capital stock   
of Viewpoint Digital, a wholly-owned subsidiary of Computer Associates          
International, Inc. ("Computer Associates"). Viewpoint Digital publishes what   
the Company believes to be the worlds largest library of 3D digital content and 
provides creative 3D services for entertainment, advertising, visual            
simulation, computer based training and corporate communications applications.  
The purchase price of $19,151,000, excluding contingent consideration of        
$30,000,000 in notes payable, consists of 715,000 shares valued at $8,938,000,  
cash consideration of $10,000,000 and $213,000 in direct acquisition costs. The 
purchase price in excess of the fair value of net tangible assets assumed of    
$2,203,000, has been allocated as follows: $3,253,000 to a covenant not to      
compete, $3,180,000 to work force, $1,558,000 to technology, $1,203,000 to      
customer list, $963,000 to in-process research and development, $643,000 to     
trade name and $6,148,000 to goodwill. Goodwill and other intangibles,          
excluding in-process research and development, will be amortized over their     
expected periods of benefit, which range from one and a half to four years.     
In-process research and development was written off immediately. The            
acquisition was accounted for as a purchase business combination for accounting 
purposes.                                                                       

The stock purchase agreement entered into for Viewpoint Digital requires the    
payment of additional consideration contingent upon the achievement of certain  
levels of future operating results (excluding amortization of goodwill and other
intangible assets) and employee retention, through 2002. The contingent         
consideration consists of two promissory notes each in the amount of            
$15,000,000. Payments under the promissory notes, if any, will increase goodwill
and other intangibles. The pro forma analysis for this acquisition excludes the 
impact of the $30,000,000 of contingent consideration.                          

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METACREATIONS CORPORATION 
UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED BALANCE SHEET 
AS OF JUNE 30, 2000 
(IN THOUSANDS)  

                                                        [Enlarge/Download Table]

                                                                                 Pro Forma                     
                                                                              Adjustments for                  
                                                                 Viewpoint     Acquisition of     MetaCreations
                                                 MetaCreations  Digital,Inc.      Viewpoint         Pro Forma  
                                                   Historical    Historical     Digital, Inc.       Combined   
                                                 -------------  ------------    --------------    -------------
                                                                                                               
ASSETS                                                                                                         
Current Assets:                                                                                                
  Cash and cash equivalents                        $  20,510      $     65        $ (10,000)   A     $ 10,575  
  Short-term investments                              18,073           -                -              18,073  
  Accounts receivable, net                                 7         1,375              -               1,382  
  Prepaid expenses                                       266           -                -                 266  
  Current assets of discontinued operations           10,328           -                -              10,328  
                                                   ---------      --------        ---------          --------  
    Total current assets                              49,184         1,440          (10,000)           40,624  
                                                   ---------      --------        ---------          --------  

Goodwill and other intangibles                            75        29,495           15,985    A       16,060  
                                                                                    (29,495)   B               
Property and equipment, net                            2,433         1,577              -               4,010  
Other assets                                             173           -                -                 173  
Non-current assets of discontinued operations            157           -                -                 157  
                                                   ---------      --------        ---------          --------  
    Total assets                                   $  52,022      $ 32,512        $ (23,510)         $ 61,024  
                                                   =========      ========        =========          ========  

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                           
Current liabilities:                                                                                           
  Accounts payable                                  $  1,722      $    814         $    -            $  2,536  
  Accrued expenses                                     1,584           -                213    A        1,797  
  Current liabilities of discontinued operations         968           -                -                 968  
  Provision for loss on disposal of                                                                            
    discontinued operations                              211           -                -                 211  
                                                   ---------      --------        ---------          --------  
    Total current liabilities                          4,485           814              213             5,512  

Other liabilities                                        -           4,094           (4,094)   C          -    
Deferred tax liabilities                                 -           1,049           (1,049)   D          -    
Mandatorily redeemable convertible                                                                             
    preferred stock of subsidiary                     15,574           -                -              15,574  
Minority interest                                     10,399           -                -              10,399  

Stockholders' equity:                                                                                          
  Preferred stock                                        -             -                -                 -    
  Common stock                                            28           -                  1    A           29  
  Paid-in capital                                    133,232        42,865            8,937    A      142,169  
                                                                                    (42,865)   E               
  Notes receivable from related parties               (4,967)          -                -              (4,967) 
  Deferred compensation                               (1,540)          -                -              (1,540) 
  Accumulated deficit                               (105,189)      (16,310)          16,310    E     (106,152) 
                                                                                       (963)   A               
                                                   ---------      --------        ---------          --------- 
    Total stockholders' equity                        21,564        26,555          (18,580)           29,539  
                                                   ---------      --------        ---------          --------  
    Total liabilities and stockholders' equity     $  52,022      $ 32,512        $ (23,510)         $ 61,024  
                                                   =========      ========        =========          ========  


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METACREATIONS CORPORATION   
UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED   
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000  
(IN THOUSANDS, EXCEPT PER SHARE DATA)   

                                                        [Enlarge/Download Table]

                                                                                 Pro Forma                     
                                                                              Adjustments for                  
                                                                 Viewpoint     Acquisition of     MetaCreations
                                                 MetaCreations  Digital,Inc.      Viewpoint         Pro Forma  
                                                   Historical    Historical     Digital, Inc.        Combined  
                                                 -------------  ------------   ---------------    -------------
                                                                                                               
Net revenues                                       $     317      $  3,623       $       -           $   3,940 
Cost of revenues                                           -         1,509               -               1,509 
                                                   ---------      --------       -----------         --------- 
    Gross profit                                         317         2,114               -               2,431 
                                                   ---------      --------       -----------         --------- 

Operating expenses:                                                                                            
  Sales and marketing                                 10,114         1,642               -              11,756 
  Research and development                             2,027           575               -               2,602 
  General and administrative                           2,008           997               -               3,005 
  Amortization of goodwill and other intangibles          75         3,239             2,959   F         3,034 
                                                                                      (3,239)  B               
  Stock-based compensation                             7,003           -                 -               7,003 
                                                   ---------      --------       -----------         --------- 
    Total operating expenses                          21,227         6,453              (280)           27,400 
                                                   ---------      --------       -----------         --------- 

Loss from operations                                 (20,910)       (4,339)              280           (24,969)
Other income                                             987           -                 -                 987 
                                                   ---------      --------       -----------         --------- 

Loss before benefit for income taxes                 (19,923)       (4,339)              280           (23,982)
Benefit for income taxes                                 -            (791)              791   G          -    
                                                   ---------      --------       -----------         --------- 

Loss before minority interest                        (19,923)       (3,548)             (511)          (23,982)
Minority interest in loss of subsidiary                3,327           -                 -               3,327 
                                                   ---------      --------       -----------         --------- 

Net loss from continuing operations                $ (16,596)     $ (3,548)      $      (511)        $ (20,655)
                                                   =========      ========       ===========         ========= 

Net loss per common share from continuing                                                                      
    operations - basic and diluted                 $   (0.61)                                        $   (0.74)
                                                   =========                                         ========= 

Weighted average number of shares                                                                              
    outstanding - basic and diluted                   27,216                             715   A        27,931 
                                                   =========                     ===========         ========= 


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METACREATIONS CORPORATION   
UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED   
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999  
(IN THOUSANDS, EXCEPT PER SHARE DATA)   

                                                        [Enlarge/Download Table]

                                                                                    Pro Forma                    
                                                                                 Adjustments for                 
                                                   Viewpoint    Acquisition of    MetaCreations                  
                                                 Metacreations  Digital, Inc.       Viewpoint        Pro Forma   
                                                  Historical      Historical       Digital, Inc.      Combined   
                                                 -------------    -------------    -------------    ------------ 
                                                                                                                 
Net revenues                                       $   3,093        $  8,284         $      --         $  11,377 

Cost of revenues                                          --           3,187                --             3,187 
                                                   ---------        --------          ---------        --------- 
    Gross profit                                       3,093           5,097                --             8,190 

Operating expenses:                                                                                              
  Sales and marketing                                  2,567           3,230                --             5,797 
  Research and development                             2,816           1,250                --             4,066 
  General and administrative                           3,913           2,832                --             6,745 
  Amortization of goodwill and other intangibles         152           6,478              5,917  F         6,069 
                                                                                         (6,478) B               
  Stock-based compensation                             6,081             --                  --            6,081 
                                                    ---------       --------          ---------        --------- 
    Total operating expenses                          15,529          13,790               (561)          28,758 
                                                    ---------       --------          ---------        --------- 

Loss from operations                                 (12,436)         (8,693)               561          (20,568)
Other income                                           2,286             --                 --             2,286 
                                                    ---------       --------          ---------        --------- 
Loss before provision (benefit)                                                                                  
  for income taxes                                   (10,150)         (8,693)               561          (18,282)
Provision (benefit) for income taxes                   5,481          (2,121)             2,121 G          5,481 
                                                    ---------       --------          ---------        --------- 

Loss before minority interest                        (15,631)         (6,572)            (1,560)         (23,763)
Minority interest in loss of subsidiary                1,048             --                 --             1,048 
                                                    ---------       --------          ---------        --------- 

Net loss from continuing operations                $ (14,583)       $ (6,572)         $  (1,560)       $ (22,715)
                                                   =========        ========          =========        ========= 

Net loss per common share from continuing                                                                        
  operations-basic and diluted                     $   (0.59)                                          $   (0.90)
                                                   =========                                           ========= 

Weighted average number of shares                                                                                
  outstanding-basic and diluted                    $  24,581                          $     715 A      $  25,296 
                                                   =========                          =========        ========= 


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METACREATIONS CORPORATION 

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED
FINANCIAL STATEMENTS

A.    Represents the acquisition of all of the issued and outstanding stock of  
Viewpoint Digital for consideration consisting of $10,000,000 in    
     cash and the issuance of 715,000 shares of the Company's common stock for
 total consideration of $19,151,000, inclusive of transaction costs of
    $213,000. The purchase price in excess of the fair value of net tangible
   assets assumed of $2,203,000, has been allocated as follows: $3,253,000
 to a covenant not to compete, $3,180,000 to work force, $1,558,000 to
technology, $1,203,000 to customer list, $963,000 to in-process     
research and development, $643,000 to trade name and $6,148,000 to  
   goodwill. Goodwill and other intangibles, excluding in-process research
      and development, will be amortized over their expected periods of benefit,
which range from one and a half to four years.                      

B.    Represents the elimination of Viewpoint Digital's historical goodwill and 
other intangibles and the related amortization expense.             

C.    Represents the elimination of Viewpoint Digital's historical other        
liabilities, which consist of an amount due to Computer Associates. 

D.    Represents the elimination of Viewpoint Digital's historical net deferred 
    tax liabilities, as such liabilities will not be payable by the Company.

E.    Represents the elimination of Viewpoint Digital's historical stockholder's
equity.                                                             

F.    To record amortization expense due to $15,985,000 of goodwill and other   
  intangibles generated from the Viewpoint Digital acquisition, assuming
amortization periods ranging from one and a half to four years,     
excluding in-process research and development.                      

G.    Represents the elimination of Viewpoint Digital's historical tax benefits.
 The benefits would not have been realized on a pro forma basis due to
the Company's operating losses.                                     

H.    The unaudited pro forma consolidated and combined statements of operations
do not include the immediate write off of in-process research and   
development, since it is considered a non-recurring charge.         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/22/00
		11/20/00		3
		10/31/00		5					DEF 14A
		9/25/00		2					8-K
For Period End:		9/8/00		1		5			8-K,  8-K/A
		8/23/00		2		4
		6/30/00		5		7			10-Q,  NT 10-Q
		12/31/99		5		8			10-K405,  10-K405/A
		1/1/99		5
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