SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
VIEWPOINT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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(VIEWPOINT LOGO)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 10, 2003
TO THE STOCKHOLDERS OF VIEWPOINT CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Viewpoint
Corporation, a Delaware corporation (the "Company"), will be held on Wednesday,
December 10, 2003, at 10:00 a.m., local time, at the Marriott Marquis, 1535
Broadway, 9th Floor, New York, NY, for the following purposes:
1. To elect six directors to serve for the ensuing year and until
their successors are duly elected and qualified.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants for the Company for the 2003 fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only stockholders of record at the close of business on October 29, 2003
are entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the meeting in person. To
ensure your representation at the meeting, however, you are urged to authorize
your proxy by following one of the following steps as promptly as possible:
1. Complete, date, sign and return the enclosed proxy card (a
postage-prepaid envelope is enclosed for that purpose); or
2. Vote via the Internet (see the instructions on the enclosed proxy
card); or
3. Vote via telephone (toll-free) in the United States and Canada
(see the instructions on the enclosed proxy card).
The Internet and telephone voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to vote their shares, and to
confirm that their instructions have been properly recorded. The Company has
been advised by counsel that the procedures which have been put in place are
consistent with the requirements of applicable law. Specific instructions to be
followed by any registered stockholder interested in voting via the Internet or
telephone are set forth on the enclosed proxy card.
Any stockholder attending the meeting may vote in person even if he or she
has returned a proxy card or voted via the Internet or telephone.
Sincerely yours,
BRIAN J. O'DONOGHUE
General Counsel and Secretary
New York, New York
November 5, 2003
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, OR
VOTE VIA THE INTERNET OR TELEPHONE.
VIEWPOINT CORPORATION
498 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
(212) 201-0800
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PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 10, 2003
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited on behalf of the Board of Directors of
Viewpoint Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held on Wednesday, December 10, 2003 at 10:00 a.m., local
time, or at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the Marriott Marquis, 1535 Broadway, 9th Floor, New York, NY.
These proxy solicitation materials and the Company's Annual Report to
Stockholders for the year ended December 31, 2002, including financial
statements, are being mailed on or about November 5, 2003 to all stockholders
entitled to vote at the Annual Meeting.
RECORD DATE AND VOTING SECURITIES
Stockholders of record at the close of business on October 29, 2003 are
entitled to notice of and to vote at the meeting. At the record date, 45,998,007
shares of common stock, $0.001 par value, of the Company were issued and
outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use, whether the proxy was given by telephone,
via the Internet or by proxy card. The proxy may be revoked by delivering to the
Secretary of the Company a written notice of revocation or a duly executed proxy
bearing a later date, or by making an authorized Internet or telephone
communication on a later date in accordance with the instructions on the
enclosed proxy card. It may also be revoked by attendance at the meeting and
voting in person.
VOTING AND SOLICITATION
Proxies properly given and not revoked will be voted in accordance with the
specifications made. Where no specifications are given, such proxies will be
voted as the management of the Company may propose. If any matter not described
in this proxy statement is properly presented for action at the meeting, the
persons named in the enclosed form of proxy will have discretionary authority to
vote according to their best judgment.
Each stockholder is entitled to one vote for each share of common stock on
all matters presented at the meeting. Stockholders do not have the right to
cumulative voting in the election of directors.
The cost of soliciting proxies will be borne by the Company. The Company
may also reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers, and employees, without additional compensation, personally
or by telephone or telegram.
QUORUM; REQUIRED VOTES; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transactions of business being voted on at this
year's Annual Meeting is a majority of the votes eligible to be cast by holders
of shares of common stock issued and outstanding on the record date. Shares that
are voted "FOR," "AGAINST," "WITHHELD" or "ABSTAIN" are treated as
being present at the meeting for purposes of establishing a quorum and are also
treated as shares entitled to vote at the Annual Meeting with respect to such
matter.
With respect to the election of directors, Delaware law requires the
affirmative vote of the holders of a plurality of the common stock present and
entitled to vote on the election of directors at the Annual Meeting. Therefore,
for purposes of the election of directors, abstentions will have no effect on
the outcome of the vote, although they will be counted toward the presence of a
quorum.
The affirmative vote of a majority of the votes cast is required to adopt
all other proposals being voted on at this year's Annual Meeting. Although there
is no definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions, the Company believes that abstentions should be
counted for purposes of determining the total number of votes cast with respect
to a proposal (other than the election of directors). In the absence of
controlling precedent to the contrary, the Company intends to treat abstentions
in this manner. Accordingly, abstentions will have the same effect as a vote
against the proposal.
The Delaware Supreme Court has held that, while broker non-votes should be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, broker non-votes should not be counted for purposes of
determining the number of votes cast with respect to the particular proposal on
which the broker has expressly not voted. The Company intends to treat broker
non-votes in a manner consistent with this holding. Thus, a broker non-vote will
not affect the outcome of the voting on any of the proposals at the Annual
Meeting.
PROPOSAL ONE:
ELECTION OF DIRECTORS
NOMINEES
Unless otherwise specified, all proxies received will be voted in favor of
the election of the persons named below as directors of the Company. If any
nominee of the Company is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be voted for the nominee designated by
the present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the next Annual
Meeting or until a successor has been elected and qualified.
There is no family relationship among any directors or executive officers
of the Company.
JERRY S. AMATO
Mr. Amato, 44, has been a Director of the Company and its Chief Executive
Officer since August 2003. From July 1995 through September 1998, Mr. Amato
served as President and Chief Operating Officer of Vanstar Corporation, a
leading provider of services and products designed to build, manage and enhance
personal computer network infrastructures with 1998 revenues exceeding $2.8
billion. From September 1998 until joining the Company in August 2003, Mr. Amato
served as a principal of the Flatiron Group in New York, a business strategy and
planning advisory service. In March 1998, Mr. Amato led the formation of
Technology Access Action Coalition/ACT, a Washington-based organization
promoting innovation and growth in the technology sector, and served as its
Chairman until November 1999.
THOMAS BENNETT
Mr. Bennett, 47, has been a Director of the Company since November 2000. He
has been with Computer Associates International, Inc. since 1988 and has been
serving as its Senior Vice President of Business Development since April 1997.
On February 8, 2000, he became a director of Metastream Corporation, a
subsidiary of the Company, from Metastream's formation in June 1999 until its
merger with the Company in November 2000.
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JAMES E. CRABBE
Mr. Crabbe, 57, became a Director of the Company in March 2003. Mr. Crabbe
served as President of the Crabbe Huson Group, Inc., a registered investment
advisor, from 1980 until the time of its sale to Liberty Financial Services,
Inc. in 1998. Crabbe Huson had over $5.5 billion in assets under management at
the time of its sale to Liberty Financial. Mr. Crabbe remained an employee of
Liberty until 2000. Mr. Crabbe is currently chairman of the board of directors
of VendingData Corporation, a company in the business of designing and
manufacturing machines used in the gambling industry.
STEPHEN M. DUFF
Mr. Duff, 40, became a Director of the Company in May 2003. Mr. Duff is the
Chief Investment Officer of The Clark Estates, Inc. Prior to joining The Clark
Estates in 1995, Mr. Duff was a Vice President of The Portfolio Group, a
subsidiary of the Chemical Banking Corporation. Mr. Duff is a 1985 graduate of
Stonehill College. Currently he serves on two other public company boards, The
Casual Male Retail Group, Inc. and Easylink Services Corporation, Inc. Mr. Duff
also serves on the Board of the Clara Welch Thanksgiving Home, Inc., a
non-profit elderly care facility in Cooperstown, New York.
SAMUEL H. JONES, JR.
Mr. Jones, 70, has been a Director of the Company since April 1992. He has
been President of S-J Venture Capital Company since 1991. Mr. Jones founded S-J
Transportation Company, an industrial waste transportation company, in 1971 and
served as its President until 2002. Mr. Jones is a director of Fulton Financial
Corp.
ROBERT E. RICE
Mr. Rice, 49, has been a Director of the Company since April 2000 and
served as President and Chief Executive Officer from April 2000 until August
2003. Mr. Rice currently serves as Executive Chairman of the Board of Directors.
Mr. Rice joined the Company in 1997 upon the Company's acquisition of Real Time
Geometry, a company Mr. Rice co-founded in 1995. Mr. Rice served as Vice
President of Strategic Affairs at the Company from 1997 until September 1999. He
was the President and director of Metastream Corporation, a subsidiary of the
Company, from its formation in June 1999 until its merger with and into the
Company in November 2000. Before founding Real Time Geometry, Mr. Rice was a
partner at the law firm of Milbank, Tweed, Hadley and McCloy LLP, where he
advised on various corporate, tax, and intellectual property issues.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE NOMINEES SET FORTH ABOVE.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held nine meetings during fiscal year
2002. Each director who served as a director in fiscal year 2002 and who is
nominated for re-election attended each meeting held during fiscal year 2002.
The Board of Directors has an audit committee (the "Audit Committee") which
consists of Thomas Bennett, serving as Chairman, Samuel H. Jones, Jr. and
Lennert J. Leader, who is not standing for re-election to the Board of
Directors. The Audit Committee's primary function is to review the financial
statements and the internal financial reporting system and controls of the
Company with the Company's management and independent auditors, recommend
resolutions for any disputes between the Company's management and its auditors,
review with the outside auditor the scope of the audit, the auditor's fees and
related matters, and review other matters relating to the relationship of the
Company with the auditors, including their engagement and discharge. The Audit
Committee held seven meetings during fiscal year 2002 with full attendance at
each meeting by each member standing for re-election to the Board.
The Board of Directors has a compensation committee (the "Compensation
Committee") which consists of Samuel H. Jones, Jr., serving as Chairman, Thomas
Bennett, and, since March 2003, James Crabbe. Bruce
3
R. Chizen served on the Compensation Committee throughout 2002 and until his
resignation from the Board of Directors of the Company effective January 31,
2003. The Compensation Committee's primary function is to develop and monitor
compensation arrangements for the officers and directors of the Company, and
monitor stock option activity for the Company. The Compensation Committee held
two meetings during fiscal 2002 and acted once by unanimous written consent.
Each member of the Compensation Committee attended each meeting held during his
tenure.
REPORT OF THE AUDIT COMMITTEE
The members of the Audit Committee are all independent directors who are
qualified for service under the NASD listing standards. The Audit Committee acts
under a written charter first adopted and approved by the Board of Directors in
2000.
The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Company's financial reporting process. Management has the
primary responsibility for the financial statements and the reporting process,
including the systems of internal controls. The independent auditors are
responsible for performing an independent audit of the Company's financial
statements in accordance with auditing standards generally accepted in the
United States and issuing a report thereon.
In the performance of its oversight function, the Audit Committee reviewed
and discussed with management and the independent auditors the Company's audited
financial statements. The Audit Committee also discussed with the independent
auditors the matters required by Statement on Auditing Standards No. 61 relating
to communication with audit committees. In addition, the Audit Committee
received from the independent auditors the written disclosures and letter
required by Independence Standards Board Standard No. 1 relating to independence
discussions with audit committees, the Audit Committee discussed with the
independent auditors that firm's independence, and considered whether the
independent auditor's provision of non-audit services to the Company is
compatible with maintaining the auditor's independence.
The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audits. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's 2002 Annual Report on Form
10-K for the fiscal year ended December 31, 2002 for filing with the Securities
and Exchange Commission.
AUDIT COMMITTEE
Thomas Bennett, Chairperson
Lennert J. Leader
Samuel H. Jones, Jr.
PRINCIPAL ACCOUNTING FIRM FEES
AUDIT FEES
The aggregate fees billed by the Company's principal accounting firm
PricewaterhouseCoopers LLP for professional services rendered for the audit of
the annual financial statements for the fiscal year ended December 31, 2002 and
review of the financial statements included in the Forms 10-Q for that year were
approximately $280,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP did not perform financial information systems
design and implementation services in 2002. Accordingly, no amounts were billed
by PricewaterhouseCoopers LLP for such services.
4
ALL OTHER FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to the Company, other than services described above under "Audit Fees",
for the fiscal year ended December 31, 2002 were approximately $105,000. The
majority of these fees relate to tax services. The Audit Committee determined
that the provision of the non-audit services provided is compatible with
maintaining the independence of PricewaterhouseCoopers LLP.
COMPENSATION OF DIRECTORS
The Company compensates each of its non-employee directors as follows: each
non-employee director is paid (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.
Non-employee directors participate in the Company's 1995 Director Option
Plan (the "Director Plan"). Under the Director Plan, each non-employee director
who joins the Board is automatically granted a non statutory option to purchase
20,000 shares of Common Stock on the date upon which such person first becomes a
director. In addition, each non-employee director automatically receives a non
statutory option to purchase 5,000 shares of Common Stock on January 1 of each
year, provided the director has been a member of the Board for at least six
months. The exercise price of each option granted under the Director Plan is
equal to the fair market value of the Common Stock on the date of grant. The
20,000 share grant 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 5,000 share grant 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 of the Company. Options
granted under the Director Plan 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 Director Plan.
In accordance with the compensation arrangements described above, the
Company granted options to acquire 5,000 shares of Company common stock to each
of Messrs. Bennett, Chizen, Jones, and Leader under the Director Plan at an
exercise price of $6.29, the closing price of the Company's common stock on
NASDAQ on January 2, 2002.
EXECUTIVE OFFICERS
ALES HOLECEK, SENIOR VICE PRESIDENT, TECHNOLOGY
Mr. Holecek joined Viewpoint in 1996, serving as an Associate Engineer from
August 1996 to November 1999, Director of Engineering from December 1999 through
April 2001, and Senior Vice President of Technology since May 2001. Mr. Holecek
holds a B.S and M.S. in Computer Science from the Czech Technical University in
Prague, Czech Republic.
WILLIAM H. MITCHELL, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Mr. Mitchell has served as Chief Financial Officer of the Company since
August 2003. From July 2002 to August 2003, Mr. Mitchell served as Chief
Financial Officer of MaxWorldwide, Inc., an Internet-based provider of marketing
solutions for advertisers and Web publishers. From January 2001 to July 2002,
Mr. Mitchell served as Chief Financial Officer for Tally Systems, Inc., a
software development company. He served as Executive Vice President and Chief
Financial Officer of Bigfoot Interactive, an Internet advertising company, from
July 1999 to January 2001, and as Chief Operating Officer of Bigfoot Interactive
from October 1998 to July 1999. Mr. Mitchell graduated with an A.B. from
Dartmouth College, an MS./M.B.A. degree from Northeastern University, and became
a licensed certified public accountant in 1982.
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THOMAS MORGAN, SENIOR VICE PRESIDENT, OPERATIONS
Mr. Morgan joined Viewpoint in March 2002 as General Manager of Enterprise
Solutions. Before joining Viewpoint, Mr. Morgan was a senior partner of Fusion
Technologies, Inc., a multi-national IT consulting firm specializing in web
application development and integrated offshore software development. In this
role, he was responsible for all strategic and operational activities of the
Company. Prior to entering the technology industry, Mr. Morgan served as a
corporate and finance attorney in the Boston area. Mr. Morgan holds a Juris
Doctorate from Boston College Law School and a BA in Economics from Harvard
University.
BRIAN O'DONOGHUE, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
Mr. O'Donoghue was an attorney at Milbank, Tweed, Hadley, and McCloy LLP,
specializing in corporate and litigation matters from 1995 until joining the
Company as General Counsel in May 2000. Mr. O'Donoghue received his Juris
Doctorate from Fordham University School of Law in 1995.
6
EXECUTIVE COMPENSATION
The following table presents certain information with respect to annual
compensation and long-term compensation awarded during fiscal years 2000, 2001,
and 2002 to the Company's then-current Chief Executive Officer and its five
other most highly compensated executive officers as of December 31, 2002
(collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
SECURITIES
ANNUAL COMPENSATION UNDERLYING
--------------------------- OTHER ANNUAL COMPANY ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
--------------------------- ---- -------- --------- ------------ ------------ ------------
Robert Rice(1)............. 2002 $330,000 -- $ 16,564(2) -- $12,953(3)
Chairman, President and 2001 330,000 -- $ 18,004(4) 1,200,000 --
Chief Executive Officer 2000 275,000 1,309,959(5) 1,107,160(6) 287,500 --
Paul Kadin(7).............. 2002 200,000 -- -- -- --
Executive Vice President, 2001 200,000 35,000 -- -- --
Business Development 2000 155,589 30,000 -- 460,000 --
Jeff Kaplan(8)............. 2002 206,083 -- -- -- --
Executive Vice President, 2001 219,771 50,000 -- 460,000 --
Business Affairs
Sreekant Kotay(9).......... 2002 200,000 -- -- -- --
Executive Vice President, 2001 200,000 -- -- -- --
Technology Marketing 2000 170,000 -- -- -- --
and Strategy
Brian O'Donoghue........... 2002 200,000 -- -- 200,000 --
Executive Vice President 2001 187,499 -- -- -- --
and General Counsel 2000 100,000 30,000 -- 230,000 --
Anders Vinberg(10)......... 2002 200,000 -- -- -- --
Executive Vice President, 2001 200,000 -- -- -- --
Technology, Engineering 2000 66,667 -- -- 1,185,000 --
and Information Systems
---------------
(1) Currently serving as Executive Chairman of the Board of Directors.
(2) Represents auto allowance of $9,660 and reimbursement in 2002 for taxes
paid for life insurance premiums for 2000 and 2001 and for period beginning
in April 2002 and ending in April 2003.
(3) Represents reimbursement in 2002 for life insurance premiums for 2000 and
2001 and for beginning in April 2002 and ending in April 2003.
(4) Represents auto allowance.
(5) Represents loan forgiveness of $1,244,959, triggered by contractually
specified events which occurred during 2000, and annual bonus of $65,000.
(6) Represents amount reimbursed for the payment of taxes due for the principal
and interest on the loan described in footnote (2) and auto allowance of
$30,500.
(7) Resigned from the Company as of March 2003.
(8) Separated from the Company as of September 2003.
(9) Resigned from the Company as of October 2003.
(10) Resigned from the Company as of December 2002.
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STOCK OPTION GRANTS
The following table presents information regarding stock options granted to
the Named Executive Officers during 2002. In accordance with the rules of the
SEC, also shown below is the potential realizable value over the term of the
option (the period from the grant date to the expiration date) based on assumed
rates of stock appreciation from the option exercise price of 5% and 10%,
compounded annually. These amounts do not represent the Company's estimate of
future stock price. Actual gains, if any, on stock option exercises will depend
on the future performance of Company common stock.
OPTION GRANTS IN 2002
INDIVIDUAL GRANTS
------------------------------------------------------- POTENTIAL REALIZABLE VALUES
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION -----------------------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
---- ---------- ------------- ----------- ---------- ------------ --------------
Brian O'Donoghue........ 200,000(1) 11.98% $4.08 08/08/12 $513,178 $1,300,494
---------------
(1) Twenty-five percent (25%) of the shares subject to the option vest on the
first anniversary of the date of grant and one thirty-sixth vests each month
thereafter.
The following table presents information with respect to options to
purchase Company common stock exercised during fiscal year 2002 by the Named
Executive Officers, and the value of unexercised options at December 31, 2002.
OPTION EXERCISES IN 2002 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT DECEMBER 31, 2002 DECEMBER 31, 2002(1)
ACQUIRED ON VALUE ----------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------ -------------- ----------- -------------
Robert E. Rice.......... -- -- 1,431,644 1,328,021 $761,875 $100,625
Paul Kadin.............. -- -- 352,667 107,333 -- --
Jeff Kaplan............. -- -- 210,833 249,167 -- --
Sreekant Kotay.......... 25,200 $124,526 904,154 116,146 $702,675 $116,146
Brian O'Donoghue........ -- -- 164,834 265,166 -- --
Anders Vinberg.......... -- -- 946,875 238,125 -- --
---------------
(1) The value of unexercised, in-the-money options is the difference between the
exercise price of the options and the fair market value of Company common
stock at December 31, 2002 ($1.87).
AGREEMENTS WITH EXECUTIVE OFFICERS
The Company entered into agreements with Messrs. Amato, Holecek, Mitchell,
Morgan, O'Donoghue, and Rice.
The Company entered into an employment agreement with Mr. Amato in August
2003 for a two-year term. The agreement provides for an annual base salary of
$395,000, a signing bonus of $50,000, and additional bonuses based on the
Company's achievement of certain financial targets. Mr. Amato was granted an
option to acquire 1,250,000 shares of common stock at an exercise price of $0.72
per share, the closing price of the Company's common stock on the day
immediately preceding the commencement of Mr. Amato's employment. Fifty percent
(50%) of the shares subject to the option vest on each of the first and second
anniversaries of Mr. Amato's employment. However, if Mr. Amato's employment is
terminated by the Company without cause (as defined) or by Mr. Amato for good
reason (as defined), Mr. Amato is entitled to receive an amount equal to two
times his base salary and all outstanding options issued to Mr. Amato would
8
immediately vest and become exercisable. In addition, if Mr. Amato's employment
is terminated within one year following a change in control of the Company (as
defined), Mr. Amato would be entitled to receive two times his base salary and
all options issued to Mr. Amato would immediately vest and become exercisable.
The Company entered into an employment agreement with Mr. Holecek in 1996
under which the Company retained Mr. Holecek as Associate Engineer for an annual
base salary of $40,000. Mr. Holecek has been promoted several times since
starting with the Company and now serves as Senior Vice President of Technology
at an annual base salary of $200,000. In 2003, the Company entered into a
termination protection agreement with Mr. Holecek which provides that Mr.
Holecek would be entitled to receive a payment equal to two times his base
salary and all outstanding options issued to Mr. Holecek would vest and become
exercisable in the event that Mr. Holecek's employment is terminated under
certain circumstances following a change in control of the Company.
The Company entered into an employment with Mr. Mitchell in July 2003 under
which Mr. Mitchell agreed to serve as Chief Financial Officer for a two-year
term. The agreement provides for an annual base salary of $225,000, a minimum
annual bonus of $25,000, and an annual discretionary bonus based on the
achievement of management-based objectives of up to $50,000. In accordance with
the agreement, the Company granted to Mr. Mitchell an option to acquire 350,000
shares of common stock at an exercise price of $0.77 per share, the closing
price of the Company's common stock on the day immediately preceding the
commencement of Mr. Mitchell's employment. The agreement further provides that
the Company will grant to Mr. Mitchell an option to acquire an additional
150,000 shares of common stock on the first anniversary of his starting date at
an exercise price equal to the closing price of the Company's common stock on
that day. Twenty-five percent (25%) of the shares subject to the options vest on
the first anniversary of the date of grant and one-thirty-sixth of the remaining
shares vest monthly thereafter. However, if Mr. Mitchell's employment is
terminated by the Company without cause (as defined) or by Mr. Mitchell for good
reason (as defined), within the first year of Mr. Mitchell's employment, Mr.
Mitchell would be entitled to receive an amount equal to 50% of his base salary
and 50% of the unvested portion of issued options would immediately vest in Mr.
Mitchell and become exercisable. If such termination occurs after the first
anniversary of Mr. Mitchell's employment, 100% percent of the shares subject to
issued options would vest in Mr. Mitchell and Mr. Mitchell would be entitled to
receive a payment equal to his base salary. In addition, if the Company enters
into an agreement with a third party in the first year of Mr. Mitchell's
employment that leads to a change in control of the Company (as defined) and Mr.
Mitchell's employment is terminated within one year following the change in
control, Mr. Mitchell would be entitled to receive an amount equal to his base
salary and 50% of unvested options would immediately vest in Mr. Mitchell and
remain exercisable. If the Company enters into an agreement with a third party
that leads to a change in control after the first anniversary of Mr. Mitchell's
employment and Mr. Mitchell's employment is terminated within one year following
the change in control, Mr. Mitchell would be entitled to receive two times his
base salary and the options issued to Mr. Mitchell would immediately vest and
become exercisable.
The Company entered into an employment agreement with Mr. Morgan in March
2002 under which the Company retained Mr. Morgan as General Manager of the
Company's enterprise solutions group at an annual base salary of $175,000 and a
bonus based on revenue generated by the enterprise solutions group. Mr. Morgan's
position at the Company subsequently changed to senior vice president of
operations and Mr. Morgan's salary has been increased to $200,000 per year.
Under the agreement, the Company issued to Mr. Morgan an option to acquire
125,000 shares of common stock at an exercise price of $5.73. Twenty-five
percent (25%) of the shares subject to the option vested on the first
anniversary of the date of grant and one-thirty-sixth of the remaining shares
vest monthly thereafter. In 2003, the Company entered into a termination
protection agreement with Mr. Morgan which provides that Mr. Morgan would be
entitled to receive a payment equal to two times his base salary and all
outstanding options issued to Mr. Morgan would vest and become exercisable in
the event that Mr. Morgan's employment is terminated under certain circumstances
following a change in control of the Company.
The Company entered into an employment agreement with Mr. O'Donoghue in
April 2000 under which Mr. O'Donoghue agreed to serve as General Counsel of the
Company and the Company agreed to pay to Mr. O'Donoghue a base salary of
$150,000 per year and to grant to Mr. O'Donoghue an option to acquire
9
200,000 shares of the Company's common stock. The agreement further provides
that if Mr. O'Donoghue's employment is terminated by the Company without cause
(as defined) or is terminated by Mr. O'Donoghue for good reason (as defined),
Mr. O'Donoghue will receive an amount equal to his base salary and the unvested
portion of all stock options held by Mr. O'Donoghue would immediately vest and
become exercisable. In 2003, the Company entered into a termination protection
agreement with Mr. O'Donoghue which provides that Mr. O'Donoghue would be
entitled to receive a payment equal to three times his base salary and all
outstanding options issued to Mr. O'Donoghue would vest and become exercisable
in the event that Mr. O'Donoghue's employment is terminated under certain
circumstances following a change in control of the Company.
The Company entered into an employment agreement with Mr. Rice in December
2001 under which Mr. Rice agreed to serve as President and Chief Executive
Officer of the Company for a two-year term ending December 31, 2003. The
agreement provides for an annual base salary of $330,000. Under the agreement,
the Company granted to Mr. Rice two options to purchase shares of the Company's
common stock at a price of $3.88 per share, the fair market value of the
Company's common stock on the date of grant. One of the stock option grants
provides Mr. Rice with the option to acquire 200,000 shares, with 25% of the
total grant vesting on the first anniversary of date of grant and the remainder
vesting at the rate of 1/36th per month thereafter. The second option grant
provides Mr. Rice with the option to acquire 1,000,000 shares (the
"Performance-Based Option"). Six and three-tenths percent (6.3%) of the shares
subject to the Performance-Based Option will vest at the end of each fiscal
quarter in which the Company achieves financial goals established by the Board
of Directors. If the Company does not achieve such financial goals, the allotted
shares will not vest and Mr. Rice will have no right to exercise the option with
respect to the allotted shares except in accordance with the following. If there
is a change in control of the Company (as defined in the employment agreement),
a percentage of the unvested portion of the Performance-Based Option will vest
equal to the multiple of the exercise price received by the Company as
consideration in the change in control. For example, if the per share
consideration received by the Company in the change in control is twice the
exercise price of the Performance-Based Option, fifty percent of the unvested
portion of the Performance-Based Option will vest.
Mr. Rice's employment agreement provides that if his employment is
terminated by the Company without cause (as defined in the agreement), or by Mr.
Rice under circumstances where the Company reduced Mr. Rice's duties without his
consent, Mr. Rice would be entitled to immediate vesting of all of his unvested
Company stock options (other than the Performance-Based Option) and severance
pay equal to twice his annual base salary. The Company and Mr. Rice entered into
an amendment to Mr. Rice's employment agreement in July 2003 under which Mr.
Rice and the Company agreed that a change in Mr. Rice's position and title to
Executive Chairman of the Board of Directors would not trigger Mr. Rice's right
to terminate the employment agreement and receive the enhanced separation
benefits. The agreement was further amended to extend Mr. Rice's employment to
December 31, 2004 and to provide that any options vested in Mr. Rice at the
termination of his employment would remain exercisable by Mr. Rice for a period
of three years thereafter. Also in 2003, the Company entered into a termination
protection agreement with Mr. Rice which provides that Mr. Rice would be
entitled to receive a payment equal to three times his base salary and all
outstanding options issued to Mr. Rice would vest and become exercisable in the
event that Mr. Rice's employment is terminated under certain circumstances
following a change in control of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee is a former or current
officer or employee of the Company. No interlocking relationship exists between
any member of the Compensation Committee and any member of any other company's
board of directors or compensation committee.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee administers the Company's stock option plans and
determines the compensation of executive officers of the Company, other than the
Chief Executive Officer whose compensa-
10
tion is determined by all non-employee directors of the Company on the basis of
recommendations submitted by the Compensation Committee.
The Compensation Committee is comprised of only non-employee directors who
are appointed by the Board of Directors.
COMPENSATION PHILOSOPHY
The Company operates in the competitive and rapidly changing environment of
high technology businesses. The Company's compensation philosophy is based on
the belief that achievement in this environment is enhanced by the coordinated
efforts of all individuals working toward common objectives. The goals of the
Company's compensation program are to align compensation with the Company's
business objectives and performance, to foster teamwork and to enable the
Company to attract, retain and reward employees who contribute to the Company's
long-term success.
COMPENSATION COMPONENTS
The Company's executive officers are compensated with a salary and stock
option awards. Certain executive officers are also sometimes eligible for
bonuses. The Committee assesses the past performance and anticipated future
contribution, and considers the total compensation (earned or potentially
available) of each executive officer in establishing each element of
compensation.
Salary. The salaries of the executive officers are determined by the
Committee with reference to salaries paid to executives with similar
responsibilities at comparable companies, generally in the high technology
industry. The peer group for each executive officer is composed of executives
whose responsibilities are similar in scope and content. The Company seeks to
set executive compensation levels that are competitive with the average levels
of peer group compensation.
Stock Options. Stock option awards are designed to align the interests of
executives with the long-term interests of the stockholders. The Committee
approves option grants subject to vesting periods (usually 48 months) to retain
executives and encourage sustained contributions. The exercise price of options
is typically not less than the closing market price on the date of grant. These
options will acquire value only to the extent that the price of Company common
stock increases relative to the market price at the date of grant. In some
cases, options only vest if the Company or the individual achieves performance
goals established by the Board of Directors.
Bonus. Although the Company has had incentive compensation plans under
which executive officers may be eligible to receive cash bonuses in prior years,
no such plan was in place for fiscal year 2002. Targets for sales growth and
operating income generally determine whether and to what extent incentive
compensation payments will be made under such plans and individual payments are
typically based on the Company's achievement of these targets. The Committee
approved the payment of a bonus to one executive officer in 2003 in recognition
of his services rendered in 2002. The Company paid no other cash bonuses to
executive officers in or for fiscal year 2002.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Company entered into an employment agreement with Mr. Rice in December
2001 for a two-year term ending December 31, 2003 which provides for an annual
base salary of $330,000. In addition, the Company granted Mr. Rice two options
to purchase shares of the Company's common stock at a price of $3.88 per share,
the fair market value of the Company's common stock on the date of grant. One of
the stock option grants provides Mr. Rice with the option to acquire 200,000
shares, with 25% of the total grant vesting on the first anniversary of the date
of grant and the remainder vesting at the rate of 1/36th per month thereafter.
The second option grant provided Mr. Rice with the option to acquire 1,000,000
shares. Vesting of the right to acquire these shares was primarily conditioned
on the Company's achievement of financial goals established by the Board of
Directors from time to time. If the Company does not achieve such goals, the
allotted shares would not vest in Mr. Rice and Mr. Rice will have no right to
exercise the option with respect to the allotted
11
shares except in limited circumstances involving a change in control of the
Company (as defined in the employment agreement).
In August 2003, the Company retained Mr. Amato to serve as Chief Executive
Officer and entered into an employment agreement with Mr. Amato having a
two-year term and compensation and other provisions approved by the full Board
of Directors. In connection with the retention of Mr. Amato, Mr. Rice and the
Board of Directors agreed that Mr. Rice's role would change to Executive
Chairman and his employment with the Company would be extended to December 31,
2004.
In determining its Chief Executive Officers' compensation, the Company made
reference to several surveys of compensation of chief executive officers of
similarly-situated companies and considered their respective roles in leading
the Company.
COMPENSATION COMMITTEE
Samuel H. Jones, Jr., Chairperson
Thomas Bennett
James E. Crabbe
12
STOCKHOLDER RETURN COMPARISON
The following graph shows a five-year comparison of the cumulative total
return on Company Common Stock from December 31, 1997 and ending December 31,
2002, the CRSP Total Return Index for the NASDAQ Stock Market (U.S. companies)
and the CRSP Total Return Index for the NASDAQ Computer and Data Processing
Services Stocks (SIC 737). The graph assumes that $100 was invested on December
31, 1997, and that all dividends are reinvested. Historic stock price
performance should not be considered indicative of future stock price
performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG VIEWPOINT CORPORATION, THE NASDAQ STOCK MARKET --
US INDEX, AND THE NASDAQ COMPUTER AND DATA PROCESSING INDEX
----------------------------------------------------------------------------------------------------------
MEASUREMENT PERIOD NASDAQ STOCK NASDAQ COMPUTER AND
(FISCAL YEAR COVERED) VIEWPOINT MARKET -- US DATA PROCESSING
----------------------------------------------------------------------------------------------------------
1997 100 100 100
1998 48 141 178
1999 77 261 392
2000 49 158 181
2001 61 125 145
2002 17 87 100
STOCK PERFORMANCE GRAPH
(PERFORMANCE GRAPH)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth certain information as of October 28, 2003
regarding the only persons known by the Company to own, directly or indirectly,
more than five percent of the Company's Common
13
Stock. Except as otherwise indicated, each person has sole voting and investment
power with respect to all shares shown as beneficially owned, subject to
community property laws where applicable.
PERCENTAGE
NUMBER OF OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS(1)
------------------------------------ ---------------- -------------
G. Randall Hecht (2)............................. 3,804,300 8.1
RS Management Co. LLC
RS Investment Management, L.P.
388 Market Street
Suite 200
San Francisco, CA 94111
Computer Associates.............................. 3,744,093 8.0
One Computer Associates Plaza
Islandia, NY 11749
Kevin S. Moore (3)............................... 3,684,810 7.9
The Clark Estates
One Rockefeller Plaza, 31st Floor
New York, NY 10020
James E. Crabbe (4).............................. 3,055,600 6.5
1305 SW Myrtle Court
Portland, OR 97201
(1) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options held by that person that are currently exercisable or exercisable
within 60 days of October 28, 2003 are deemed outstanding. Such shares,
however, are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each stockholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such stockholder's name.
Percentage ownership is based on 45,998,007 shares of Common Stock
outstanding on October 28, 2003.
(2) According to information contained in a 13G filed with the SEC on July 31,
2003 by RS Investment Management Co. LLC, RS Investment Management, L.P.,
and RS Diversified Growth Fund, these shares of the Company's Common Stock
are beneficially owned by (i) RS Investment Management, L.P., a registered
investment advisor, (ii) RS Diversified Growth Fund, a registered investment
company, and (iii) RS Investment Management Co. LLC. RS Investment
Management Co. LLC is the General Partner of RS Investment Management, L.P.
G. Randall Hecht is a control person of RS Investment Management Co. LLC and
RS Investment Management L.P.
(3) These shares of the Company's Common Stock are beneficially owned by (i) The
Clark Estates, Inc, a New York corporation, and (ii) Federal Partners, L.P.,
a limited partnership, the general partner of which is Ninth Floor
Corporation. The Clark Estates, Inc. has the sole power to vote or to direct
the vote and to dispose of or direct the disposition of all the shares. Mr.
Moore is the President and a director of the Clark Estates. Stephen Duff, a
Director of the Company and a nominee for re-election to the Board of
Directors of the Company, is the Chief Investment Officer of The Clark
Estates, Inc. Mr. Duff disclaims beneficial ownership of all but 3,098 of
these shares.
(4) These shares of the Company's Common Stock were beneficially owned by (i)
the James E. Crabbe Revocable Trust, of which Mr. Crabbe is the trustee,
(ii) the Phileo Foundation, of which Mr. Crabbe has investment discretion,
and (iii) the James E. Crabbe IRA, of which Mr. Crabbe has investment
discretion. Mr. Crabbe, who is a Director of the Company and a nominee for
re-election to the Board of Directors of the Company, does not directly own
any shares of the issuer.
14
SECURITY OWNERSHIP OF MANAGEMENT, DIRECTORS, AND NOMINEES
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of October 28, 2003, by the
Company's directors, nominees for election as directors, Named Executive
Officers, and all directors and executive officers as a group. Except as
otherwise indicated, each person has sole voting and investment power with
respect to all shares shown as beneficially owned, subject to community property
laws where applicable.
COMMON
STOCK
NUMBER OF AND PERCENTAGE OF
NAME SHARES VESTED OPTIONS(1) VESTED OPTIONS CLASS(2)
---- ---------------- ----------------- -------------- -------------
Samuel H. Jones, Jr.................. 940,055 200,855 1,140,910 2.5
Thomas Bennett(3).................... -- 16,980 16,980 *
James E. Crabbe...................... 3,055,600 3,594 3,059,194 6.8
Stephen Duff(4)...................... 3,098 2,865 5,963 *
Lennert J. Leader(5)................. -- 16,980 16,980 *
Robert Rice.......................... -- 1,648,102 1,648,102 3.7
Paul Kadin........................... 3,500 -- 3,500 *
Jeffrey J. Kaplan.................... -- 297,083 297,083 *
Sreekant Kotay....................... -- 1,111,688 1,111,688 2.5
Brian O'Donoghue..................... -- 277,501 277,501 *
Anders Vinberg....................... -- -- -- *
All directors and executive officers
as a group (11 persons)............ 3,995,655 2,401,545 6,397,200 14.2
All directors and executive officers
and Computer Associates
International, Inc., The Clark
Estates, Inc. and America Online,
Inc................................ 13,149,558 2,401,545 15,551,103 34.4
---------------
* Percentage of shares beneficially owned is less than one percent of total.
(1) Represents shares issuable upon exercise of options to purchase Company
Common Stock that are exercisable within 60 days of October 28, 2003.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options held by that person that are currently exercisable or exercisable
within 60 days of October 28, 2003 are deemed outstanding. Such shares,
however, are not deemed outstanding for the purposes of computing the
percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each stockholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such stockholder's name.
Percentage ownership is based on 45,998,007 shares of Common Stock
outstanding on October 28, 2003.
(3) Mr. Bennett is Senior Vice President of Computer Associates International,
Inc., which owns 3,744,093 shares of Company Common Stock. Mr. Bennett
disclaims beneficial ownership of the shares owned by Computer Associates.
(4) Mr. Duff is the Chief Investment Officer of the Clark Estates, Inc. The
Clark Estates, Inc. owns 3,684,810 shares of Company Common Stock. Mr. Duff
disclaims beneficial ownership of all but 3,098 of the shares owned by the
Clark Estates, Inc.
15
(5) Mr. Leader is President of AOL Time Warner Ventures, a division of AOL Time
Warner Inc. AOL Time Warner Inc. owns 1,725,000 shares of Company Common
Stock. Mr. Leader disclaims beneficial ownership of the shares owned by AOL
Time Warner Inc.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes the Company's equity compensation plans as
of December 31, 2002:
NUMBER OF SECURITIES
WEIGHTED AVERAGE REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO PRICE OF FUTURE ISSUANCE UNDER
BE ISSUED UPON EXERCISE OUTSTANDING EQUITY COMPENSATION PLANS
OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS, (EXCLUDING SECURITIES
WARRANTS, AND RIGHTS AND RIGHTS REFLECTED IN COLUMN (A))
----------------------- ------------------ ---------------------------
PLAN CATEGORY (A) (B) (C)
------------- ----------------------- ------------------ ---------------------------
Equity compensation
plans approved by
security holders... 9,504,595 3.75 830,858
Equity compensation
plans not approved
by security
holders............ -- -- --
Total................ 9,504,595 3.75 830,858
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, certain officers, and persons who own more than ten
percent of a registered class of the Company's securities, to file with the SEC
reports of ownership and changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater-than ten percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company believes that during the year ended December
31, 2002, its officers, directors and greater-than ten percent stockholders
complied with all Section 16(a) filing requirements.
PROPOSAL TWO:
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee, has
selected PricewaterhouseCoopers LLP, independent accountants, to audit the
Company's financial statements for the fiscal year ending December 31, 2003.
This selection will be presented to the stockholders for ratification at the
Annual Meeting. If the stockholders fail to ratify this selection, the Board of
Directors will reconsider its selection. PricewaterhouseCoopers LLP has audited
the Company's financial statements since the Company's inception. A
representative of PricewaterhouseCoopers LLP is expected to be in attendance at
the Annual Meeting and will have the opportunity to make a statement. The
representative will also be available to respond to appropriate questions.
RECOMMENDATION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S ACCOUNTANTS FOR FISCAL YEAR 2003 AND
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP.
16
OTHER MATTERS
As of the mailing of this proxy statement, the Board of Directors knows of
no other business which will be presented for consideration to be submitted at
the Annual Meeting. However, if any such other business should properly come
before the Annual Meeting, it is the intention of the persons named in the
enclosed proxy card to vote the proxies in respect of any such business in
accordance with their best judgment.
FINANCIAL STATEMENTS
The Company's 2002 Annual Report on Form 10-K/A is incorporated herein by
reference and is being mailed with this proxy statement to stockholders entitled
to notice of the Annual Meeting. In addition, the Company's Quarterly Reports on
SEC Form 10-Q for the periods ending March 31, 2003 and June 30, 2003 are
incorporated herein by reference and are available for inspection with the SEC
or upon request at the executive offices of the Company.
PROPOSALS BY STOCKHOLDERS
Proposals of stockholders intended to be presented at the 2004 Annual
Meeting of Stockholders must be received by the Company on or before July 8,
2004 in order to be eligible for inclusion in the Company's proxy statement and
form of proxy for the meeting, unless the 2004 Annual Meeting of Stockholders is
scheduled to be held before November 10, 2004. If the Company schedules the 2004
Annual Meeting of Stockholders for a date earlier than November 10, 2004, the
Company will announce the date on which the meeting will be held in a filing
with the SEC and proposals of stockholders intended to be presented at the
meeting must be received by the Company a reasonable time before the Company
begins to print and mail proxy materials. Any stockholder proposal must comply
with all applicable rules and regulations of the SEC. Proxies solicited by the
Board of Directors for the 2004 Annual Meeting may confer discretionary
authority to vote on any proposals notice of which is not received by that date.
BY ORDER OF THE BOARD OF DIRECTORS
BRIAN J. O'DONOGHUE
Secretary
New York, New York
November 5, 2003
17
DETACH HERE
PROXY
VIEWPOINT CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 10, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Viewpoint Corporation, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders dated November 5, 2003, and hereby appoints Jerry S. Amato and
William H. Mitchell, and each of them, proxies and attorneys-in-fact, with full
power to each of substitution, on behalf of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of Viewpoint Corporation to be
held at The New York Marriott Marquis Hotel, 1535 Broadway, 9th Floor, New York,
NY 10036, at 10:00 A.M., local time, and at any adjournment or adjournments
thereof, and to vote all shares of Viewpoint Corporation common stock that the
undersigned would be entitled to vote if then and there personally present, on
all matters set forth on the reverse side hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS AND THE
PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING AS THE PROXY HOLDERS DEEM ADVISABLE.
SEE REVERSE SEE REVERSE
SIDE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Viewpoint Corporation
c/o Equiserve Trust Company, N.A.
P.O. Box 8694
Edison NJ 08818-8694
Your Vote Is Important Please Vote Immediately
Vote-by-Internet Vote-by-telephone
Log on to the internet and or call Toll-free
go to http://www.eproxyvote.com/ 1-877-PRX-VOTE
vwpt (1-877-779-8683)
If You Vote Over The Internet Or By Telephone, Please Do Not Mail Your Card
------------------------------------------------------------------------------------------------------------------------------------
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
[X] Please mark
Votes as in
this example.
1. Election of Directors
FOR AGAINST ABSTAIN
NOMINEES: (01) Jerry Amato, (02) Thomas Bennett, 2 To ratify the appointment of [ ] [ ] [ ]
(03) James Crabble, (04) Stephen Duff PricewaterhouseCoopers LLP as
(05) Samuel Jones and (06) Robert E. Rice independent accountants for
Viewpoint for the 2003
FOR WITHHELD fiscal year
[ ] [ ]
3 To transact such other business
as may properly come before the
meeting or any adjournments
thereof.
MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE AT LEFT
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING DATED NOVEMBER 5, 2003.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
[ ] _______________________________________ NOTE: Please sign exactly as name appears on your stock
(Instructions: To withhold authority to certificate. If the stock is registered in the names of
vote for any individual nominee, write two or more persons, each should sign. Executors, administrators,
that nominee's name in the space trustees, guardians, attorneys and corporate officers should
provided below). insert their titles.
Signature:__________________________________ Date:_______________ Signature:__________________________________ Date:_______________