UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Viewpoint Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
92672P108
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(CUSIP Number)
December 31, 2002
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
Viewpoint Corporation
CUSIP No. 92672P108
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Ellen H. Adams
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF 5) SOLE VOTING POWER
SHARES 172,500
BENEFICIALLY --------------------------------------------------------
OWNED BY 6) SHARED VOTING POWER
EACH 1,879,052
REPORTING --------------------------------------------------------
PERSON 7) SOLE DISPOSITIVE POWER
WITH 172,500
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8) SHARED DISPOSITIVE POWER
1,879,052
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,552
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12) TYPE OF REPORTING PERSON*
IN
NOTE: Issuer reported 40,998,913 shares of common stock, $.001 par value,
outstanding in its Quarterly Report on Form 10-Q dated November 14, 2002.
Item 1(a). Name of Issuer:
Viewpoint Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
498 Seventh Avenue, Suite 1810
New York, New York 10018
Item 2(a). Name of Person Filing:
This statement is filed by:
Ellen H. Adams ("Adams"), with respect to the shares of Common Stock,
$.001 par value per share ("Common Stock") of Viewpoint Corporation (the
"Company") (a) also beneficially owned by CastleRock Management LLC, a Delaware
limited liability company ("Management LLC"), of which Adams is a managing
member, (b) also beneficially owned by CastleRock Asset Management, Inc., a New
York corporation ("Management Inc."), of which Adams is a director, officer and
stockholder, (c) also beneficially owned by CastleRock Money Purchase Pension
Plan ("Retirement Fund"), a money purchase pension plan, over which Adams shares
investment discretion, (d) owned directly by a trust of which Adams is a
trustee, (e) held in a certain account owned directly by Adams and Jonathan R.
Sheer, and (f) held in certain accounts over which Adams shares investment
discretion.
Management LLC beneficially owns all of the 1,046,067 shares of Common
Stock of the Company owned directly by CastleRock Partners, L.P. a Delaware
limited partnership ("Partners I"), of which Management LLC is the general
partner, and all of the 53,172 shares of Common Stock of the Company directly
owned by CastleRock Partners II, L.P. a Delaware limited partnership ("Partners
II"), of which Management LLC is the general partner.
Management Inc. beneficially owns all of the 703,541 shares of Common
Stock of the Company directly owned by CastleRock Fund, Ltd., an international
business company organized in the British Virgin Islands ("Fund"), for which
Management Inc. serves as an investment advisor, and all of the 76,272 shares of
Common Stock of the Company directly owned by certain accounts for which
Management Inc. exercises investment discretion.
Adams is are hereinafter referred to as the "Reporting Person."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of the Reporting Person is:
c/o CastleRock Asset Management, Inc.
101 Park Avenue, 23rd Floor
New York, New York 10178
Item 2(c). Citizenship:
Adams is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
92672P108
Item 4. Ownership.
A. Adams
(a) Amount beneficially owned: 2,051,552
(b) Percent of class: 5.0%
(c) (i) Sole power to vote or direct the vote: 172,500
(ii) Shared power to vote or direct the vote: 1,879,052
(iii) Sole power to dispose or direct the disposition: 172,500
(iv) Shared power to dispose or direct the disposition:
1,879,052
Item 5. Ownership of Five Percent or Less of a Class.
N.A.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N.A.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
N.A.
Item 8. Identification and Classification of Members of the Group.
N.A.
Item 9. Notice of Dissolution of Group.
N.A.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 10, 2003
/s/ Ellen H. Adams
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Ellen H. Adams