UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Viewpoint Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
92672P108
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(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey E. LaGueux, Esq.
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036-6710
(212) 336-2000
November 12, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
(Page 1 of 4 pages)
CUSIP NO.
92672P108
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1. NAME OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7. SOLE VOTING POWER
SHARES 6,828,402
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 6,828,402
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,828,402
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
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14. TYPE OF REPORTING PERSON
CO
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(Page 2 of 4 pages)
AMENDMENT NO. 2
TO
SCHEDULE 13D
This Amendment No. 2 is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, by the Reporting Person and refers
only to information which has materially changed since the filing of Amendment
No. 1 to Schedule 13D by the Reporting Person on May 12, 2003. The items
identified below, or the particular paragraphs of such items which are
identified below, are amended to add the information as set forth below.
Capitalized terms not otherwise defined herein have the meanings ascribed to
them in the original Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of March 26, 2003, Federal Partners, L.P. ("Federal
Partners") purchased from the Issuer in a private placement transaction a 4.95%
Subordinated Note due 2006 in the principal amount of $3,050,000 (the "Note")
with interest payable quarterly and 3,150,002 shares of Common Stock (the "March
2003 Shares") for an aggregate purchase price of $3,050,000 pursuant to a
Securities Purchase Agreement (the "March 2003 Purchase Agreement").
In connection with this private placement, the Issuer agreed
pursuant to a Registration Rights Agreement (the "March 2003 Registration Rights
Agreement") to file a Registration Statement with the SEC with respect to the
March 2003 Shares and certain other shares of Common Stock issued in connection
with this private placement.
Effective as of November 12, 2003, Federal Partners purchased from
the Issuer in a private placement transaction an additional 3,125,000 shares of
Common Stock (the "November 2003 Shares" and together with the March 2003
Shares, the "Shares") for an aggregate purchase price of $2,500,000 pursuant to
a Stock Purchase Agreement (the "November 2003 Stock Purchase Agreement").
In connection with this private placement, the Issuer agreed
pursuant to a Registration Rights Agreement (the "November 2003 Registration
Rights Agreement") to file a Registration Statement with the SEC with respect to
the November 2003 Shares.
Federal Partners is a limited partnership, the general partner of
which is Ninth Floor Corporation. The Reporting Person provides management and
administrative services to Federal Partners. The purchase price for the Shares
and the Note was provided by funds available for investment by accounts for
which the Reporting Person provides management and administrative services.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 6,828,402 shares of Common Stock beneficially owned by the
Reporting Person, 6,275,002 of which are held of record by Federal Partners,
constitute approximately
(Page 3 of 4 pages)
13.9% of the outstanding shares of the Common Stock, computed in accordance with
the provisions of SEC Rule 13d-3(d)(1) (based upon an aggregate of 49,123,007
outstanding shares of the Common Stock as of November 11, 2003, as disclosed in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
2003).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except for the March 2003 Securities Purchase Agreement, the Note,
the March 2003 Registration Rights Agreement, the November 2003 Stock Purchase
Agreement and the November 2003 Registration Rights Agreement, neither the
Reporting Person nor (to the best knowledge of the Reporting Person) any of its
executive officers or directors has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer or voting of any of
such securities, finder's fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
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.
Date: November 17, 2003 THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
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Name: Kevin S. Moore
Title: President
(Page 4 of 4 pages)