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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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. 1
to its Current Report on Form 8-K, filed with the Commission on September 25,
2000.
Item 2. Acquisition or Disposition of Assets.
On Friday, September 8, 2000, the Registrant purchased all of the
outstanding capital stock of Viewpoint Digital, Inc., a wholly-owned subsidiary
of Computer Associates International Inc. Computer Associates International Inc.
owns approximately 17.7% of the outstanding capital stock of Metastream
Corporation, a subsidiary the Registrant.
As consideration for the shares of Viewpoint Digital, the Company paid
$10 million in cash and issued 715,000 shares of Company common stock and two
promissory notes to Computer Associates. One promissory note matures on June 8,
2001 and is payable in an amount equal to $15 million less any losses incurred
by Viewpoint Digital over the period beginning on September 8, 2000 and ending
on June 8, 2001 and less the amount, if any, by which $9.8 million exceeds the
revenues of Viewpoint Digital over the period. The other promissory note
matures on March 8, 2002 and is payable in an amount equal to $15 million less
the amount, if any, by which $14 million exceeds the revenues of Viewpoint
Digital over the period beginning on June 8, 2001 and ending on March 8, 2002.
The amounts payable under each promissory note is subject to further reduction
to the extent that greater than 5% of the personnel employed by Viewpoint
Digital at the time of the acquisition no longer remained employed as of the
maturity dates of the promissory notes. If the 5% threshold is reached, the
amounts payable under each promissory note will be multiplied by a fraction, the
numerator of which is the number of Viewpoint Digital personnel employed by
Viewpoint Digital as of September 8, 2000 who remain employed by Viewpoint
Digital through the maturity date of each promissory note and the denominator of
which is the number of Viewpoint Digital personnel employed by Viewpoint Digital
as of September 8, 2000.
Viewpoint Digital publishes what the Company believes to be the world's
largest library of 3D digital content and provides creative 3D services for
entertainment, advertising, visual stimulation, computer-based training and
corporate communications applications. Viewpoint also facilitates the widespread
use of 3D graphics technology for businesses and consumers through Web-based and
e-commerce solutions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired:
The financial statements of the business acquired as required by this
Item 7(a) will be filed by amendment to the Current Report on Form 8-K,
as soon as practicable, but not later than 60 days after the Current
Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information:
The pro forma financial information as required by this Item 7(b) will
be filed by amendment to the Current Report on Form 8-K, as soon as
practicable, but not later than 60 days after the date the Current
Report on Form 8-K was required to be filed.
(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 filed with the Commission on September, 25, 2000.
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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: October 31, 2000 By: /s/ Robert E. Rice
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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 filed with the Commission on September,
25, 2000.
