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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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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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, the Registrant paid $10
million and issued 715,000 shares of its common stock to Computer Associates and
is obligated to make additional payments in amounts contingent upon the
attainment of specified Viewpoint revenue and employee retention goals. These
additional payment obligations are in the form of two promissory notes, one of
which is due on June 8, 2001 and the other of which is due on March 8, 2002. The
maximum amount payable under each promissory note is $15 million. The Registrant
currently expects that the amounts due upon maturity of the notes will be
substantially lower than the maximum principal amount.
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 this Current Report on Form 8-K
as soon as practicable, but not later than 60 days after the Current
Report on Form 8-K is 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 this 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 is 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.
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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: September 25, 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.