<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-Q

(MARK ONE)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM                TO                .

                         COMMISSION FILE NUMBER 0-27168

                             VIEWPOINT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      95-4102687
           (STATE OF INCORPORATION)               (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>

                498 SEVENTH AVE., SUITE 1810, NEW YORK, NY 10018
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (212) 201-0800
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes [X]  No [ ]

     As of May 2, 2001, there were outstanding 38,120,621 shares of the
registrant's Common Stock, $0.001 par value per share, which is the only
outstanding class of common or voting stock of the registrant.

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<PAGE>   2

                             VIEWPOINT CORPORATION

                                   FORM 10-Q

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements........................................    3
          Consolidated Balance Sheets -- March 31, 2001 (unaudited)
          and December 31, 2000
          Consolidated Statements of Operations -- Three months ended
          March 31, 2001 and 2000 (unaudited)
          Consolidated Statements of Cash Flows -- Three months ended
          March 31, 2001 and 2000 (unaudited)
          Notes to Consolidated Financial Statements
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................    8
Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk........................................................   13
PART II.  OTHER INFORMATION
Item 6.   Exhibits and Reports on Form 8-K............................   14
SIGNATURES............................................................   15
</TABLE>

                                        2
<PAGE>   3

                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             VIEWPOINT CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               MARCH 31,      DECEMBER 31,
                                                                  2001            2000
                                                              ------------    ------------
                                                              (UNAUDITED)      (AUDITED)
<S>                                                           <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................   $   8,174       $  13,320
  Marketable securities.....................................      20,216          15,713
  Accounts receivable, net..................................       2,486           2,101
  Notes receivable from related parties, net................         750           1,620
  Prepaid expenses and other current assets.................       2,174           1,957
  Current assets related to discontinued operations.........         162           5,662
                                                               ---------       ---------
          Total current assets..............................      33,962          40,373
Property and equipment, net.................................       5,607           5,622
Goodwill and other intangibles..............................      51,771          56,111
Other assets................................................         154             179
Non-current assets related to discontinued operations.......         114             114
                                                               ---------       ---------
          Total assets......................................   $  91,608       $ 102,399
                                                               =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................   $   2,644       $   3,402
  Accrued expenses..........................................       1,098             861
  Deferred revenues.........................................         754             636
  Accrued incentive compensation............................         545             546
  Current liabilities related to discontinued operations....         828             615
                                                               ---------       ---------
          Total current liabilities.........................       5,869           6,060

Stockholders' equity:
Preferred stock, $.001 par value; 5,000 shares
  authorized-none issued and outstanding at March 31, 2001
  and December 31, 2000.....................................          --              --
Common stock, $.001 par value; 75,000 shares
  authorized -- 38,028 and 37,964 shares issued and
  outstanding at March 31, 2001 and December 31, 2000,
  respectively..............................................          38              38
Paid-in capital.............................................     264,968         264,698
Deferred compensation.......................................     (20,411)        (22,595)
Treasury stock at cost; 160 shares at March 31, 2001........      (1,015)             --
Accumulated other comprehensive income......................          22              12
Accumulated deficit.........................................    (157,863)       (145,814)
                                                               ---------       ---------
          Total stockholders' equity........................      85,739          96,339
                                                               ---------       ---------
          Total liabilities and stockholders' equity........   $  91,608       $ 102,399
                                                               =========       =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        3
<PAGE>   4

                             VIEWPOINT CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------    -------
<S>                                                           <C>         <C>
Revenues:
  Licenses..................................................  $  1,908    $    25
  Services..................................................       883        137
                                                              --------    -------
          Total revenues....................................     2,791        162
Cost of revenues............................................       906         --
                                                              --------    -------
          Gross profit......................................     1,885        162
                                                              --------    -------
Operating expenses:
  Sales and marketing (excluding non-cash stock-based
     compensation charges totaling $596 in 2001 and $2,554
     in 2000)...............................................     4,579      1,104
  Research and development (excluding non-cash stock-based
     compensation charges totaling $740 in 2001 and $979 in
     2000)..................................................     1,319        677
  General and administrative (excluding non-cash stock-based
     compensation charges totaling $407 in 2001 and $323 in
     2000)..................................................     2,165      1,488
  Non-cash stock-based compensation charges.................     1,743      3,856
  Amortization of goodwill and other intangibles............     4,137         38
  Depreciation..............................................       415         92
                                                              --------    -------
          Total operating expenses..........................    14,358      7,255
                                                              --------    -------
Loss from operations........................................   (12,473)    (7,093)
Other income................................................       424        521
                                                              --------    -------
Loss before minority interest in loss of subsidiary.........   (12,049)    (6,572)
Minority interest in loss of subsidiary.....................        --        685
                                                              --------    -------
Net loss from continuing operations.........................   (12,049)    (5,887)
Income on disposal of discontinued operations...............        --      1,265
                                                              --------    -------
Net loss....................................................  $(12,049)   $(4,622)
                                                              ========    =======
Basic and diluted net loss per share:
  Net loss per common share from continuing operations......  $  (0.32)   $ (0.22)
  Net income per common share from discontinued
     operations.............................................        --       0.05
                                                              --------    -------
          Net loss per common share.........................  $  (0.32)   $ (0.17)
                                                              ========    =======
Weighted average number of shares outstanding -- basic and
  diluted...................................................    37,985     26,804
                                                              ========    =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        4
<PAGE>   5

                             VIEWPOINT CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              --------------------
                                                                2001        2000
                                                              --------    --------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss....................................................  $(12,049)   $ (4,622)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Net income on disposal of discontinued operations.........        --      (1,265)
  Amortization of deferred compensation.....................     1,743       3,856
  Depreciation and amortization.............................     4,552         130
  Reserve of notes receivable...............................      (145)         --
  Minority interest in loss of subsidiary...................        --        (685)
  Changes in operating assets and liabilities:
     Accounts receivable....................................      (182)        111
     Prepaid expenses and other assets......................      (192)        711
     Accounts payable.......................................      (758)        389
     Accrued expenses.......................................       237         (65)
     Deferred revenues......................................       272        (183)
     Net cash provided by (used) in discontinued
      operations............................................     5,713      (5,241)
                                                              --------    --------
       Net cash used in operating activities................      (809)     (6,864)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment.........................      (400)     (1,250)
Purchases of marketable securities..........................   (17,328)    (26,442)
Proceeds from maturities of marketable securities...........    12,850      30,100
Repayment of notes receivable from related party............        --       1,000
Net cash used in discontinued operations....................        --         (84)
                                                              --------    --------
       Net cash provided by (used in) investing
        activities..........................................    (4,878)      3,324
CASH FLOWS FROM FINANCING ACTIVITIES
Collection of subscription receivable related to subsidiary
  common stock..............................................        --       1,000
Proceeds from exercise of stock options.....................       556       9,363
                                                              --------    --------
       Net cash provided by financing activities............       556      10,363
Effect of exchange rates on cash............................       (15)          8
                                                              --------    --------
Net increase (decrease) in cash and cash equivalents........    (5,146)      6,831
Cash and cash equivalents at beginning of period............    13,320       4,480
                                                              --------    --------
Cash and cash equivalents at end of period..................  $  8,174    $ 11,311
                                                              ========    ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        5
<PAGE>   6

                             VIEWPOINT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION

     The accompanying unaudited consolidated financial statements include the
accounts of Viewpoint Corporation and its subsidiaries (collectively "Viewpoint"
or the "Company"). All significant intercompany accounts and transactions have
been eliminated in consolidation.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statement presentation. In the opinion of management, the accompanying
consolidated balance sheets and related interim consolidated statements of
operations and cash flows include all adjustments (consisting only of normal
recurring items) considered necessary for their fair presentation. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates. The consolidated results of
operations for the period ended March 31, 2001 are not necessarily indicative of
results to be expected for the year ending December 31, 2001. The information
included in this Form 10-Q should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto as of December 31,
2000 and 1999, and for the three years in the period ended December 31, 2000, as
filed on Form 10-K.

     Certain reclassifications have been made to the 2000 consolidated financial
statements to conform to the 2001 presentation.

REVENUE RECOGNITION

     The Company recognizes revenue in accordance with Statement of Position
97-2, "Software Revenue Recognition," as amended. Accordingly, revenue from
software arrangements involving multiple elements (e.g., software products,
upgrades/enhancements, post contract customer support, etc.) is allocated to
each element based on the relative fair value of the elements. The determination
of fair value is based on objective evidence, which is specific to the Company.

     License Revenue is recognized over the term of the license in a time-based
broadcast license model and up-front in a perpetual broadcast license model.

     Service revenue, which consists of fees for professional services, is
recognized as the services are performed or, if no pattern of performance is
discernible, on a straight-line basis over the period during which the services
are performed.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements," which gives additional guidance in applying generally accepted
accounting principles to revenue recognition in the financial statements. The
Company was in compliance with the provisions of SAB No. 101.

2. NET LOSS PER COMMON SHARE

     Basic net loss per common share is computed using the weighted average
number of shares of common stock and diluted net loss per common share is
computed using the weighted average number of shares of common stock and common
equivalent shares outstanding. Common equivalent shares related to stock options
and warrants are excluded from the computation of diluted net loss per common
share because their effect was antidilutive.

                                        6
<PAGE>   7
                             VIEWPOINT CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. DISCONTINUED OPERATIONS

     In December 1999, the Board of Directors of the Company approved a plan to
focus exclusively on its digital marketing technologies and services and to
correspondingly divest itself of its prepackaged graphics software business.
Accordingly, these operations are reflected as discontinued operations for all
periods presented in the accompanying consolidated statements of operations.

     The Company recorded an adjustment to net loss on disposal of discontinued
operations of $1,265,000 during the three months ended March 31, 2000 as a
result of better than expected net revenues during the quarter from the
discontinued business. The provision for loss on disposal of discontinued
operations is an estimate and subject to change. Changes in estimates will be
accounted for prospectively and included in income (loss) on disposal of
discontinued operations.

4. RELATED PARTY TRANSACTIONS

     In connection with the acquisition of Real Time Geometry Corp. ("RTG") in
December 1996, the Company entered into a noncompetition agreement with one of
RTG's founders who was a former executive of the Company. In addition, the
Company loaned $2,000,000 to the former executive. The loan, which accrued
interest semi-annually at 5.67% and was payable on January 15, 2001, was
collateralized by shares of common stock of the Company owned by the former
executive. As of December 31, 2000, the Company recorded a reserve against the
loan in the amount of $1,442,000, which represented the unsecured portion of the
loan as of December 31, 2000. The former executive defaulted on the loan and the
Company took possession of the collateral on January 16, 2001. As a result, the
Company recorded treasury stock based on the closing price of the Company's
common stock on January 16, 2001.

5. SUBSEQUENT EVENTS

     On April 19, 2001, the Company entered into an agreement with Computer
Associates International. Inc. ("Computer Associates") regarding, among other
things, the waiver of transfer restrictions applicable to shares received by
Computer Associates under the Exchange Agreement, dated as of August 10, 2000,
between the Company and Computer Associates (the "Exchange Agreement") to enable
Computer Associates to sell 1,000,000 shares of Viewpoint common stock to a
third party in a private transaction. The Company agreed to register the
1,000,000 shares under the Securities Act of 1933. Under the agreement entered
into on April 19, 2001, Computer Associates agreed to accept newly-issued shares
of Viewpoint common stock in partial repayment of a promissory note due June 8,
2001 and issued by the Company in connection with its acquisition of all of the
outstanding capital stock of Viewpoint Digital Inc.

     On May 9, 2001, the Company and Computer Associates entered into a
subsequent agreement (the "Agreement") under which, among other things:

     - The Company agreed to waive transfer restrictions applicable to an
       additional 2,400,000 unregistered shares (the "Shares") of the Company's
       common stock received by Computer Associates in accordance with the
       Exchange Agreement to enable Computer Associates to transfer the Shares
       to third parties in private transactions;

     - The Company agreed to register the Shares under the Securities Act of
       1933; and

     - Computer Associates agreed to accept, at the Company's election, either
       cash or newly-issued, unregistered shares of Viewpoint common stock in
       repayment of (a) any additional amounts due under the promissory note due
       June 8, 2001, (b) any amounts due under the agreement entered into on
       April 19, 2001, and, (c) to the extent Computer Associates realizes
       proceeds from the sale of the Shares as well as the shares sold by
       Computer Associates under the agreement entered into on April 19, 2001 in
       excess of the amounts due under clauses (a) and (b), in repayment of a
       promissory note due April 30, 2002.

                                        7
<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion should be read in conjunction with the unaudited
consolidated financial statements and notes thereto.

     The discussion and analysis below contains trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," and variations of such
words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual results could differ materially from those expressed
or forecasted in any such forward-looking statements as a result of certain
factors, including those set forth in "Factors That May Affect Future Operating
Results," as well as those discussed elsewhere in the Company's SEC reports,
including without limitation, the Company's audited consolidated financial
statements and notes thereto as of December 31, 2000 and 1999, and for the three
years in the period ended December 31, 2000, as filed on Form 10-K.

OVERVIEW

     Viewpoint Corporation, a Delaware corporation ("Viewpoint" or the
"Company") is focused on providing digital marketing technologies and services
for creating and deploying virtual products centered on the Company's Viewpoint
Experience Technology for marketing and e-commerce on the Web environment.

     Until December 1999, the Company was primarily engaged in the development,
marketing, and sales of prepackaged software graphics products. Its principal
products were computer graphics "painting" tools and photo imaging software
products. With its acquisition of Real Time Geometry Corporation in December
1996, however, the Company became involved, on a limited basis, in the
development of technologies designed to make practical the efficient display and
deployment of rich media on the Internet.

     In June 1999, the Company increased its commitment to the development of
rich media internet technologies and formed Metastream.com Corporation
("Metastream") to operate a business exploiting these technologies. The Company
originally held an 80% equity interest in Metastream with Computer Associates
International, Inc. ("Computer Associates") holding the remaining 20% equity
interest. This 20% interest was acquired by the Company in November 2000.

     In December 1999, the Board of Directors of the Company approved a plan to
focus exclusively on the internet technologies of its majority-owned subsidiary
and to correspondingly divest the Company of all its prepackaged software
business. By April 2000, the Company had sold substantially all of its
prepackaged software product lines.

     In September 2000, the Company acquired Viewpoint Digital, Inc. ("Viewpoint
Digital"), a wholly-owned subsidiary of Computer Associates. Viewpoint Digital
publishes the world's largest library of 3D digital content and provides
creative 3D services to thousands of customers in entertainment, advertising,
visual simulation, computer-based training and corporate communications.

     The Company's primary initiatives include:

     - Licensing technology for specific marketing visualization solutions;

     - Providing a full range of fee-based professional services for
       implementing marketing visualization solutions;

     - Forging technological alliances with leading interactive agencies and web
       content providers; and

     - Maximizing market penetration and name recognition.

     Viewpoint believes that its success will depend largely on its ability to
extend its technology and market leadership in e-commerce visualization.
Accordingly, Viewpoint intends to invest heavily in research and

                                        8
<PAGE>   9

development and sales and marketing. Revenues from continuing operations
primarily have been from the sale of technology licenses and fee based
professional services.

     In light of its recent change in strategic focus, Viewpoint has a limited
operating history upon which an evaluation of the Company and its prospects can
be based. Viewpoint prospects must be considered in light of the risks and
difficulties frequently encountered by early stage technology companies. There
can be no assurance that Viewpoint will achieve or sustain profitability.
Viewpoint has had significant quarterly and annual operating losses since its
inception, and as of March 31, 2001, had an accumulated deficit of $157,863,000.

OPERATING RESULTS

REVENUES

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED MARCH 31,
                                                           -----------------------------
                                                            2001      % CHANGE     2000
                                                           -------    ---------    -----
                                                              (DOLLARS IN THOUSANDS)
<S>                                                        <C>        <C>          <C>
Total revenues...........................................  $2,791       1,623%     $162
</TABLE>

     Total revenues of $2,791,000 for the three months ended March 31, 2001 were
comprised of $1,908,000 in license fees and $883,000 in fee-based professional
services. Total revenues of $162,000 for the three months ended March 31, 2000
were comprised of $25,000 in license fees and $137,000 in fee-based professional
services.

COST OF REVENUES

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED MARCH 31,
                                                           ------------------------------
                                                            2001      % CHANGE      2000
                                                           -------    ---------    ------
                                                               (DOLLARS IN THOUSANDS)
<S>                                                        <C>        <C>          <C>
Cost of revenues.........................................  $  906         N/A      $  --
As % of net revenues.....................................      32%                    --%
</TABLE>

     Cost of revenues consist primarily of salaries and consulting fees for
those who provide fee-based professional services.

SALES AND MARKETING (EXCLUDING NON-CASH STOCK- BASED COMPENSATION CHARGES
TOTALING $596 IN 2001 AND $2,554 IN 2000)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED MARCH 31,
                                                          ----------------------------
                                                           2001     % CHANGE     2000
                                                          ------    --------    ------
                                                             (DOLLARS IN THOUSANDS)
<S>                                                       <C>       <C>         <C>
Sales and marketing.....................................  $4,579       315%     $1,104
As % of net revenues....................................     164%                  682%
</TABLE>

     Sales and marketing expenses consist primarily of salaries and benefits,
consulting fees, travel expenses, advertising and tradeshow costs related to the
Company's sales and marketing efforts. The 315% increase in sales and marketing,
is primarily due to an increase in salaries and benefits, recruiting fees and
travel expenses related to an increase in personnel.

RESEARCH AND DEVELOPMENT (EXCLUDING NON-CASH STOCK-BASED COMPENSATION CHARGES
TOTALING $740 IN 2001 AND $979 IN 2000)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED MARCH 31,
                                                           -----------------------------
                                                            2001      % CHANGE     2000
                                                           -------    ---------    -----
                                                              (DOLLARS IN THOUSANDS)
<S>                                                        <C>        <C>          <C>
Research and development.................................  $1,319          95%     $677
As % of net revenues.....................................      47%                  418%
</TABLE>

                                        9
<PAGE>   10

     The 95% increase in research and development expenses is primarily due to
an increase in salaries and benefits related to increased internal development
personnel in connection with the further development of Viewpoint Experience
Technology. The Company expects research and development expenses to continue to
increase in future periods, but such expenses may vary as a percentage of net
revenues.

GENERAL AND ADMINISTRATIVE (EXCLUDING NON-CASH STOCK-BASED COMPENSATION CHARGES
TOTALING $407 IN 2001 AND $323 IN 2000)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED MARCH 31,
                                                          ----------------------------
                                                           2001     % CHANGE     2000
                                                          ------    --------    ------
                                                             (DOLLARS IN THOUSANDS)
<S>                                                       <C>       <C>         <C>
General and administrative..............................  $2,165        45%     $1,488
As % of net revenues....................................      78%                  919%
</TABLE>

     General and administrative expenses primarily consist of corporate overhead
of the Company, which includes salaries and benefits costs related to finance
and administration personnel along with other administrative costs such as
legal, accounting, investor relations, and insurance expense. The 45% increase
in general and administrative expenses is primarily attributable to an increase
in salaries and benefits costs related to an increase in personnel.

NON-CASH STOCK-BASED COMPENSATION CHARGES

     In connection with the grant of stock options in Metastream to certain
employees and non-employee directors during 1999 and 2000, the Company recorded
deferred compensation representing the difference between the fair value of
Metastream's common stock and the exercise price of the options at the date of
grant. Stock-based compensation expense is recognized over the vesting schedule
of the underlying options.

     Stock based compensation decreased from $3,856,000 for the three months
ended March 31, 2000 to $1,743,000 for the three months ended March 31, 2001.
The decrease is primarily attributable to vesting on certain options granted
below fair value during the three months ended March 31, 2000 and the forfeiture
of employee stock options. The Company does not anticipate issuing additional
options below fair market value.

AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES

     Amortization of goodwill and other intangibles, which increased from
$38,000 during the three months ended March 31, 2000 to $4,137,000 during the
months ended March 31, 2001, is primarily attributable to the amortization of
intangibles recorded as part of the acquisition of Viewpoint Digital and the
acquisition of Computer Associates' minority interest in Metastream.

DEPRECIATION

     Depreciation increased from $92,000 for the three months ended March 31,
2000 to $415,000 for the three months ended March 31, 2001. This increase is
primarily the result of property and equipment additions during 2000 and 2001.

OTHER INCOME

     Other income, which decreased from $521,000 during the three months ended
March 31, 2000 to $424,000 during the three months ended March 31, 2001,
primarily consists of interest and investment income on cash and marketable
securities. As a result, other income fluctuates with changes in the Company's
cash and marketable securities balances and market interest rates.

MINORITY INTEREST IN LOSS OF SUBSIDIARY

     Metastream, originally a joint initiative between the Company and Computer
Associates, was formed in June 1999. For financial reporting purposes, the
assets, liabilities and operations of Metastream were included in the Company's
consolidated financial statements. Computer Associates and another minority
shareholder's

                                        10
<PAGE>   11

combined 20% interest in Metastream was recorded as minority interest in the
Company's consolidated balance sheets, and the losses attributed to their
combined 20% interest were reported as minority interest in the Company's
consolidated statements of operations. In November 2000, the Company acquired
the minority interest in Metastream by issuing approximately 5,578,000 shares of
Company common stock in exchange for 4,850,000 shares of Metastream common
stock.

DISCONTINUED OPERATIONS

     In December 1999, the Board of Directors of the Company approved a plan to
focus exclusively on its digital marketing technologies and services and to
correspondingly divest itself of its prepackaged graphics software business.
Accordingly, these operations are reflected as discontinued operations for all
periods presented in the accompanying consolidated statements of operations.

     The Company recorded an adjustment to net loss on disposal of discontinued
operations of $1,265,000 during the three months ended March 31, 2000 as a
result of better than expected net revenues during the quarter from the
discontinued business. The provision for loss on disposal of discontinued
operations is an estimate and subject to change. Changes in estimates will be
accounted for prospectively and included in income (loss) on disposal of
discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and investments totaled $28,390,000 at March 31, 2001, down from
$29,033,000 at December 31, 2000. Net cash used in operating activities of the
Company totaled $809,000 for the three months ended March 31, 2001, compared to
$6,864,000 for the three months ended March 31, 2000. Net cash used in operating
activities for the three months ended March 31, 2001 primarily resulted from a
$12,049,000 net loss from continuing operations, offset by $5,713,000 in net
cash provided by discontinued operations, $1,743,000 in non-cash stock-based
compensation charges and $4,552,000 in depreciation and amortization. Net cash
used in operating activities for the three months ended March 31, 2000 primarily
resulted from a $5,887,000 net loss from continuing operations and $5,241,000 in
net cash used in discontinued operations, offset by $3,856,000 in non-cash
stock-based compensation charges.

     Net cash used in investing activities totaled $4,878,000 for the three
months ended March 31, 2001, compared to net cash provided by investing
activities of $3,324,000 for the three months ended March 31, 2000. Net cash
used in investing activities for the three months ended March 31, 2001 primarily
resulted from $4,478,000 in net purchases of marketable securities. Net cash
provided by investing activities for the three months ended March 31, 2000
primarily resulted from $3,658,000 in net proceeds from maturities of marketable
securities and $1,000,000 from the repayment of a note receivable from a related
party, net of $1,250,000 used in purchases of property and equipment.

     Net cash provided by financing activities totaled $556,000 and $10,363,000
for the three months ended March 31, 2001 and 2000, respectively, primarily
resulting from proceeds received from the exercise of stock options by the
Company's employees during the respective periods. In addition, during the three
months ended March 31, 2000, the Company collected $1,000,000 of a subscription
receivable related to common stock of Metastream.

     The Company believes that its current cash and marketable securities
balances and cash provided by future operations, if any, are sufficient to meet
its operating cash flow needs and anticipated capital expenditure requirements
through at least the next twelve months. In addition, the Company may pursue
additional debt or equity financing to augment their working capital position;
however, there can be no assurance that the Company can obtain financing at
terms acceptable to the Company.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Words
such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," and variations of such words and similar expressions are intended
to identify

                                        11
<PAGE>   12

such forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual results could differ materially from
those expressed or forecasted in any such forward-looking statements as a result
of certain factors, including those listed below.

     Shares of the Company's common stock are speculative in nature and involve
a high degree of risk. The risks set forth below are described in more detail in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
and should be considered carefully. The risks described below are not the only
ones facing the Company. Many factors could cause our results to be different,
including the following risk factors and other risks described in this document.
If any of the following risks occur, our business would likely be adversely
affected and the trading price of the Company's common stock could decline. This
could result in a loss of all or part of your investment.

     - We Have a Limited Operating History that Makes an Evaluation of Our
       Business Difficult;

     - We Have a History of Losses and Expect to Incur Losses in the Future;

     - Our Future Revenues May Be Unpredictable and May Cause Our Quarterly
       Results to Fluctuate;

     - We May be Unable to Meet our Future Capital Requirements;

     - Our Stock Price is Volatile and May Continue to Fluctuate in the Future;

     - If the Internet Does Not Continue to Expand as a Widespread Commerce
       Medium, Demand for Our Products and Technologies May Decline
       Significantly;

     - Our Market Is Characterized by Rapidly Changing Technology, and if We Do
       Not Respond in a Timely Manner, Our Products and Technologies May Not
       Succeed in the Marketplace;

     - Potential Delays in Product Releases Could Harm Our Business;

     - Undetected Errors in Our Products and Technologies Could Result in
       Adverse Publicity, Reduced Market Acceptance or Lawsuits by Customers;

     - In Order to Increase Market Awareness of Our Products and Generate
       Increased Revenue We Need to Expand our Sales and Marketing Capabilities;

     - We May Be Unable to Protect Our Intellectual Property Rights and We May
       Be Liable For Infringing the Intellectual Property Rights of Others;

     - Security Risks Could Limit the Growth of E-commerce and Expose Us to
       Litigation or Liability;

     - Increasing Government Regulation Could Increase Our Cost of Doing
       Business or Increase Our Legal Exposure;

     - We Recently Acquired Viewpoint Digital And May Need to Enter Into Other
       Business Combinations and Strategic Alliances Which Could Be Difficult to
       Integrate and May Disrupt Our Business;

     - The Loss of Any of Our Key Personnel Would Harm Our Business;

     - Our Revenues Could be Negatively Affected by the Loss of Strategic
       Partners;

     - Our Future Success Depends on Our Ability to Identify, Hire, Train and
       Retain Highly Qualified Employees;

     - Our Charter Documents Could Make it More Difficult for a Third Party to
       Acquire us;

     - Our Business is Subject to General Economic Conditions.

                                        12
<PAGE>   13

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which established accounting and reporting
standards for derivative instruments and hedging activities. SFAS No. 133 is
effective for fiscal years beginning after June 15, 2000. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. To
date, we have not engaged in derivative and hedging activities.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is subject to concentration of credit risk and interest rate
risk related to cash equivalents and marketable securities. The Company does not
have any derivative financial instruments as of March 31, 2001. Credit risk is
managed by limiting the amount of securities placed with any one issuer,
investing in high-quality marketable securities and securities of the U.S.
government and limiting the average maturity of the overall portfolio. The
majority of the Company's portfolio, which is classified as available-for-sale,
is composed of fixed income securities that are subject to the risk of market
interest rate fluctuations, and all of the Company's securities are subject to
risks associated with the ability of the issuers to perform their obligations
under the instruments. The Company may suffer losses in principal if forced to
sell securities, which have declined in market value due to changes in interest
rates.

                                        13
<PAGE>   14

                           PART II. OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

     None

ITEM 2.  CHANGES IN SECURITIES

     None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5.  OTHER INFORMATION

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                          EXHIBIT TITLE
-------                         -------------
<S>      <C>
10.1     Letter Agreement between the Registrant and Fred Brown dated
         March 29, 2001.
</TABLE>

(b) Reports on Form 8-K

None.

                                        14
<PAGE>   15

                                   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, thereunto duly authorized.

                                          VIEWPOINT CORPORATION
                                          (Registrant)

                                          /s/      JEFFREY J. KAPLAN
                                          --------------------------------------
                                                    Jeffrey J. Kaplan
                                               Executive Vice President and
                                                 Chief Financial Officer

Date: May 15, 2001

                                        15