##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-K/A
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008.
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition period from _____________ to _____________.
 Commission File Number: 0-29020
 ViewCast.com, Inc.
  Delaware
    
    75-2528700(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)3701 W. Plano Parkway, Suite 300, Plano, TX
    
    75075(Address of principal executive offices)
    
    (Zip Code)
 972-488-7200
  
 None
  Common Stock, $.0001 par value
 Yes o No þ
 Yes o No þ
 þ o
 Yes
o No
o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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##### 



TABLE OF CONTENTS
 Item
    
    
    
    PageNo.
    
    
    
    No.Part I1.
    
    Business
    
    
    32.
    
    Properties
    
    
    113.
    
    Legal Proceedings .
    
    
    124.
    
    Submission of Matters to a Vote of Security Holders
    
    
    12Part II5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    136.
    
    Selected Financial Data
    
    
    137.
    
    Managements
Discussion and Analysis of Financial Condition and Results of Operation
    
    
    147A.
    
    Quantitative and Qualitative
Disclosures About Market Risk
    
    
    198.
    
    Financial Statements and Supplementary Data
    
    
    209.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    419A(T).
    
    Controls and Procedures
    
    
    419B.
    
    Other Information
    
    
    42Part III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    4211.
    
    Executive Compensation
    
    
    4612.
    
    Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
    
    
    5313.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    5514.
    
    Principal Accountant Fees and Services
    
    
    5615.
    
    Exhibits and Financial Statement Schedules
    
    
    57Exhibit 23.1Exhibit 31.1Exhibit 32.1




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##### Table of Contents



PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
     
 Item 1. Business
 Overview
 ® ® ®
 ®
  3




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Industry Background and Market Drivers
  Market Drivers
  
    
    Transition to Government mandated digital broadcasting drives adoption of digital
equipment
 
    
    U.S. transition to digital TV
 
    
    New IPTV services;
 
    
    Increase in worldwide broadband access
 
    
    Fuels growth of digital video access and adoption of video encoder, transcoder
and management systems;
 
    
    Increase in HD content demand drives the need for advanced solutions;
 
    
    Shift in advertising spend (TV vs. Web);
 
    
    Move toward revenue model standardization;
 
    
    New streaming technologies;
  4




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
    
    Increased need for business efficiencies to survive the economic downturn; and
 
    
    Increased adoption of mobile video worldwide is expected to drive the demand for
efficient video compression solutions (and delivery solutions).
  
    
    Simultaneous technology enhancements such as higher compression rates, better caching,
smart control of bandwidth utilization and higher resolution will likely spur further
growth as the viewing experience for end-users continues to improve;
 
    
    Various entertainment portals and media companies are active in the market to utilize
the over the top Internet delivery model as a profitable medium; and
 
    
    The value proposition in terms of investment, efficiency, flexibility and speed
continues to increase demand on the enterprise side.
 How ViewCast Addresses the Industry
  
    
    ViewCast develops industry-leading solutions for the transformation and delivery
of professional quality video over IP and mobile networks
 
    
    We simplify the complex workflows required for the Web-based streaming of news,
sports, music and other video content to computers and mobile devices
 
    
    We empower broadcasters, businesses and governments to repurpose their content,
reach new markets, and expand their audiences
 
    
    We provide the highly reliable technology required to deliver the
multi-platform experiences driving todays digital media market
  ViewCast Workflow Offering
 Ingest
    
    ViewCast/AnceptEncode
    
    ViewCastTranscode
    
    Ancept (with Third Party)Stream (live)
    
    ViewCastDeliver (file)
    
    AnceptManage
    
    AnceptProtect
    
    ViewCastAccess/Play-out
    
    Ancept
  5




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The digital asset management market alone will reach $632 million in revenues in 2009,
reflecting an anticipated compound average growth rate (CAGR) of 26 percent as the market continues
to mature.
 ViewCast Advantage
  
    
    Proprietary designs & proven performance,
 
    
    Patent-pending technologies,
 
    
    Third-party integration capabilities,
 
    
    Established relationships with other industry leaders,
 
    
    Broad portfolio of solutions:
 
    
    Capture Cards, Appliances, Software,
 
    
    Strong brand and product awareness:
 
    
    Osprey Cards, Niagara Encoders, Ancept Media Server,
 
    
    Solutions for multiple markets, and multiple applications,
 
    
    Global presence, and
 
    
    Reputation for reliable, advanced technology and design:
 
    
    Controlled engineering & manufacturing process.
 Corporate Growth and Value
  
    
    Rapidly Growing Market. Media, enterprise, government, and network communication
sectors are adopting and allocating funds for digital media technologies;
 
    
    Profitability and Increasing Revenue.Viewcast believes that a focus on revenue and
market share growth, both organically and through acquisition, will enable us to realize
long-term profitability and enhanced stockholder value;
 
    
    Strong Products and Brand Equity. ViewCast is positioned for the market with well known
solutions that appeal to a broad range of industries and to continue investment in research
and development projects;
 
    
    Two-Pronged Sales Focus. Well established worldwide indirect channels and large account
& OEM business development;
 
    
    Maintain Efficient Operations.We will continue to monitor expenses during 2009 while
investing in growth areas of sales, marketing, and research and development; and
  6




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
    
    Continue to Increase and Enhance Our Industry and Technology Relationships.We have
established significant industry partnerships with leaders in the technology and video
industry. We intend to strengthen these partnerships and continue to establish new
partnerships to enhance endorsements, referrals, technology, product development, channel
distribution, and sales. We seek companies who can add valuable services, technology or
bundling opportunities to our product offerings with the potential of future
co-development, merger or acquisition by ViewCast.
 ViewCast Solutions and Services
  
    
    Osprey Video® line of capture cards,
 
    
    Niagara® line of video encoding systems and related SimulStream® and Niagara SCX®
software,
 
    
    Digital asset management software inclduing Ancept® Media Server, and
 
    
    Other complementary products and technologies from leading providers.
  Osprey Video Products. ®
 
    
    Osprey Video Capture Cards
 
    
    Designed for video acquisition/capture/streaming
 
    
    Award-winning capture cards for streaming from the first card for Web streaming
to professional-quality cards for Internet TV:
 
    
    Analog /Digital Audio & Video
 
    
    Standard & High Definition
 
    
    PCI & PCI Express
 
    
    Composite, Component & SDI Video,Y/C, S-Video
 
    
    Balanced & Unbalanced Audio
 Niagara Streaming Systems and Software. ® ®
 
    
    Niagara Streaming Systems & Appliances
 
    
    Complete systems designed for live video streaming:
 
    
    Acquire, transform, and deliver video content to IP and mobile networks
 
    
    Dedicated, embedded operating systems, optimized for video encoding
 
    
    Features Niagara SCX® and SimulStream® technology:
 
    
    Stream a single video source in multiple formats, bitrates and
resolutions  simultaneously
 
    
    Configure & control over the network through an easy-to-use Web
interface
  7




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
    
    Niagara Encoding and Remote Management Software
 
    
    Niagara
SCX® for multiple format encoding and remote management:
 
    
    Encode into multiple formats from one Niagara system  enabling a
multi-platform user experience
 
    
    Provides cost-effective scalability
 
    
    Robust SDK provides integration into partner and customer applications
 
    
    Crop, scale, de-interlace, closed-captioning, watermarking
 
    
    SimulStream®:
 
    
    Video stream virtualization
 
    
    Encode one video source into multiple formats  simultaneously
 Digital Asset Management and Workflow Software.
 
    
    ViewCast Ancept Media Server Software
 
    
    Full-featured Digital Asset Management solution supports the needs of large
enterprises, while remaining flexible and affordable to serve the needs of small to
medium businesses.
 
    
    Includes comprehensive workflow, production, management and distribution
capabilities for digital assets in multiple asset types (.doc, .pdf., .xls, still
images, video, audio).
 
    
    Customers include eBay, University of Michigan, Ogilvy & Mather, Sesame
Workshop, UPS and others. Ideal for commercial media and entertainment production,
large enterprises, and variety of other applications.
 
    
    ViewCast Ancept Media Portal software
 
    
    Digital Video Asset Management solution
 
    
    Provides video management and distribution capabilities throughout an enterprise
for employees, partners, customers, consumers.
 
    
    Includes Live Event Manager, which allows scheduling, recording and delivery of
live video webcasts from any encoder and video source on the network.
 
    
    Live and VOD management and distribution.
 
    
    Comprehensive workflow.
 
    
    Ideal for small, medium and large size enterprises, broadcasters, narrowcasters.
 Marketing and Sales
  
    
    Broadcasters and Narrowcasters,
 
    
    Federal, State, and Local Government,
 
    
    Small, Medium, and Large Enterprises,
 
    
    Mobile and Wireline Carriers,
 
    
    Content Delivery Networks, and
 
    
    Digital Signage Integrators.
  8




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
    
    ViewCast  best-in-class live encoding solutions:
 
    
    Industry leading brands, proven solutions, Microsoft & Adobe partner,
significant customers
 
    
    Ancept  best-in-class media management solutions:
 
    
    Strong industry brand, robust & proven solutions, IBM partner, significant
customers
 
    
    Ancept customers have access to a high-quality content ingest solution using Niagara
encoders:
 
    
    Integrated control via Web Services (SDK)
 
    
    ViewCast customers have available a robust content management solution  Ancept Media
Server:
 
    
    Search/Archive
 
    
    Scheduling
 
    
    Transcoding
 
    
    VOD & Live content management solution
    Production and Supply
    9




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Installation, Service and Maintenance
   Research and Development
   Competition
   Patents, Copyrights, Trademarks and Proprietary Information
  ® ® ® ® ® ®
  10




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Government Regulation
  Employees
  
 Item 2. Properties
     11




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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   12




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 Common Stock Price Range
  Common StockFiscal 2007
    
    High
    
    
    Low1st Quarter (1)
    
    $
    0.53
    
    
    $
    0.382nd Quarter
    
    $
    0.47
    
    
    $
    0.363rd Quarter
    
    $
    0.54
    
    
    $
    0.374th Quarter
    
    $
    0.54
    
    
    $
    0.35
 Common StockFiscal 2008
    
    High
    
    
    Low1st Quarter
    
    $
    0.42
    
    
    $
    0.262nd Quarter
    
    $
    0.44
    
    
    $
    0.263rd Quarter
    
    $
    0.45
    
    
    $
    0.254th Quarter
    
    $
    0.42
    
    
    $
    0.27
  Dividend Policy
  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
  Purchases of Equity Securities by the Issuer and the Affiliated Purchasers
  
 Item 6. Selected Financial Data
   13




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Overview
 ® ® ®
 ®
   14




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Financial Highlights of 2008
   Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of SEC Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements as revised by SAB 104, Revenue
Recognition, SOP 97-2, Software Revenue Recognition, as amended by SOP 98-9, Modification
of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions and EITF
00-21, Revenue Arrangements with Multiple Deliverables to transactions involving sales of
our hardware and software products. Under these guidelines, we recognize revenue on
transactions where persuasive evidence of an arrangement exists, title has transferred,
product payment is not contingent upon performance of installation or service obligations,
the price is fixed or determinable and payment is reasonably assured. We accrue warranty
costs and sales allowances for promotional activities at time of shipment based on
historical experience. In addition, we defer revenue associated with maintenance and
support contracts and recognize revenue ratably over the contract term.
 
    
    Allowance for Doubtful Accounts We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required payments.
If the financial condition of our customers or distribution partners were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be
required.
 
    
    Excess and Obsolete Inventories We write down our inventories for estimated
obsolescence and unmarketable inventory equal to the difference between the cost of the
inventory and the estimated market value based upon assumptions about future demand and
market conditions. If actual market conditions are less than those projected by
management, additional write-downs may be required.
 
    
    Deferred Taxes We record a valuation allowance to reduce our deferred tax assets to an
amount that we believe is more likely than not to be realized. In our opinion, realization
of our net operating loss carryforward is not reasonably assured, and a valuation allowance
has been provided against deferred tax assets in excess of deferred tax liabilities in the
accompanying consolidated financial statements. However, should we in the future determine
that realization of deferred tax assets in excess of recorded amounts is
likely, an adjustment to the deferred tax assets would increase income in the period such
determination was made.
  15




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Results of Operations
 Year Ended December 31, 2008 compared to Year Ended December 31, 2007.
 Net Sales .
 Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding Systems.
 Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expense .
  16




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Research and Development Expense.
 Depreciation and Amortization Expense.
 Other Income and Expense
 Net Income .
 Liquidity and Capital Resources
       17




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18




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Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    346
    
    
    $
    295
    
    
    $
    153
    
    
    $
    16
    
    
    $
    1
    
    
    $
    
    
    
    $
    811$
    346
    
    
    $
    295
    
    
    $
    153
    
    
    $
    16
    
    
    $
    1
    
    
    $
    
    
    
    $
    811
  Off Balance Sheet Arrangements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   19




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Item 8. Financial Statements
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    21Consolidated Balance Sheets at December 31, 2007 and 2008
    
    
    22Consolidated Statements of Operations for the years ended December 31, 2007 and 2008
    
    
    23Consolidated Statements of Stockholders Equity for the years ended December 31, 2007 and 2008
    
    
    24Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008
    
    
    25Notes to Consolidated Financial Statements
    
    
    26
  20




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,
  
  21




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2007
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,135,416
    
    
    $
    1,579,683Accounts receivable, less allowance for doubtful accounts of
$30,390 and $82,317 at December 31, 2007 and 2008, respectively
    
    
    2,261,133
    
    
    
    2,654,217Inventories, net
    
    
    2,367,200
    
    
    
    2,824,236Prepaid expenses
    
    
    243,614
    
    
    
    352,089Total current assets
    
    
    6,007,363
    
    
    
    7,410,225Property and equipment, net
    
    
    721,413
    
    
    
    772,290Intangible assets, net
    
    
    323,367
    
    
    
    423,028Deposits
    
    
    45,566
    
    
    
    48,177Total assets
    
    $
    7,097,709
    
    
    $
    8,653,720LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    456,641
    
    
    $
    1,106,892Accrued expenses
    
    
    927,857
    
    
    
    1,143,882Stockholder accrued interest
    
    
    
    
    
    
    169,846Current maturities of long-term debt and stockholder notes payable
    
    
    21,345
    
    
    
    159,032Total current liabilities
    
    
    1,405,843
    
    
    
    2,579,652Long-term debt, less current maturities
    
    
    28,157
    
    
    
    38,172Stockholder notes payable, less current maturities
    
    
    5,141,361
    
    
    
    5,012,827Stockholder accrued interest
    
    
    192,994
    
    
    
    Total liabilities
    
    
    6,768,355
    
    
    
    7,630,651Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares 
 800,000  liquidation value
of $15 and $16 per share as of December 31, 2007 and 2008 respectively
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares  200,000  liquidation value
of $31 per share as of December 31, 2007 and 2008
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares  80,000  liquidation value
of $102 and $104 per share as of December 31, 2007 and 2008 respectively
    
    
    8
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares:Issued shares   32,341,753 and 32,419,886 at December 31, 2007
and 2008, respectively
    
    
    3,234
    
    
    
    3,242Additional paid-in capital
    
    
    69,990,960
    
    
    
    70,153,562Accumulated deficit
    
    
    (69,653,042
    )
    
    
    (69,121,937
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity
    
    
    329,354
    
    
    
    1,023,069Total liabilities and stockholders equity
    
    $
    7,097,709
    
    
    $
    8,653,720
   22




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VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2007
    
    
    2008Net sales
    
    $
    15,993,541
    
    
    $
    17,362,212Cost of sales
    
    
    6,388,191
    
    
    
    5,434,289Gross profit
    
    
    9,605,350
    
    
    
    11,927,923Operating expenses:Selling, general and administrative
    
    
    6,252,972
    
    
    
    7,819,216Research and development
    
    
    2,074,120
    
    
    
    2,936,054Depreciation and amortization
    
    
    369,506
    
    
    
    479,456Total operating expenses
    
    
    8,696,598
    
    
    
    11,234,726Operating income
    
    
    908,752
    
    
    
    693,197Other income (expense):Interest expense (including $295,463 and $172,526
of expense to related parties)
    
    
    (305,966
    )
    
    
    (183,497
    )Interest income
    
    
    33,216
    
    
    
    32,805Loss on disposal of fixed assets
    
    
    (25,560
    )
    
    
    Other
    
    
    250,000
    
    
    
    Total other expense
    
    
    (48,310
    )
    
    
    (150,692
    )Income tax expense
    
    
    (17,200
    )
    
    
    (11,400
    )NET INCOME
    
    $
    843,242
    
    
    $
    531,105Preferred stock dividends
    
    
    (819,243
    )
    
    
    (820,029
    )Net income (loss) applicable to common stockholders
    
    $
    23,999
    
    
    $
    (288,924
    )Net income (loss) per shareBasic
    
    $
    0.00
    
    
    $
    (0.01
    )Diluted
    
    $
    0.00
    
    
    $
    (0.01
    )Weighted average number of common shares
outstandingBasic
    
    
    31,714,363
    
    
    
    32,110,458Diluted
    
    
    47,726,772
    
    
    
    32,110,458
   23




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##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2008
 Series B
    
    
    Series C
    
    
    Series EConvertible
    
    
    Convertible
    
    
    Convertible
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Preferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Treasury
    
    
    StockholdersShares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    Stock
    
    
    Equity (Deficit)Balances, December 31, 2006
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    28,752,143
    
    
    $
    2,875
    
    
    $
    68,986,065
    
    
    $
    (70,496,284
    )
    
    $
    (11,906
    )
    
    $
    (1,519,142
    )Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,875
    
    
    
    
    
    
    
    
    
    
    
    51,875Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,000
    
    
    
    6
    
    
    
    16,940
    
    
    
    
    
    
    
    
    
    
    
    16,946Exercise of stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,534,610
    
    
    
    353
    
    
    
    936,080
    
    
    
    
    
    
    
    
    
    
    
    936,433Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    843,242
    
    
    
    
    
    
    
    843,242Balances, December 31, 2007
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,341,753
    
    
    $
    3,234
    
    
    $
    69,990,960
    
    
    $
    (69,653,042
    )
    
    $
    (11,906
    )
    
    $
    329,354Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,491
    
    
    
    
    
    
    
    
    
    
    
    138,491Employee stock purchase plan issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,397
    
    
    
    5
    
    
    
    17,231
    
    
    
    
    
    
    
    
    
    
    
    17,236Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,165
    
    
    
    2
    
    
    
    3,881
    
    
    
    
    
    
    
    
    
    
    
    3,883Employee stock issuance for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,571
    
    
    
    1
    
    
    
    2,999
    
    
    
    
    
    
    
    
    
    
    
    3,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    531,105
    
    
    
    
    
    
    
    531,105Balances, December 31, 2008
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    32,419,886
    
    
    $
    3,242
    
    
    $
    70,153,562
    
    
    $
    (69,121,937
    )
    
    $
    (11,906
    )
    
    $
    1,023,069
   24




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##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,2007
    
    
    2008Operating activities:Net income
    
    $
    843,242
    
    
    $
    531,105Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Bad debt expense
    
    
    (366
    )
    
    
    57,912Depreciation of property and equipment
    
    
    305,775
    
    
    
    350,795Amortization of intangible assets
    
    
    63,731
    
    
    
    128,661Stock based compensation expense
    
    
    51,875
    
    
    
    138,491Common stock issued to employee for services
    
    
    
    
    
    
    3,000Loss on disposition of property and equipment
    
    
    25,560
    
    
    
    Changes in operating assets and liabilities :Accounts receivable
    
    
    (176,044
    )
    
    
    (450,996
    )Inventories
    
    
    (203,471
    )
    
    
    (457,036
    )Prepaid expenses
    
    
    (95,575
    )
    
    
    (108,475
    )Deposits
    
    
    13,541
    
    
    
    (2,611
    )Accounts payable
    
    
    (525,831
    )
    
    
    650,251Accrued expenses
    
    
    (92,678
    )
    
    
    216,025Stockholder accrued interest
    
    
    182,433
    
    
    
    (23,148
    )Net cash provided by operating activities
    
    
    392,192
    
    
    
    1,033,974Investing activities:Capitalized software development costs
    
    
    (209,361
    )
    
    
    (228,322
    )Purchase of property and equipment
    
    
    (554,797
    )
    
    
    (353,310
    )Net cash used in investing activities
    
    
    (764,158
    )
    
    
    (581,632
    )Financing activities:Proceeds from sale of common stock
    
    
    
    
    
    
    17,236Proceeds from exercise of employee stock options
    
    
    16,946
    
    
    
    3,883Net proceeds from exercise of warrants
    
    
    936,433
    
    
    
    Repayments of long-term debt
    
    
    (13,506
    )
    
    
    (29,194
    )Net cash provided by (used in) financing activities
    
    
    939,873
    
    
    
    (8,075
    )Net increase in cash and cash equivalents
    
    
    567,907
    
    
    
    444,267Cash and cash equivalents, beginning of period
    
    
    567,509
    
    
    
    1,135,416Cash and cash equivalents, end of period
    
    $
    1,135,416
    
    
    $
    1,579,683Supplemental cash flow information:Cash paid for interest
    
    $
    117,855
    
    
    $
    206,645Cash paid for income taxes
    
    $
    4,895
    
    
    $
    34,115Non-cash items:Acquisition of property and equipment under capital leases
    
    $
    59,710
    
    
    $
    48,362Property and equipment reclassed to inventory
    
    $
    8,517
    
    
    $
    
   25




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##### Table of Contents



ViewCast.com, Inc.
 
 Notes to the Consolidated Financial Statements
 1. The Company and Description of Business
 ® ® ®
 ®
  2. Summary of Significant Accounting Policies
 Principles of Consolidation
   26




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Cash and Cash Equivalents
  Accounts Receivable
   Year ended December 31,2007
    
    
    2008Beginning balance
    
    $
    30,756
    
    
    $
    30,390Bad debt expense
    
    
    (366
    )
    
    
    57,912Uncollectible accounts written off
    
    
    
    
    
    
    (5,985
    )Ending balance
    
    $
    30,390
    
    
    $
    82,317
 Inventories
  Property and Equipment
  Intangible Assets and Amortization
    27




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  December 31, 2007
    
    
    December 31, 2008Average life
    
    
    Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulated(years)
    
    
    amount
    
    
    amortization
    
    
    amount
    
    
    amortizationCapitalized
Software Costs
    
    
    3
    
    
    $
    1,163,455
    
    
    $
    926,514
    
    
    $
    1,385,215
    
    
    $
    1,049,412Patents
    
    
    17
    
    
    
    96,032
    
    
    
    9,606
    
    
    
    102,594
    
    
    
    15,369$
    1,259,487
    
    
    $
    936,120
    
    
    $
    1,487,809
    
    
    $
    1,064,781
  2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    TotalCapitalized
Software Costs
    
    $
    161,510
    
    
    $
    119,331
    
    
    $
    54,962
    
    
    $
    
    
    
    $
    335,803Patents
    
    
    6,035
    
    
    
    6,035
    
    
    
    6,035
    
    
    
    69,120
    
    
    
    87,225$
    167,546
    
    
    $
    125,366
    
    
    $
    60,997
    
    
    $
    69,120
    
    
    $
    423,028
 Impairment of Long-Lived Assets
  Revenue Recognition
    28




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Net Earning Per Share
  ViewCast.com, Inc.
Schedule of Earnings per Share
 Year Ended December 31,2007
    
    
    2008Net income (loss) applicable to common stockholders
 numerator for basic and diluted earnings per share
    
    $
    23,999
    
    
    $
    (288,924
    )Weighted  average common shares outstanding  denominator for
basic earnings per share
    
    
    31,714,363
    
    
    
    32,110,458Dilutive potential common shares:Stock options
    
    
    197,503
    
    
    
    Warrants
    
    
    128,632
    
    
    
    Convertible preferred stock  Series E
    
    
    15,686,274
    
    
    
    Weighted  average common shares and dilutive potential common
shares outstanding  denominator for dilluted earning per share
    
    
    47,726,772
    
    
    
    32,110,458Net income (loss) per share:Basic
    
    $
    0.00
    
    
    $
    (0.01
    )Diluted
    
    $
    0.00
    
    
    $
    (0.01
    )
  Year Ended December 31,2007
    
    
    2008Stock options
    
    
    1,904,600
    
    
    
    3,776,368Warrants
    
    
    2,500,000
    
    
    
    2,500,000Convertible preferred stock  Series B
    
    
    2,206,896
    
    
    
    2,206,896Convertible preferred stock  Series C
    
    
    3,333,333
    
    
    
    3,333,333Convertible preferred stock  Series E
    
    
    
    
    
    
    15,215,6869,944,829
    
    
    
    27,032,283
 Warranty Reserves
   29




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2007
    
    
    2008Beginning balance
    
    $
    117,636
    
    
    $
    133,940Charged to expense
    
    
    162,256
    
    
    
    137,126Usage
    
    
    (145,952
    )
    
    
    (71,620
    )Ending balance
    
    $
    133,940
    
    
    $
    199,446
 Risk and Uncertainties
  Customer Exceeding 10%
    
    
    Customer Exceeding 10% of Year-Endof Net Sales
    
    
    Accounts Receivable BalanceNumber of
    
    
    Combined
    
    
    Number of
    
    
    CombinedYear
    
    Customers
    
    
    Percent
    
    
    Customers
    
    
    Percent2007
    
    
    3
    
    
    
    41
    %
    
    
    3
    
    
    
    47
    %2008
    
    
    3
    
    
    
    42
    %
    
    
    1
    
    
    
    31
    %
   Use of Estimates
  Income Taxes
    30




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Advertising Costs
  Fair Value of Financial Instruments
  Stock-Based Compensation
    Year EndedDecember 31,2007
    
    
    2008Expected volatility
    
    
    105
    %
    
    
    126
    %Risk-free interest rate
    
    
    4.50
    %
    
    
    3.17
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    3.91
    
    
    
    4.60
  31




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Recent Accounting Pronouncement
 Business Combinations
 3. Inventories
  December 31,
    
    
    December 31,2007
    
    
    2008(Unaudited)Purchased materials
    
    $
    1,351,377
    
    
    $
    1,607,255Finished goods
    
    
    1,015,823
    
    
    
    1,216,981$
    2,367,200
    
    
    $
    2,824,236
 4. Property and Equipment
  EstimatedUseful Life
    
    December 31,(Years)
    
    2007
    
    
    2008Service equipment
    
    3
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    2 to 7
    
    
    309,112
    
    
    
    420,398Software
    
    3 to 5
    
    
    182,110
    
    
    
    184,038Leasehold improvements
    
    1 to 5
    
    
    130,409
    
    
    
    172,697Office furniture and equipment
    
    5 to 7
    
    
    890,300
    
    
    
    1,136,4701,754,293
    
    
    
    2,155,965Less accumulated depreciation and amortization
    
    
    
    
    (1,032,880
    )
    
    
    (1,383,675
    )$
    721,413
    
    
    $
    772,290
  32




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 5. Accrued Expenses
  December 31,2007
    
    
    2008Accrued compensation
    
    $
    174,030
    
    
    $
    302,310Accrued warranty
    
    
    133,940
    
    
    
    199,446Accrued inventory purchases
    
    
    55,713
    
    
    
    39,595Customer deposits
    
    
    22,435
    
    
    
    122,321Deferred rent
    
    
    100,555
    
    
    
    73,484Deferred revenue
    
    
    174,084
    
    
    
    156,611Accrued taxes and other
    
    
    267,100
    
    
    
    250,115$
    927,857
    
    
    $
    1,143,882
 6. Long-term Debt
 Stockholder Term Notes
   33




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  December 31, 2007
    
    
    December 31, 2008Aggregate of the Outstanding Principal
(Primary Principal Amount) as amended, with
interest only due monthly at a rate per annum
equal to the greater of 5% or prime plus
0.75% (4.0% at December 31, 2008). Before the
October 2008 amendment date, the interest
rate was based on the lower of the effective
prime rate plus 1.0% (8.25% as of December
31, 2007) or 9.5% fixed rate. Principal due
December 31, 2012.
    
    $
    1,250,000
    
    
    $
    1,250,000Accrued and Outstanding Interest (Secondary
Principal Amount), with monthly principal
payments of $21,422 plus interest at a rate
per annum equal to the lesser of Applicable
Federal Rate (3.88% and 2.85% at December 31,
2007 and 2008 respectively) or 9.5% fixed
rate, matures December 31, 2012.
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    49,502
    
    
    
    68,670Total long-term debt
    
    
    5,190,863
    
    
    
    5,210,031Less current maturities
    
    
    (21,345
    )
    
    
    (159,032
    )Total long-term debt less current maturities
    
    $
    5,169,518
    
    
    $
    5,050,999
  StockholderYear ended December 31
    
    Long-term Debt
    
    
    Accrued Interest2009
    
    $
    159,032
    
    
    $
    169,8462010
    
    
    273,795
    
    
    
    2011
    
    
    266,256
    
    
    
    2012
    
    
    4,508,911
    
    
    
    2013
    
    
    2,037
    
    
    
    $
    5,210,031
    
    
    $
    169,846
 7. Income Taxes
   34




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2007
    
    
    2008Deferred tax assets (liability):Net operating loss carryforwards
    
    $
    25,934,000
    
    
    $
    25,712,000Deferred revenue
    
    
    64,000
    
    
    
    51,000Accrued liabilities
    
    
    144,000
    
    
    
    365,000Property and equipment
    
    
    74,000
    
    
    
    (24,000
    )Software development costs
    
    
    235,000
    
    
    
    138,000Total deferred tax assets
    
    
    26,451,000
    
    
    
    26,242,000Net deferred tax assets
    
    
    26,451,000
    
    
    
    26,242,000Less: valuation allowance
    
    
    (26,451,000
    )
    
    
    (26,242,000
    )Net deferred taxes
    
    $
    
    
    
    $
    
  Year ended December 31,2007
    
    
    2008U.S. federal statutory rate applied to pretax income
    
    $
    293,000
    
    
    $
    184,000Change in valuation allowance
    
    
    (340,000
    )
    
    
    (209,000
    )Other
    
    
    64,000
    
    
    
    36,000$
    17,000
    
    
    $
    11,000
  8. Stockholders Equity
 Preferred Stock
     35




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   Common Stock
  Stock Option Plan
    36




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Stock OptionsWeighted-AverageNumber
    
    Price Per
    
    
    Exercise Priceof Shares
    
    Share
    
    
    Per ShareOutstanding at January 1, 2007
    
    2,534,600
    
    $
    0.20  $9.00
    
    
    $
    2.20Granted
    
    1,395,000
    
    
    0.39  0.48
    
    
    
    0.43Exercised
    
    (55,000)
    
    
    0.29  0.41
    
    
    
    0.31Canceled/forfeited
    
    (1,213,750)
    
    
    0.20  9.00
    
    
    
    0.72Outstanding at December 31, 2007
    
    2,660,850
    
    $
    0.20  $7.14
    
    
    $
    1.99Granted
    
    1,782,500
    
    
    0.30  0.48
    
    
    
    0.37Exercised
    
    (19,165)
    
    
    0.20  0.22
    
    
    
    0.20Canceled/forfeited
    
    (388,250)
    
    
    0.22  3.56
    
    
    
    0.60Outstanding at December 31, 2008
    
    4,035,935
    
    $
    0.20  $7.14
    
    
    $
    1.42
   Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    2008
    
    
    Life
    
    
    Price
    
    
    2008
    
    
    Price$0.01  1.00
    
    
    2,815,585
    
    
    
    5.7
    
    
    $
    0.39
    
    
    
    1,196,872
    
    
    $
    0.411.01  2.00
    
    
    541,350
    
    
    
    2.2
    
    
    
    1.12
    
    
    
    541,350
    
    
    
    1.122.01  3.00
    
    
    81,000
    
    
    
    1.6
    
    
    
    2.50
    
    
    
    81,000
    
    
    
    2.503.01  4.00
    
    
    57,500
    
    
    
    0.1
    
    
    
    3.49
    
    
    
    57,500
    
    
    
    3.494.01  5.00
    
    
    12,500
    
    
    
    0.8
    
    
    
    4.53
    
    
    
    12,500
    
    
    
    4.535.01  6.00
    
    
    116,000
    
    
    
    1.0
    
    
    
    5.44
    
    
    
    116,000
    
    
    
    5.446.01  7.00
    
    
    7.01  8.00
    
    
    412,000
    
    
    
    0.7
    
    
    
    7.09
    
    
    
    312,000
    
    
    
    7.094,035,935
    
    
    
    4.4
    
    
    $
    1.42
    
    
    
    2,317,222
    
    
    $
    1.90
  Employee Stock Purchase Plan
   37




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   Warrants
   WarrantsWeighted-Number
    
    
    Exercise
    
    
    Averageof Warrants
    
    
    Price
    
    
    Exercise PriceOutstanding and exercisable
at January 1, 2007
    
    
    6,983,982
    
    
    $
    0.28  1.00
    
    
    $
    0.37Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (3,534,610
    )
    
    
    0.28
    
    
    
    0.28Cancelled
    
    
    (949,372
    )
    
    
    0.28  1.00
    
    
    
    0.42Outstanding and exercisable
at December 31, 2007
    
    
    2,500,000
    
    
    $
    0.48
    
    
    $
    0.48Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding and exercisable
at December 31, 2008
    
    
    2,500,000
    
    
    $
    0.48
    
    
    $
    0.48
    38




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
    9. Employee Benefit Plan
  10. Commitments and Contingencies
  Operating LeasesYear ended December 31:2009
    
    $
    346,2702010
    
    
    295,2062011
    
    
    152,6862012
    
    
    16,1762013
    
    
    532Total minimum lease payments
    
    $
    810,870
  11. Related Party Transactions
   39




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##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 12. Accounts Receivable Loan Facility
  13. Subsequent Events
      40




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
        41




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##### Table of Contents



Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    Director Since
    
    Office Held with CompanyGeorge C. Platt
    
    68
    
    1999
    
    Chairman of the BoardDavid T. Stoner
    
    52
    
    2008
    
    President and Chief Executive OfficerJoseph Autem
    
    51
    
    1999
    
    DirectorSherel D. Horsley
    
    66
    
    2006
    
    DirectorJohn W. Slocum, Jr.
    
    68
    
    2006
    
    DirectorDavid W. Brandenburg
    
    64
    
    2008
    
    Director
 George C. Platt
 David T. Stoner
 Joseph Autem
  42




---



##### Table of Contents



Sherel D. Horsley th
 John W. Slocum, Jr. Journal of World Business Organizational Dynamics Journal of Leadership and Organizational
Studies
 David W. Brandenburg
  Executive Officers
  Name
    
    Age
    
    Office Held with CompanyDavid T. Stoner
    
    52
    
    President and Chief Operating OfficerLaurie L. Latham
    
    52
    
    Chief Financial Officer and Senior Vice President of Finance and AdministrationGary J. Klembara
    
    57
    
    Senior Vice President of Sales
  43




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##### Table of Contents



David T. Stoners
 Laurie L. Latham
 Gary J. Klembara
 Meetings of the Board of Directors and Committees
 Meetings.
   Compensation Committee.
  Audit Committee.
  44




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##### Table of Contents



Nomination of Directors
   Code of Ethics
  www.viewcast.com
 Shareholder Communications with the Board of Directors.
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
   45




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##### Table of Contents



Item 11. Executive Compensation
 Director Compensation
     
    
    Each independent director of the Corporation shall be paid a cash
retainer equal to $500 per month with an additional cash payment for each meeting of the
Board of Directors of the Corporation equal to $1,000 if attended in person and $250 if
attended by telephone; and
    
    Each independent director of the Corporation who has not previously
served on the Board of Directors of the Corporation be granted options under the 2005
Stock Incentive Plan, as described below, to acquire 50,000 shares of the Corporation upon
the appointment to the Board of Directors with such option grant to vest one year from the
date of grant; and
    
    Each independent director of the Corporation be granted options under
the 2005 Stock Incentive Plan to acquire 25,000 shares of the Corporation each year
immediately following the date of the Corporations annual meeting, provided that such
independent director shall have served as a director of the Corporation at least twelve
months prior to the date of such grant, with such option grant to vest one year from the
date of grant.
  46




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##### Table of Contents



Director Compensation Table
 Fees Earned or Paid
    
    
    Option Awards ($)Name
    
    in Cash ($) (1)
    
    
    (2)
    
    
    Total ($)John W Slocum, Jr
    
    
    14,250
    
    
    
    6,327
    
    
    
    20,577Sherel D Horsley
    
    
    13,500
    
    
    
    6,327
    
    
    
    19,827Joseph Autem
    
    
    12,000
    
    
    
    4,137
    
    
    
    16,137David Brandenburg
    
    
    250
    
    
    
    
    
    
    
    250
 (1)
    
    Includes meeting fees earned during the fiscal year, whether such fees were paid
currently or deferred.(2)
    
    Represents the compensation cost recognized for the fiscal year for options to
purchase shares of ViewCast.com, Inc. Common Stock outstanding to the director,
regardless of the year in which granted and calculated in accordance with FAS 123R
for financial statement purposes. For more information concerning the assumptions
used for these calculations, please refer to the discussion under the section titled
Stock-Based Compensation in Note 2 to the audited financial statements contained
in our Form 10-K/A for the year ended December 31, 2008.  47




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##### Table of Contents



Summary Compensation Table
   Non-Equity
    
    
    All otherOption
    
    
    Incentive Plan
    
    
    CompensationSalary (1)
    
    
    Bonus (1)
    
    
    Awards (2)
    
    
    Compensation
    
    
    (3)
    
    
    TotalName and Principal Positions
    
    Year
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $George Platt,
    
    
    2008
    
    
    
    100,000
    
    
    
    
    
    
    
    7,421
    
    
    
    
    
    
    
    
    
    
    
    107,421Chairman (4)

    
    
    2007
    
    
    
    125,000
    
    
    
    
    
    
    
    1,085
    
    
    
    
    
    
    
    
    
    
    
    126,085David Stoner,
    
    
    2008
    
    
    
    193,667
    
    
    
    
    
    
    
    21,867
    
    
    
    72,823

(5)
    
    
    
    
    
    
    288,357CEO and
President (4)
    
    
    2007
    
    
    
    183,000
    
    
    
    9,245
    
    
    
    5,426
    
    
    
    
    
    
    
    
    
    
    
    197,671Laurie Latham,
    
    
    2008
    
    
    
    174,500
    
    
    
    
    
    
    
    21,269
    
    
    
    67,058

(5)
    
    
    
    
    
    
    262,827CFO and Sr. VP
Finance and Administration
    
    
    2007
    
    
    
    171,000
    
    
    
    8,639
    
    
    
    5,426
    
    
    
    
    
    
    
    
    
    
    
    185,065Gary Klembara,
    
    
    2008
    
    
    
    167,500
    
    
    
    10,000
    
    
    
    11,665
    
    
    
    18,750

(6)
    
    
    
    
    
    
    207,915Sr. VP Sales
    
    
    2007
    
    
    
    62,500
    
    
    
    
    
    
    
    8,922
    
    
    
    4,935

(6)
    
    
    
    
    
    
    76,357
 
 (1)
    
    The figures shown for salary and bonus represent amounts earned for the fiscal year, whether
or not actually paid during such year, and include amounts deferred pursuant non-incentive
deferred compensation plans.(2)
    
    Represents the compensation cost recognized for the fiscal 2007 for options to purchase
 shares of ViewCast.com, Inc. common stock outstanding to the named executive officer,
regardless of the year in which granted and calculated in accordance with FAS 123R for
financial statement purposes. For more information concerning the assumptions used for these
calculations, please refer to the discussion under the caption Stock-Based Compensation in the
Managements Discussion and Analysis and footnotes to the audited financial statements,
included in this 2007 Annual Report.(3)
    
    The named executive officers participate in certain group life, health, disability insurance
and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are
generally available to salaries employees and do not discriminate in scope, terms and
operation.(4)
    
    Mr. Platt retired from the position of Chief Executive Officer on July 31, 2008. As a
result, Mr. Stoner was appointed Chief Executive Officer.(5)
    
    Represents amounts earned for services rendered during the fiscal year under our CEOs and
CFOs Compensation Plan, whether or not actually paid during such fiscal year. Incentive was
earned quarterly and annually if achievement of 100% or greater of the profit target was
accomplished for such quarterly or annual reporting period.(6)
    
    Represents amounts earned
for services rendered during the fiscal year under our Sr. VP of
Sales and Business Compensation Plan, whether or not actually paid during such fiscal year.
Incentive was earned (i) in 2008 based on achievement of 90% or better of the cumulative quota
for sales at the end of each quarter through December 2008 and (ii) in 2007 based on
achievement of 85% of the cumulative quota for sales through September 2007, plus achievement
of 78% of the total cumulative quota through December 2007.
 Stock Awards and Stock Option Grants Outstanding
   48




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Exercise
    
    
    ExpirationName
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Price ($)
    
    
    Date
    
    
    Vesting Schedule250,000
    
    
    
    
    
    
    
    7.0940
    
    
    
    9/17/2009
    
    
    Fully vested on December 31, 2006George Platt
    
    
    
    
    
    
    50,000
    
    
    
    7.0940
    
    
    
    9/17/2009
    
    
    16,666 shares of this option shall vest when the average closing price of
ViewCast Common Stock, for a 20 out of 30 consecutive trading day
period, has doubled in price from the exercise price; the remaining 33,334
shares shall vest in equal installments of 1,388 shares per month
thereafter.50,000
    
    
    
    7.0940
    
    
    
    9/17/2009
    
    
    16,666 shares of this option shall vest when the average closing price of
ViewCast Common Stock, for a 20 out of 30 consecutive trading day
period, has doubled in price from the exercise price; the remaining 33,334
shares shall vest in equal installments of 1,388 shares per month
thereafter.50,000
    
    
    
    
    
    
    
    7.0940
    
    
    
    9/17/2009
    
    
    All shares vest immediately on the date following three consecutive
quarters of profitability as defined by GAAP consistently applied by the
Company.50,000
    
    
    
    
    
    
    
    2.5000
    
    
    
    8/4/2010
    
    
    Fully vested on December 31, 2006200,000
    
    
    
    
    
    
    
    1.0940
    
    
    
    2/28/2011
    
    
    Fully vested on December 31, 200670,000
    
    
    
    
    
    
    
    0.4850
    
    
    
    7/3/2012
    
    
    Fully vested on December 31, 200670,000
    
    
    
    
    
    
    
    0.2850
    
    
    
    4/19/2015
    
    
    Fully vested on December 31, 200612,500
    
    
    
    
    
    
    
    0.4200
    
    
    
    7/10/2014
    
    
    Fully vested on July 10, 200850,000
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest twelve months from grant date; with 1/36th each month
thereafter50,000
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafter30,000
    
    
    
    0.4800
    
    
    
    11/11/2015
    
    
    Vests on 11/11/2009David T. Stoner
    
    
    15,000
    
    
    
    
    
    
    
    5.5005
    
    
    
    12/21/2009
    
    
    Fully vested on December 31, 200610,000
    
    
    
    
    
    
    
    2.5000
    
    
    
    8/4/2010
    
    
    Fully vested on December 31, 2006100,000
    
    
    
    
    
    
    
    1.0940
    
    
    
    2/28/2011
    
    
    Fully vested on December 31, 200660,000
    
    
    
    
    
    
    
    0.4850
    
    
    
    7/3/2012
    
    
    Fully vested on December 31, 200650,000
    
    
    
    
    
    
    
    0.2850
    
    
    
    4/19/2015
    
    
    Fully vested on December 31, 200662,500
    
    
    
    
    
    
    
    0.4200
    
    
    
    7/10/2014
    
    
    Fully vested on July 10, 200875,000
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest twelve months from grant date; with 1/36th each month
thereafter187,500
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafterLaurie L. Latham
    
    
    100,000
    
    
    
    
    
    
    
    5.5005
    
    
    
    12/21/2009
    
    
    Fully vested on December 31, 200610,000
    
    
    
    
    
    
    
    2.5000
    
    
    
    8/4/2010
    
    
    Fully vested on December 31, 2006100,000
    
    
    
    
    
    
    
    1.0940
    
    
    
    2/28/2011
    
    
    Fully vested on December 31, 200660,000
    
    
    
    
    
    
    
    0.4850
    
    
    
    7/3/2012
    
    
    Fully vested on December 31, 200650,000
    
    
    
    
    
    
    
    0.2850
    
    
    
    4/19/2015
    
    
    Fully vested on December 31, 200662,500
    
    
    
    
    
    
    
    0.4200
    
    
    
    7/10/2014
    
    
    Fully vested on July 10, 200862,500
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest twelve months from grant date; with 1/36th each month
thereafter187,500
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafterGary J. Klembara
    
    
    33,695
    
    
    
    41,305
    
    
    
    0.4600
    
    
    
    9/4/2014
    
    
    1/3 vested on August 15, 2008; with 1/36th each month thereafter45,000
    
    
    
    0.2950
    
    
    
    2/8/2015
    
    
    1/3 will vest twelve months from grant date; with 1/36th each month
thereafter35,000
    
    
    
    0.2950
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafter
  49




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2005 Stock Incentive Plan
    Employee Stock Purchase Plan
   Employment Agreements
  (1)
  50




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##### Table of Contents



51




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##### Table of Contents



(1)
    
    The options granted to Mr. Platt consist of five separate option grants that become
exercisable or vest as follows provided Mr. Platt is employed by ViewCast as of the applicable
vesting date: (i)
    
    an option for 50,000 shares that vested as of September 17, 2000;(ii)
    
    an option for 200,000 shares that vested in equal installments of 4,166 shares per
month beginning in October, 2000;(iii)
    
    an option for 50,000 shares that will vest immediately on the date following three
consecutive calendar quarters of profitability as defined under generally accepted
accounting principles;(iv)
    
    an option for 50,000 shares, of which 16,666 shares of such option will vest when the
average closing price of Common Stock, for a twenty out of thirty consecutive trading day
period, has doubled in price from the exercise price ($7.094) of the option, and of which
33,334 shares of such option will vest in equal installments of 1,388 share per month
thereafter;(v)
    
    an option for 50,000 shares, of which 16,666 shares of such option will vest when the
average closing price of Common Stock, for a twenty out of thirty consecutive trading day
period, has tripled in price from the exercise price of the option, and of which 33,334
shares of such option will vest in equal installment of 1,388 shares per month thereafter.   52




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##### Table of Contents



Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Percentage ofShares of Common
    
    
    Outstanding
    
    
    Shares of Series E
    
    
    Percentage ofName and Address of
    
    Stock Beneficially
    
    
    Common Stock
    
    
    Preferred Beneficially
    
    
    Outstanding Series EBeneficial Owner
    
    Owned
    
    
    Owned (1),(2)
    
    
    Owned
    
    
    Preferred OwnedH.T. ARDINGER, JR
    
    
    27,296,659
    (3)
    
    
    50.96
    
    
    
    80,000
    (13)
    
    
    1001990 Lakepointe Dr.
Lewisville, TX 75057DAVID RUGGIERI
    
    
    2,068,500
    (4)
    
    
    5.78
    
    
    
    
    
    
    
    525 East Olympia Ave.
Punta Gorda, FL 33950DAVID W. BRANDENBURG
    
    
    1,880,500
    (5)
    
    
    5.25
    
    
    
    
    
    
    
    GEORGE C. PLATT
    
    
    897,639
    (6)
    
    
    2.46
    
    
    
    
    
    
    
    DAVID T. STONER
    
    
    473,286
    (7)
    
    
    1.31
    
    
    
    
    
    
    
    LAURIE L. LATHAM
    
    
    537,546
    (8)
    
    
    1.48
    
    
    
    
    
    
    
    SHEREL D. HORSLEY
    
    
    41,662
    (9)
    
    
    *
    
    
    
    
    
    
    
    JOSEPH AUTEM
    
    
    139,864
    (10)
    
    
    *
    
    
    
    
    
    
    
    JOHN W. SLOCUM, JR
    
    
    51,664
    (11)
    
    
    *
    
    
    
    
    
    
    
    GARY J. KLEMBARA
    
    
    99,843
    (12)
    
    
    *
    
    
    
    
    
    
    
    All executive officers and
    
    
    4,122,004
    
    
    
    11.42
    
    
    
    
    
    
    
    directors as a group
(eight (8) persons)
 
 *
    
    Less than one percent (1%)(1)
    
    A person is deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from March 31, 2009 upon the exercise of warrants or options. Each
beneficial owners percentage ownership is determined by assuming that options or warrants
that are held by such person (but not those held by any other person) and which are
exercisable within 60 days from March 31, 2009 have been exercised. Unless otherwise
indicated, we believe that all persons named in the table have sole voting and investment
power with respect to all shares of Common Stock beneficially owned by them.(2)
    
    Based on a total of 35,799,703 shares issued and outstanding, excluding treasury stock plus,
for each person listed, any Common Stock that person has the right to acquire within 60 days
from March 31, 2009 pursuant to options, warrants, conversion privileges, etc.(3)
    
    Information is based on filings made with the Securities and Exchange Commission under
Sections 13 or 16 of the Securities Exchange Act and includes: (i) 181,501 shares owned by Mr.
Ardingers spouse, (ii) 5,562,687 shares owned by Ardinger Family Trust, (iii) 1,103,448
shares of Common Stock reserved for issuance upon the conversion of $4,000,000 of Series B
Convertible Preferred Stock to Common Stock at $3.625 per share, (iv) 3,333,333 shares of
Common Stock reserved for issuance upon the conversion of $2,000,000 of Series C Convertible
Preferred Stock to Common Stock at $0.60 per share, and (v) 13,333,333 shares of Common Stock
reserved for issuance upon the conversion of $8,000,000 of Series E Convertible Preferred
Stock to Common Stock at $0.60 per share owned by Ardinger Family Partnership.  53




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##### Table of Contents



(4)
    
    As reported on a Schedule 13G filed with the Securities and Exchange Commission on April 12, 2007.(5)
    
    Information is based on filings made with the Securities and Exchange Commission under Sections 13 or 16 of the Securities Exchange Act and includes 126,500 shares owned by Mr. Brandenburgs spouse.(6)
    
    Includes the following shares issuable under the 1995 Option Plan and the 2005 Stock
Incentive Plan upon exercise of options: (i) 300,000 shares exercisable at $7.09 per share, (ii) 50,000 shares exercisable at $2.50 per share, (iii) 200,000 shares exercisable at $1.094 per share, (iv) 70,000 shares exercisable at $0.485 per share,
(v) 70,000 shares exercisable at $0.285 per share, (vi) 12,500 shares exercisable at $0.42 per share, and
(vii) 44,445 shares exercisable at $0.48 per share.(7)
    
    Includes the following shares issuable under the 1995 Option Plan and the 2005 Stock
Incentive Plan upon exercise of options: (i) 15,000 shares exercisable at $5.5005 per share, (ii) 10,000 shares exercisable
at $2.50 per share, (iii) 100,000 shares exercisable at $1.094 per share, (iv) 60,000 shares exercisable at $0.485 per share,
(v) 50,000 shares exercisable at $0.285 per share, (vi) 62,500 shares exercisable at $0.42 per share and
(vii) 119,792 shares exercisable at $0.48 per share.(8)
    
    Includes the following shares issuable under the 1995 Option Plan and the 2005
Stock Incentive Plan upon exercise of options: (i) 100,000 shares exercisable at $5.50 per share, (ii) 10,000
shares exercisable at $2.50 per share, (iii) 100,000 shares exercisable at $1.094 per share, (iv) 60,000 shares
exercisable at $0.485 per share, (v) 50,000 shares exercisable at $0.285 per share,
(vi) 62,500 shares exercisable at $0.42 per share and
(vii) 114,583 shares exercisable at $0.48 per share.(9)
    
    Includes the following shares issuable under the 2005 Stock Incentive
Plan upon exercise of options: 33,330 shares exercisable at $0.20 per share and 8,332 shares exercisable at $0.475 per share.(10)
    
    Includes the following shares issuable under the 1995 Directors
Option Plan upon exercise of options: (i) 15,000 shares exercisable at $3.1250 per share, (ii) 
10,000 shares exercisable at $7.1405 per share, (iii) 10,000 shares exercisable at $2.50 per share,
(iv) 10,000 shares exercisable at $0.755 per share, (v) 10,000 shares exercisable at $0.26 per share,
(vi) 10,000 shares exercisable at $0.615 per share, (vii) 10,000 shares
exercisable at $0.37 per share; includes 40,000 shares issuable under the 1995 Option Plan upon exercise of options
at $3.6250 per share; and under the 2005 Stock Incentive Plan includes 8,332 shares exercisable at $0.39 per share
and 8,332 exercisable at $0.475 per share.(11)
    
    Includes the following shares issuable under the 2005 Stock Incentive
Plan upon exercise of options: (i) 16,667 shares exercisable at $0.20 per share and (ii) 8,332 shares
exercisable at $0.475 per share.(12)
    
    Includes the following shares issuable under the 2005 Stock Incentive
Plan upon exercise of options: (i) 44,565 shares exercisable at $0.46 per share and (ii) 35,278 shares
exercisable at $0.295 per share. (13) All of these shares are held through the Ardinger Family Partnership, Ltd. Equity Compensation Plan Information
  Number of securities to be
    
    
    
    
    
    
    Number of securities remainingissued upon exercise of
    
    
    Weighted-average exercise
    
    
    available for future issuance underoutstanding options,
    
    
    price of outstanding options,
    
    
    equity compensation plans (excludingPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    securities reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,035,935
    
    
    $
    1.42
    
    
    
    1,782,794Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,035,935
    
    
    $
    1.42
    
    
    
    1,782,794
  54




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
   Board of Directors Independence
     55




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  2007
    
    
    2008Audit (1)
    
    $
    88,615
    
    
    $
    87,325Audit Related Fees (2)
    
    
    
    
    
    
    3,150Tax Fees (3)
    
    
    17,650
    
    
    
    21,800All Other Fees (4)
    
    
    15,500
    
    
    
    5,000TOTAL
    
    $
    121,765
    
    
    $
    117,275
 
 (1)
    
    Consists primarily of
quarterly review and annual audit services(2)
    
    Consists primarily of review services for Form S-8(3)
    
    Consists primarily of Federal and State tax services(4)
    
    Consists primarily of Sarbanes-Oxley compliance services   56




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##### Table of Contents



Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    Documents filed as part of the Report:
 1.
    
    Financial Statements:Consolidated Balance Sheets at December 31, 2007 and 2008Consolidated Statements of Operations for the years ended December 31, 2007 and 2008Consolidated Statements of Stockholders Equity for the years ended December 31, 2007
and 2008Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008Notes to Consolidated Financial Statements.2.
    
    All other schedules are omitted because of they are not required or because the
required information is given in the consolidated financial statements or notes
thereto.3.
    
    Exhibits:
 EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibit2.1
    
    
    Agreement and Plan of Merger and Reorganization (1)2.2
    
    
    Asset Purchase Agreement between ViewCast.com, Inc. and Ancept Media Server, LLC,
dated March 5, 2009 (26)2.3
    
    
    First Amendment to Asset Purchase Agreement between ViewCast.com, Inc. and Ancept
Media Server, LLC, dated March 13, 2009 (26)3.1
    
    
    Certificate of Incorporation (1)3.2
    
    
    Amendment to Certificate of Incorporation (1)3.3
    
    
    Restated Bylaws (4)3.4
    
    
    Certificate of Designation of Series B Convertible Preferred Stock (2)3.5
    
    
    Certificate of Designation of Series C Convertible Preferred Stock (6)3.6
    
    
    Certificate of Designation of Series D Redeemable Convertible Preferred Stock (7)3.7
    
    
    Certificate of Designation of Series E Convertible Redeemable Preferred Stock (20)4.1
    
    
    Form of Common Stock Certificate (1)4.2
    
    
    Form of Warrant Certificate (1)4.3
    
    
    Form of Warrant Agreement between ViewCast and Continental Stock Transfer & Trust
Company (1)4.4
    
    
    Form of Representatives Warrant Agreement (1)4.5
    
    
    Notice of Extension of Warrant Expiration Date and Exercise Price Adjustment (5)4.6
    
    
    Warrant Issued to Ardinger Family Partnership, LTD (20)10.1
    
    
    Form of Indemnification Agreement between ViewCast and Executive Officers and
Directors (1)10.2
    
    
    Working Capital Line of Credit Loan Agreement between ViewCast and the Ardinger
Family Partnership, LTD (3)10.3
    
    
    Sublease Agreement between ViewCast and Host Communications, Inc. (6)10.4
    
    
    Reserved.10.5
    
    
    Revolving Loan Agreement between MMAC Communications Corp. and Keltic Financial
Partners, LP dated as of October 11, 2002 (7)
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Exhibit No.
    
    Description of Exhibit10.6
    
    
    Guarantee of Payment and Performance from ViewCast.com, Inc. to Keltic Financial
Partners, LP dated as of October 11, 2002 (7)10.7
    
    
    Subordination Agreement by and among Keltic Financial Partners, LP, MMAC
Communications Corp. and ViewCast.com, Inc. dated as of October 11, 2002 (7)10.8
    
    
    General Security Agreement by and between MMAC Communications Corp. and Keltic
Financial Partners, LP dated as of October 11, 2002 (7)10.9
    
    
    Revolving Note by MMAC Communications Corp. in favor of Keltic Financial Partners, LP
dated as of October 11, 2002 (7)10.10
    
    
    ViewCast.com, Inc. 2005 Stock Incentive Plan (14)10.11
    
    
    ViewCast.com, Inc. 2005 Employee Stock Purchase Plan (15)10.12
    
    
    Reserved.10.13
    
    
    Reserved.10.14
    
    
    Reserved.10.15
    
    
    Form of Amended and Restated Security Agreement dated October 15, 2003 between
ViewCast.com, Inc. and the Ardinger Family Partnership, LTD (8)10.16
    
    
    Form of Amended and Restated Pledge Agreement dated October 15, 2003 between
ViewCast.com, Inc. and the Ardinger Family Partnership, LTD (8)10.17
    
    
    Form of First Amendment to the Revolving Loan Agreement dated October 11, 2003
between Delta Computec Inc. and Keltic Financial Partners, LP (8)10.18
    
    
    Reserved.10.19
    
    
    Reserved.10.20
    
    
    Third Amendment dated as of December 10, 2004 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.21
    
    
    Fourth Amendment dated as of January 10, 2005 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.22
    
    
    Fifth Amendment dated as of February 15, 2005 to Revolving Loan Agreement between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (9)10.23
    
    
    Notice of Lower Temporary Conversion Price dated March 21, 2005 (10)10.24
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 22, 2005 (10)10.25
    
    
    Sixth Amendment, dated as if April 15, 2005, to Revolving Loan Agreement Between MMAC
Communications Corp. and Keltic Financial Partners, LP dated as of October 11, 2002
(11)10.26
    
    
    Seventh Amendment, dated as if July 15, 2005, to Revolving Loan Agreement Between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (12)10.27
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated July 22, 2005 (13)10.28
    
    
    Eighth Amendment, dated as if October 11, 2005, to Revolving Loan Agreement Between
MMAC Communications Corp. and Keltic Financial Partners, LP dated as of October 11,
2002 (16)10.29
    
    
    Reserved.10.30
    
    
    Office Lease Agreement between ViewCast and TR Plano Parkway Partners, L.P. (17)10.31
    
    
    Letter Agreement Amending Revolving and Term Credit Facility dated March 20, 2006 (18)10.32
    
    
    Office Lease Agreement between ViewCast and Valwood Centreport, LP (19)10.33
    
    
    Registration Rights Agreement by and among ViewCast and Ardinger Family Partnership,
Ltd. Dated as of December 11, 2006 (20)
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Exhibit No.
    
    Description of Exhibit10.34
    
    
    Second Amended Loan and Security Agreement dated as of December 11, 2006 (20)10.35
    
    
    Exchange Agreement dated as of December 11, 2006 by and among ViewCast, Osprey
Technoligies, Inc. and Videoware, Inc. and Ardinger Family Partnership, Ltd. (20)10.36
    
    
    Employment Agreement by and between ViewCast Corporation and David T. Stoner
effective as of March 1, 2007 (21)10.37
    
    
    2007 Executive Incentive Compensation Plan for David T. Stoner (21)10.38
    
    
    Employment Agreement by and between ViewCast Corporation and Laurie L. Latham
effective as of March 1, 2007 (21)10.39
    
    
    2007 Executive Incentive Compensation Plan for Laurie L. Latham (21)10.40
    
    
    Purchase and Sale Agreement/Security Agreement by and among ViewCast.com, Inc.,
Osprey Technologies, Inc., Videoware, Inc. and Amegy Bank National Association, dated
June 29, 2007 (22)10.41
    
    
    Amendment to Purchase and Sale Agreement/Security Agreement by and among
ViewCast.com, Inc., Osprey Technologies, Inc., Videoware, Inc. and Amegy Bank
National Association, dated June 29, 2007 (22)10.42
    
    
    Employment Agreement by and between ViewCast.com, Inc. and Gary Klembara effective
September 1, 2007 (23)10.43
    
    
    First Amendment to Amended and Restated Security Agreement by and among Ardinger
Family Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and
Videoware, Inc. (24)10.44
    
    
    First Amendment to Warrant to Purchase Common Stock by and between ViewCast.com, Inc.
and Ancept Media Server, LLC, dated February 27, 2009. (25)14.1
    
    
    Code of Ethics (24)21.1
    
    
    Subsidiaries of ViewCast.com, Inc. (25)23.1
    
    
    Consent of KBA Group LLP *31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications *32.1
    
    
    Statement 1350 Certifications *
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Registration Statement on Form SB-2 and all amendments
thereto as declared effective on February 4, 1997(2)
    
    Incorporated by reference to Form 8-K filed March 15, 1999.(3)
    
    Incorporated by reference to Form 10-KSB filed March 26, 1999.(4)
    
    Incorporated by reference to Form S-3 filed June 30, 2000.(5)
    
    Incorporated by reference to Form 8-K filed January 23, 2002.(6)
    
    Incorporated by reference to Form 10-K filed April 16, 2002.(7)
    
    Incorporated by reference to Form 8-K filed October 25, 2002.(8)
    
    Incorporated by reference to Form 10-QSB filed November 14, 2003.(9)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(10)
    
    Incorporated by reference to Form 8-K filed March 25, 2005.(11)
    
    Incorporated by reference to Form 8-K filed April 21, 2005.  59




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##### Table of Contents



(12)
    
    Incorporated by reference to Form 8-K filed July 18, 2005.(13)
    
    Incorporated by reference to Form 8-K filed July 27, 2005.(14)
    
    Incorporated by reference to Appendix A to Proxy Statement filed September 9, 2005.(15)
    
    Incorporated by reference to Appendix B to Proxy Statement filed September 9, 2005.(16)
    
    Incorporated by reference to Form 8-K filed October 17, 2005.(17)
    
    Incorporated by reference to Form 8-K filed January 17, 2006.(18)
    
    Incorporated by reference to Form 8-K filed March 23, 2006.(19)
    
    Incorporated by reference to Form 8-K filed November 2, 2006.(20)
    
    Incorporated by reference to Form 8-K filed December 15, 2006.(21)
    
    Incorporated by reference to Form 10-KSB/A filed April 30, 2007.(22)
    
    Incorporated by reference to Form 8-K filed July 6, 2007.(23)
    
    Incorporated by reference to Form 8-K filed September 5, 2007.(24)
    
    Incorporated by reference to Form 8-K filed November 4, 2008.(25)
    
    Incorporated by reference to Form 8-K filed March 5, 2009.(26)
    
    Incorporated by reference to Form 8-K filed March 23, 2009.(27)
    
    Incorporated by reference to Form 10-KSB filed March 30, 2004.(28)
    
    Incorporated by reference to Item 1. Description of Business-Overview of this report.  60




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##### Table of Contents



SIGNATURES
  Date
    
    ViewCast.com, Inc.April 30, 2009
    
    By:
    
    /s/ Laurie L. Latham

Laurie L. LathamChief Financial Officer and Senior Vice President of Finance
and Administration
  DateApril 30, 2009
    
    By:
    
    /s/ David T. Stoner

David T. Stoner
Director and Chief
Executive Officer
(Principal Executive
Officer)April 30, 2009
    
    By:
    
    /s/ Laurie L. Latham

Laurie L. Latham
Chief Financial
Officer and Senior
Vice President of Finance
and Administration
(Principal Accounting and Financial Officer)April 30, 2009
    
    By:
    
    /s/ George C. Platt

George C. Platt 
DirectorApril 30, 2009
    
    By:
    
    /s/ Joseph W. Autem

Joseph W. Autem 

DirectorApril 30, 2009
    
    By:
    
    /s/ Sherel D. Horsley

Sherel D. Horsley 
DirectorApril 30, 2009
    
    By:
    
    /s/ John W. Slocum, Jr.

John W. Slocum, Jr. 
DirectorApril 30, 2009
    
    By:
    
    /s/ David W. Brandenburg

David W. Brandenburg 

Director
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EXHIBIT INDEX FOR DOCUMENTS FILED WITH THIS REPORT
 ExhibitNo.
    
    Description of Exhibit23.1
    
    
    Consent of KBA Group LLP31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  62