##### 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, 2009.
 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 incorporation or
    
    (I.R.S. Employer Identification No.)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
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




---



##### 



TABLE OF CONTENTS
 Item
    
    
    
    PageNo.
    
    
    
    No.Part I1.
    
    Business
    
    
    32.
    
    Properties
    
    
    113.
    
    Legal Proceedings
    
    
    114.
    
    Submission of Matters to a Vote of Security Holders
    
    
    11Part II5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    126.
    
    Selected Financial Data
    
    
    127.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    137A.
    
    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
    
    
    41Part III10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    4211.
    
    Executive Compensation
    
    
    4512.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    5113.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    5314.
    
    Principal Accountant Fees and Services
    
    
    5415.
    
    Exhibits and Financial Statement Schedules
    
    
    55Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 32.1




---



##### Table of Contents



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




---



##### Table of Contents



Market Background and Market Drivers
 ®
   Market Drivers
  
    
    Transition to digitized Internet Protocol (IP) distribution platform for information,
content and communication;
 
    
    Increase adoption of webcasting, streaming and video applications for business
efficiency;
 
    
    Increase in adoption of high-definition content demand drives the need for advanced
solutions;
 
    
    Proliferation of digital assets within media and entertainment, business, educational,
and government entities;
 
    
    Evolution of digital asset management with web content management creates increased
value for managing online presence;
 
    
    Increase in DAM technology within new markets such as advertising, publishing,
telecommunications and life sciences as new standards are adopted;
 
    
    Increase in advertising spend (TV vs. Web);
 
    
    The value proposition in terms of investment, efficiency, flexibility and speed
continues to increase demand on the enterprise side; and
 
    
    Rising adoption of mobile video worldwide is expected to drive the demand for efficient
video compression solutions and delivery solutions.
  4




---



##### Table of Contents



How ViewCast Addresses the Market
  
    
    ViewCast develops industry-leading solutions for the transformation, management 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 Advantage
  
    
    Proprietary designs and 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, ViewCast Media Platform software,
 
    
    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;
  5




---



##### Table of Contents




    
    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 have adjusted our expense levels and will continue to
monitor expenses during 2010 while investing in growth areas of sales, marketing, and
research and development; and
 
    
    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 Products and Services
  
    
    Osprey Video® line of capture cards,
 
    
    Niagara® line of video encoding systems and related SimulStream® and Niagara SCX®
software,
 
    
    ViewCast Media Platform (VMp) DAM software suite including ViewCast Media Production,
 
    
    Professional services and support, and
 
    
    Other complementary products and technologies from leading providers.
  
    
    Ingest/Encode
 
    
    Index
 
    
    Transform
 
    
    Manage
 
    
    Search/Access
 
    
    Edit
 
    
    Workflow
 
    
    Deliver (Live or on-demand) to users and devices on delivery networks, such as
enterprise, web, IPTV, digital signage, and mobile
 Osprey Video Products. ®
 
    
    Designed for video acquisition/capture/streaming
  6




---



##### Table of Contents




    
    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. ® ®
 
    
    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® software technology:
 
    
    Stream a single video source in multiple formats, bitrates and resolutions 
simultaneously
 
    
    Configure & control encoding into multiple formats over the network through an
easy-to-use Web interface allowing scalability and remote access
  ViewCast Media Platform (VMp) Software.
  
    
    Comprehensive File Management
 
    
    Unlike other digital management solutions  the VMp software manages dozens of
audio and video formats, hundreds of image formats, Microsoft® Office docs and
Adobe® PDF files.
 
    
    Full-featured solution supports the needs of large enterprises, while remaining
flexible and affordable to serve the needs of small to medium businesses.
 
    
    Complete Life Cycle Management
 
    
    From ingest to delivery  the VMp software enables and automates content
production; manages distribution and publishing; controls access and usage of
content; significantly reduce costs.
 
    
    Includes live event management, which allows scheduling, recording and delivery
of live video from encoder and video sources on the network.
  7




---



##### Table of Contents



Marketing and Sales
  
    
    Broadcasters and Narrowcasters,
 
    
    Federal, State, and Local Government,
 
    
    Small, Medium, and Large Enterprises,
 
    
    Mobile and Wireline Carriers,
 
    
    Education and Training,
 
    
    Retail and Consumer Package Goods,
 
    
    Content Delivery Networks,
 
    
    Digital Signage Integrators,
 
    
    Other industry verticals such as advertising, medical and insurance.
  
    
    Osprey and Niagara  best-in-class live encoding solutions for:
 
    
    Industry leading brands, proven solutions, Microsoft & Adobe partners and
significant customers
 
    
    ViewCast Media Platform (VMp)  best-in-class media management solutions for:
 
    
    Strong industry brand, robust and proven solutions, IBM partner and significant
customers
 
    
    VMp customers have access to a high-quality content ingest solution using Niagara
encoders:
 
    
    Integrated control via the VMp software modules
     8




---



##### Table of Contents



Production and Supply
   Installation, Service and Maintenance
   Research and Development
   Competition
    9




---



##### Table of Contents



Patents, Copyrights, Trademarks and Proprietary Information
  ® ® ® ® ® ®
   Government Regulation
  Employees
  Item 1A. Risk Factors
  Item 1B. Unresolved Staff Comments
   10




---



##### Table of Contents



Item 2. Properties
    
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  1.
    
    Election of directors for one-year terms.
 Number of
    
    
    Number ofNumber of
    
    
    Votes Against
    
    
    Votes
    
    
    BrokerNominees
    
    Votes For
    
    
    or Withheld
    
    
    Abstaining
    
    
    Non-VotesGeorge C. Platt
    
    
    40,794,760
    
    
    
    1,144,332
    
    
    
    
    
    
    
    4,473,798David T. Stoner
    
    
    40,794,960
    
    
    
    1,144,132
    
    
    
    
    
    
    
    4,473,798Joseph Autem
    
    
    40,822,246
    
    
    
    1,116,846
    
    
    
    
    
    
    
    4,473,798Sherel Horsley
    
    
    40,822,346
    
    
    
    1,116,746
    
    
    
    
    
    
    
    4,473,798David W. Brandenburg
    
    
    40,822,246
    
    
    
    1,116,846
    
    
    
    
    
    
    
    4,473,798John Slocum, Jr.
    
    
    40,822,246
    
    
    
    1,116,846
    
    
    
    
    
    
    
    4,473,798
 2.
    
    Approval of an amendment to ViewCasts 2005 Incentive Stock Plan increasing the
number of shares of common stock available for award from 3,000,000 to 6,000,000.
 Number of Votes
    
    
    Number of Votes
    
    
    Number of Votes
    
    
    BrokerFor
    
    
    Against
    
    
    Abstaining
    
    
    Non-Votes25,015,197
    
    
    
    2,412,666
    
    
    
    2,479
    
    
    
    18,982,548
 3.
    
    Ratification of BKD, LLP as ViewCasts independent registered public accounting firm
for the fiscal year 2009.
 Number of Votes
    
    
    Number of Votes
    
    
    Number of VotesFor
    
    
    Against
    
    
    Abstaining
    
    
    Broker Non-Votes41,031,706
    
    
    
    895,183
    
    
    
    12,203
    
    
    
    4,473,798
  11




---



##### Table of Contents



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 2008
    
    High
    
    
    Low1st Quarter
    
    $
    0.42
    
    
    $
    0.262nd Quarter
    
    $
    0.44
    
    
    $
    0.263rd Quarter
    
    $
    0.45
    
    
    $
    0.254th Quarter
    
    $
    0.42
    
    
    $
    0.27
 Common StockFiscal 2009
    
    High
    
    
    Low1st Quarter
    
    $
    0.41
    
    
    $
    0.302nd Quarter
    
    $
    0.40
    
    
    $
    0.283rd Quarter
    
    $
    0.34
    
    
    $
    0.154th Quarter
    
    $
    0.26
    
    
    $
    0.15
  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
   12




---



##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Overview
 ® ®
    13




---



##### Table of Contents



Financial Highlights of 2009
   Critical Accounting Policies
  
    
    Revenue Recognition We apply provisions of Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements as revised
by SAB 104, Revenue Recognition, FASB ASC 605, Revenue Recognition and FASB ASC 985,
Software. 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
determine in the future 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.
  14




---



##### Table of Contents




    
    Purchase Accounting, Goodwill and Intangible Assets We use the purchase method of
accounting for our business acquisitions, accordingly, the statement of operation include
the results of acquired businesses since the date of acquisition. The assets acquired and
liabilities assumed are recorded at their estimated fair value as determined by management
and supported by an independent third-party valuation.
 
    
    Goodwill Arising from the Acquisitions of Business We record goodwill arising from
the acquisition of a business as the excess of the purchase price over the estimated fair
value of the net assets of the business acquired. In accordance with FASB ASC 350,
Intangibles  Goodwill and Other, we are required to test goodwill for impairment
annually or more frequently if circumstances indicate potential impairment. Consistent
with this standard, we will review goodwill, as well as other intangible assets and
long-term assets, for impairment annually or more frequently as warranted, and if
circumstances indicate that the recorded value of any such other asset is impaired, such
asset is written down to its new, lower fair value. If any item of goodwill or such other
asset is determined to be impaired, an impairment loss would be recognized equal to the
amount by which the recorded value exceeds the estimated fair market value.
 Results of Operations
 Year Ended December 31, 2009 compared to Year Ended December 31, 2008.
 Net Sales . ® ®
  Osprey Product Sales .
 ViewCast Niagara® Streaming/Encoding Systems.
  15




---



##### Table of Contents



Software Licenses and Other Revenues .
 Cost of Sales/Gross Profit .
  Selling, General and Administrative Expense .
 Research and Development Expense.
 Depreciation and Amortization Expense.
 Other Income and Expense
 Net Income .
  16




---



##### Table of Contents



Liquidity and Capital Resources
        17




---



##### Table of Contents



18




---



##### Table of Contents



Operating Leases
  Contractual Obligations
    
    (In thousands)and Commitments:
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    TotalOperating leases
    
    $
    370
    
    
    $
    274
    
    
    $
    239
    
    
    $
    243
    
    
    $
    1,934
    
    
    $
    3,060$
    370
    
    
    $
    274
    
    
    $
    239
    
    
    $
    243
    
    
    $
    1,934
    
    
    $
    3,060
  Off Balance Sheet Arrangements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   19




---



##### Table of Contents



Item 8. Financial Statements
 ViewCast.com, Inc. and Subsidiaries
Index to Consolidated Financial Statements
 Reports of Independent Registered Public Accounting Firms
    
    
    21-22Consolidated Balance Sheets at December 31, 2008 and 2009
    
    
    23Consolidated Statements of Operations for the years ended December 31, 2008 and 2009
    
    
    24Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2008 and 2009
    
    
    25Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2009
    
    
    26Notes to Consolidated Financial Statements
    
    
    27
  20




---



##### Table of Contents



21




---



##### Table of Contents



22




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,579,683
    
    
    $
    368,151Accounts receivable, less allowance for doubtful accounts of
$82,317 and $69,767 at December 31, 2008 and 2009, respectively
    
    
    2,654,217
    
    
    
    1,208,929Inventories, net
    
    
    2,824,236
    
    
    
    2,283,348Prepaid expenses
    
    
    352,089
    
    
    
    208,804Total current assets
    
    
    7,410,225
    
    
    
    4,069,232Property and equipment, net
    
    
    772,290
    
    
    
    575,032Goodwill
    
    
    
    
    
    
    620,002Intangible assets, net
    
    
    423,028
    
    
    
    1,535,135Deposits
    
    
    48,177
    
    
    
    48,433Total assets
    
    $
    8,653,720
    
    
    $
    6,847,834LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Accounts payable
    
    $
    1,106,892
    
    
    $
    730,395Accrued expenses and other current liabilities
    
    
    1,143,882
    
    
    
    1,033,167Stockholder accrued interest
    
    
    169,846
    
    
    
    Line of credit
    
    
    
    
    
    
    92,321Current maturities of long-term debt and stockholder notes payable
    
    
    159,032
    
    
    
    157,133Total current liabilities
    
    
    2,579,652
    
    
    
    2,013,016Long-term debt, less current maturities
    
    
    38,172
    
    
    
    46,698Stockholder notes payable, less current maturities
    
    
    5,012,827
    
    
    
    5,012,827Total liabilities
    
    
    7,630,651
    
    
    
    7,072,541Commitments and contingenciesStockholders equity (deficit):Preferred stock, $0.0001 par value, authorized 5,000,000 shares:Series B convertible  issued and outstanding shares  800,000
 liquidation value of $16 per share as of December 31, 2008
and 2009
    
    
    80
    
    
    
    80Series C convertible  issued and outstanding shares  200,000
 liquidation value of $31 and $32 per share as of December
31, 2008 and 2009, respectively
    
    
    20
    
    
    
    20Series E convertible  issued and outstanding shares  80,000
 liquidation value of $104 and $105 per share as of December
31, 2008 and 2009 respectively
    
    
    8
    
    
    
    8Common stock, $.0001 par value, authorized 100,000,000 shares;
issued shares  32,419,886 and 36,126,306 at December 31, 2008 and
2009, respectively
    
    
    3,242
    
    
    
    3,613Additional paid-in capital
    
    
    70,153,562
    
    
    
    71,705,762Accumulated deficit
    
    
    (69,121,937
    )
    
    
    (71,922,284
    )Treasury stock, 261,497 shares at cost
    
    
    (11,906
    )
    
    
    (11,906
    )Total stockholders equity (deficit)
    
    
    1,023,069
    
    
    
    (224,707
    )Total liabilities and stockholders equity (deficit)
    
    $
    8,653,720
    
    
    $
    6,847,834
   23




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year ended December 31,2008
    
    
    2009Net sales
    
    $
    17,362,212
    
    
    $
    13,905,860Cost of sales
    
    
    5,434,289
    
    
    
    5,123,186Gross profit
    
    
    11,927,923
    
    
    
    8,782,674Operating expenses:Selling, general and administrative
    
    
    7,819,216
    
    
    
    7,624,962Research and development
    
    
    2,936,054
    
    
    
    3,032,215Depreciation and amortization
    
    
    479,456
    
    
    
    789,428Total operating expenses
    
    
    11,234,726
    
    
    
    11,446,605Operating income (loss)
    
    
    693,197
    
    
    
    (2,663,931
    )Other income (expense):Interest expense (including $172,526
and $154,426 of expense to related
parties)
    
    
    (183,497
    )
    
    
    (162,831
    )Interest income
    
    
    32,805
    
    
    
    4,666Other
    
    
    
    
    
    
    3,975Total other expense, net
    
    
    (150,692
    )
    
    
    (154,190
    )Net income (loss) before income taxes
    
    
    542,505
    
    
    
    (2,818,121
    )Income tax income benefit (expense)
    
    
    (11,400
    )
    
    
    17,774NET INCOME (LOSS)
    
    $
    531,105
    
    
    $
    (2,800,347
    )Preferred stock dividends
    
    
    (820,029
    )
    
    
    (820,000
    )Net loss applicable to common stockholders
    
    $
    (288,924
    )
    
    $
    (3,620,347
    )Net loss per shareBasic
    
    $
    (0.01
    )
    
    $
    (0.10
    )Diluted
    
    $
    (0.01
    )
    
    $
    (0.10
    )Weighted average number of common shares outstandingBasic
    
    
    32,110,458
    
    
    
    35,171,107Diluted
    
    
    32,110,458
    
    
    
    35,171,107
   24




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 YEARS ENDED DECEMBER 31, 2008 AND 2009
 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, 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,571.00
    
    
    
    1
    
    
    
    2,999
    
    
    
    0
    
    
    
    
    
    
    
    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
    )
    
    
    1,023,069Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,280
    
    
    
    
    
    
    
    
    
    
    
    195,280Employee stock purchase plan
issuance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,106
    
    
    
    6
    
    
    
    14,435
    
    
    
    
    
    
    
    
    
    
    
    14,441Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    1
    
    
    
    2,849
    
    
    
    
    
    
    
    
    
    
    
    2,850Exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500,000
    
    
    
    250
    
    
    
    939,750
    
    
    
    
    
    
    
    
    
    
    
    940,000Stock issuance for acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,141,314
    
    
    
    114
    
    
    
    399,886
    
    
    
    
    
    
    
    
    
    
    
    400,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,800,347
    )
    
    
    
    
    
    
    (2,800,347
    )Balances, December 31, 2009
    
    
    800,000
    
    
    $
    80
    
    
    
    200,000
    
    
    $
    20
    
    
    
    80,000
    
    
    $
    8
    
    
    
    36,126,306
    
    
    $
    3,613
    
    
    $
    71,705,762
    
    
    $
    (71,922,284
    )
    
    $
    (11,906
    )
    
    $
    (224,707
    )
   25




---



##### Table of Contents



VIEWCAST.COM, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year ended December 31,2008
    
    
    2009Operating activities:Net income (loss)
    
    $
    531,105
    
    
    $
    (2,800,347
    )Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:Bad debt expense (gain)
    
    
    57,912
    
    
    
    (175
    )Depreciation of property and equipment
    
    
    350,795
    
    
    
    446,729Amortization of intangible assets
    
    
    128,661
    
    
    
    342,699Warranty reserve
    
    
    137,126
    
    
    
    44,808Stock based compensation expense
    
    
    138,491
    
    
    
    195,280Common stock issued to employee for services
    
    
    3,000
    
    
    
    Loss on disposition of property and equipment
    
    
    
    
    
    
    973Changes in operating assets and liabilities: (net of effect of acquisition)Accounts receivable
    
    
    (450,996
    )
    
    
    1,606,223Inventories
    
    
    (457,036
    )
    
    
    540,888Prepaid expenses
    
    
    (108,475
    )
    
    
    143,700Deposits
    
    
    (2,611
    )
    
    
    (256
    )Accounts payable
    
    
    650,251
    
    
    
    (376,497
    )Accrued expenses and other current liabilities
    
    
    78,899
    
    
    
    (454,861
    )Stockholder accrued interest
    
    
    (23,148
    )
    
    
    (169,846
    )Net cash provided by (used in) operating activities
    
    
    1,033,974
    
    
    
    (480,682
    )Investing activities:Capitalized software development costs
    
    
    (228,322
    )
    
    
    (520,806
    )Purchase of property and equipment
    
    
    (353,310
    )
    
    
    (195,458
    )Cash paid for acquisition
    
    
    
    
    
    
    (1,031,422
    )Net cash used in investing activities
    
    
    (581,632
    )
    
    
    (1,747,686
    )Financing activities:Proceeds from sale of common stock
    
    
    17,236
    
    
    
    14,441Proceeds from exercise of employee stock options
    
    
    3,883
    
    
    
    2,850Net proceeds from exercise of warrants
    
    
    
    
    
    
    940,000Proceeds from line of credit
    
    
    
    
    
    
    92,321Repayments of long-term debt
    
    
    (29,194
    )
    
    
    (32,776
    )Net cash provided by (used in) financing activities
    
    
    (8,075
    )
    
    
    1,016,836Net increase (decrease) in cash and cash equivalents
    
    
    444,267
    
    
    
    (1,211,532
    )Cash and cash equivalents, beginning of period
    
    
    1,135,416
    
    
    
    1,579,683Cash and cash equivalents, end of period
    
    $
    1,579,683
    
    
    $
    368,151Supplemental cash flow information:Cash paid for interest
    
    $
    206,645
    
    
    $
    332,677Cash paid for income taxes
    
    $
    34,115
    
    
    $
    1,085Non-cash items:Stock issued for acquisition
    
    $
    
    
    
    $
    400,000Liabilities assumed in acquisition
    
    $
    
    
    
    $
    299,338Acquisition of property and equipment under capital leases
    
    $
    48,362
    
    
    $
    39,403
   26




---



##### Table of Contents



ViewCast.com, Inc.
 
 Notes to the Consolidated Financial Statements
 1. The Company and Description of Business and Future Liquidity Needs
 ® ®
   2. Summary of Significant Accounting Policies
 Principles of Consolidation
   27




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Cash and Cash Equivalents
   Accounts Receivable
   Year ended December 31,2008
    
    
    2009Beginning balance
    
    $
    30,390
    
    
    $
    82,317Bad debt expense
    
    
    57,912
    
    
    
    (175
    )Uncollectible accounts written off
    
    
    (5,985
    )
    
    
    (12,375
    )Ending balance
    
    $
    82,317
    
    
    $
    69,767
 Inventories
  Property and Equipment
  Intangible Assets and Amortization
   28




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   December 31, 2008
    
    
    December 31, 2009Gross carrying
    
    
    Accumulated
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    amortization
    
    
    amount
    
    
    amortizationCustomer Lists
    
    $
    
    
    
    $
    
    
    
    $
    60,000
    
    
    $
    9,581Non-Compete agreements
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    6,387Capitalized Software
Costs
    
    
    1,385,215
    
    
    
    1,049,412
    
    
    
    2,733,950
    
    
    
    1,369,532Patents
    
    
    102,594
    
    
    
    15,369
    
    
    
    124,665
    
    
    
    21,980$
    1,487,809
    
    
    $
    1,064,781
    
    
    $
    2,942,615
    
    
    $
    1,407,480
  2010
    
    $
    434,3372011
    
    
    369,9692012
    
    
    246,9572013
    
    
    140,7622014
    
    
    131,180Thereafter
    
    
    211,929$
    1,535,135
  Impairment of Long-Lived Assets
  Goodwill
  Revenue Recognition
   29




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Net Earnings Per Share
  Year Ended December 31,2008
    
    
    2009Net loss applicable to common stockholders 
numerator for basic and diluted earnings per
share
    
    $
    (288,924
    )
    
    $
    (3,620,347
    )Weighted  average common shares outstanding
 denominator for basic earnings per share
    
    
    32,110,458
    
    
    
    35,171,107Net loss per share:Basic
    
    $
    (0.01
    )
    
    $
    (0.10
    )Diluted
    
    $
    (0.01
    )
    
    $
    (0.10
    )
  Anti-dilutive securities excluded from diluted earnings per share:Stock options
    
    
    3,776,368
    
    
    
    4,554,881Public and private warrants
    
    
    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
    
    
    15,215,686
    
    
    
    13,333,333
 Warranty Reserves
   30




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2008
    
    
    2009Beginning balance
    
    $
    133,940
    
    
    $
    199,446Charged to expense
    
    
    137,126
    
    
    
    44,808Usage
    
    
    (71,620
    )
    
    
    (88,404
    )Ending balance
    
    $
    199,446
    
    
    $
    155,850
 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
    
    
    Percent2008
    
    
    3
    
    
    
    42
    %
    
    
    1
    
    
    
    31
    %2009
    
    
    3
    
    
    
    39
    %
    
    
    2
    
    
    
    42
    %
   Use of Estimates
  Income Taxes
  Advertising Costs
   31




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 Fair Value of Financial Instruments
  Stock-Based Compensation
   Year Ended December 31,2008
    
    
    2009Expected volatility
    
    
    126
    %
    
    
    132
    %Risk-free interest rate
    
    
    3.17
    %
    
    
    2.81
    %Expected dividends
    
    
    0.0
    %
    
    
    0.0
    %Expected term in years
    
    
    4.60
    
    
    
    4.48
 3. Acquisition
   32




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Accounts receivable
    
    $
    160,760Prepaid expenses
    
    
    415Software
    
    
    850,000Customer related intangible assets
    
    
    60,000Non-compete agreements
    
    
    24,000Goodwill
    
    
    620,002Property and equipment
    
    
    15,583Total assets acquired
    
    
    1,730,760Liabilities assumed
    
    
    (299,338
    )Net assets acquired
    
    $
    1,431,422
    Year ended December 31,2008
    
    
    2009(Unaudited)
    
    
    (Unaudited)Net sales
    
    $
    18,951,729
    
    
    $
    14,066,487Net income (loss) applicable to common stockholders
    
    
    371,395
    
    
    
    (2,807,661
    )Basic and diluted net income (loss) per common
share applicable to common stockholders
    
    $
    0.01
    
    
    $
    (0.08
    )Weighted average number of common shares outstandingbasic
    
    
    33,251,772
    
    
    
    35,396,243diluted
    
    
    33,371,262
    
    
    
    35,396,243
  33




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 4. Inventories
  December 31,
    
    
    December 31,2008
    
    
    2009Purchased materials
    
    $
    1,670,260
    
    
    $
    1,077,135Finished goods
    
    
    1,207,518
    
    
    
    1,330,783Inventory obsolescence reserve
    
    
    (53,542
    )
    
    
    (124,570
    )$
    2,824,236
    
    
    $
    2,283,348
 5. Property and Equipment
  EstimatedUseful Life
    
    December 31,(Years)
    
    2008
    
    
    2009Service equipment
    
    3
    
    $
    242,362
    
    
    $
    242,362Computer equipment
    
    2 to 7
    
    
    420,398
    
    
    
    497,139Software
    
    3 to 5
    
    
    184,038
    
    
    
    207,531Leasehold improvements
    
    1 to 5
    
    
    172,697
    
    
    
    172,697Office furniture and equipment
    
    5 to 7
    
    
    1,136,470
    
    
    
    1,284,8842,155,965
    
    
    
    2,404,613Less accumulated depreciation
and
amortization
    
    
    
    
    (1,383,675
    )
    
    
    (1,829,581
    )$
    772,290
    
    
    $
    575,032
 6. Accrued expenses and other current liabilities
  December 31,2008
    
    
    2009Accrued compensation
    
    $
    302,310
    
    
    $
    123,882Accrued warranty
    
    
    199,446
    
    
    
    155,850Accrued inventory purchases
    
    
    39,595
    
    
    
    50,450Customer deposits
    
    
    122,321
    
    
    
    28,919Deferred rent
    
    
    73,484
    
    
    
    46,258Deferred revenue
    
    
    156,611
    
    
    
    353,458Accrued taxes and other
    
    
    250,115
    
    
    
    274,350$
    1,143,882
    
    
    $
    1,033,167
  34




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 7. Line of Credit
  8. Long-term Debt
 Stockholder Term Notes
   December 31, 2008
    
    
    December 31, 2009Aggregate of the Outstanding Principal (Primary Principal
Amount)
    
    $
    1,250,000
    
    
    $
    1,250,000Accrued and Outstanding Interest (Secondary Principal Amount)
    
    
    3,891,361
    
    
    
    3,891,361Other debt
    
    
    68,670
    
    
    
    75,297Total long-term debt
    
    
    5,210,031
    
    
    
    5,216,658Less current maturities
    
    
    (159,032
    )
    
    
    (157,133
    )Total long-term debt less current maturities
    
    $
    5,050,999
    
    
    $
    5,059,525
  35




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
  Year ended December 31,2010
    
    $
    157,1332011
    
    
    279,7602012
    
    
    4,777,7262013
    
    
    2,039$
    5,216,658
 9. Income Taxes
   Year ended December 31,2008
    
    
    2009Deferred tax assets (liability):Net operating loss carryforwards
    
    $
    25,712,000
    
    
    $
    26,675,000Deferred revenue
    
    
    51,000
    
    
    
    130,000Goodwill and other intangibles
    
    
    
    
    
    
    10,000Accrued liabilities
    
    
    365,000
    
    
    
    338,000Property and equipment
    
    
    (24,000
    )
    
    
    36,000Software development costs
    
    
    138,000
    
    
    
    67,000Total deferred tax assets
    
    
    26,242,000
    
    
    
    27,256,000Less: valuation allowance
    
    
    (26,242,000
    )
    
    
    (27,256,000
    )Net deferred taxes
    
    $
    
    
    
    $
    
  Year ended December 31,2008
    
    
    2009U.S. federal statutory rate applied to pretax
income
    
    $
    184,000
    
    
    $
    (1,032,000
    )Change in valuation allowance
    
    
    (209,000
    )
    
    
    1,014,000Other
    
    
    36,000
    
    
    
    $
    11,000
    
    
    $
    (18,000
    )
   36




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 10. Stockholders Equity
 Preferred Stock
      Common Stock
  Stock Option Plan
   37




---



##### 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, 2008
    
    
    2,660,850
    
    
    $
    0.20  $7.14
    
    $
    1.99Granted
    
    
    1,812,500
    
    
    
    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
    
    
    4,065,935
    
    
    $
    0.20  $7.14
    
    $
    1.42Granted
    
    
    1,587,500
    
    
    
    0.33  0.33
    
    
    0.33Exercised
    
    
    (10,000
    )
    
    
    0.29  0.29
    
    
    0.29Canceled/forfeited
    
    
    (1,480,972
    )
    
    
    0.29  7.14
    
    
    2.78Outstanding at December 31,
2009
    
    
    4,162,463
    
    
    $
    0.20  $3.52
    
    $
    0.52
   Weighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Range of
    
    Outstanding at
    
    
    Remaining
    
    
    Average
    
    
    Exercisable at
    
    
    AverageExercise
    
    December 31,
    
    
    Contractual
    
    
    Exercise
    
    
    December 31,
    
    
    ExercisePrices
    
    2009
    
    
    Life
    
    
    Price
    
    
    2009
    
    
    Price$0.01  1.00
    
    
    3,547,913
    
    
    
    5.1
    
    
    $
    0.38
    
    
    
    2,161,153
    
    
    $
    0.401.01  2.00
    
    
    532,050
    
    
    
    1.2
    
    
    
    1.12
    
    
    
    532,050
    
    
    
    1.122.01  3.00
    
    
    80,000
    
    
    
    0.6
    
    
    
    2.50
    
    
    
    80,000
    
    
    
    2.503.01  4.00
    
    
    2,500
    
    
    
    0.5
    
    
    
    3.52
    
    
    
    2,500
    
    
    
    3.524,162,463
    
    
    
    4.5
    
    
    $
    0.52
    
    
    
    2,775,703
    
    
    $
    0.60
  Employee Stock Purchase Plan
   38




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
   Warrants
  11. Employee Benefit Plan
   39




---



##### Table of Contents



ViewCast.com, Inc.
Notes to the Consolidated Financial Statements  Continued
 12. Commitments and Contingencies
  OperatingLeasesYear ended December 31:2010
    
    $
    369,8432011
    
    
    274,0802012
    
    
    238,7312013
    
    
    243,320Thereafter
    
    
    1,934,523Total minimum lease payments
    
    $
    3,060,497
  13. Related Party Transactions
   14. Current Economic Conditions
    15. Subsequent Event
   40




---



##### 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
       
 Item 9B. Other Information
   41




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    
    Director Since
    
    Office Held with CompanyGeorge C. Platt
    
    
    69
    
    
    1999
    
    Chairman of the BoardDavid T. Stoner
    
    
    53
    
    
    2008
    
    President and Chief Executive OfficerJoseph Autem
    
    
    52
    
    
    1999
    
    DirectorSherel D. Horsley
    
    
    67
    
    
    2006
    
    DirectorJohn W. Slocum, Jr.
    
    
    69
    
    
    2006
    
    DirectorDavid W. Brandenburg
    
    
    65
    
    
    2008
    
    Director
 George C. Platt
 David T. Stoner
 Joseph Autem
 Sherel D. Horsley
  42




---



##### Table of Contents



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
    
    
    53
    
    
    President and Chief Operating OfficerLaurie L. Latham
    
    
    53
    
    
    Chief Financial Officer and Senior Vice President of Finance and Administration
  43




---



##### Table of Contents



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




---



##### Table of Contents



Code of Ethics
   Shareholder Communications with the Board of Directors.
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
   
 Item 11. Executive Compensation
 Director Compensation
   45




---



##### Table of Contents




    
    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.
   Director Compensation Table
 Fees Earned or Paid
    
    
    Option AwardsName
    
    in Cash ($) (1)
    
    

($) (2)
    
    
    Total ($)Joseph Autem
    
    
    13,225
    
    
    
    9,309
    
    
    
    22,534David Brandenburg
    
    
    13,225
    
    
    
    13,390
    
    
    
    26,615Sherel D Horsley
    
    
    13,000
    
    
    
    8,474
    
    
    
    21,474John W
Slocum, Jr.
    
    
    13,900
    
    
    
    8,474
    
    
    
    22,374
 (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, 2009.  46




---



##### Table of Contents



Summary Compensation Table
   Non-EquityOption
    
    
    Incentive Plan
    
    
    All otherSalary (1)
    
    
    Bonus (1)
    
    
    Awards (2)
    
    
    Compensation
    
    
    Compensation (3)
    
    
    TotalName and Principal Positions
    
    Year
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $George Platt, Chairman (4)
    
    
    2009
    
    
    
    60,667
    
    
    
    
    
    
    
    57,347
    
    
    
    
    
    
    
    
    
    
    
    118,0142008
    
    
    
    100,000
    
    
    
    
    
    
    
    7,421
    
    
    
    
    
    
    
    
    
    
    
    107,421David Stoner, CEO and President (4)
    
    
    2009
    
    
    
    200,667
    
    
    
    
    
    
    
    26,843
    
    
    
    
    
    
    
    
    
    
    
    227,5102008
    
    
    
    193,667
    
    
    
    
    
    
    
    21,867
    
    
    
    72,823
    (6)
    
    
    
    
    
    
    288,357Laurie Latham, CFO and Sr. VP
Finance and Administration
    
    
    2009
    
    
    
    172,667
    
    
    
    
    
    
    
    21,278
    
    
    
    
    
    
    
    
    
    
    
    193,9452008
    
    
    
    174,500
    
    
    
    
    
    
    
    21,269
    
    
    
    67,058
    (6)
    
    
    
    
    
    
    262,827Gary Klembara, Sr. VP Sales (5)
    
    
    2009
    
    
    
    150,690
    
    
    
    
    
    
    
    
    
    
    
    14,250
    (7)
    
    
    
    
    
    
    164,9402008
    
    
    
    167,500
    
    
    
    10,000
    
    
    
    11,665
    
    
    
    18,750
    (7)
    
    
    
    
    
    
    207,915
 
 (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 2008 and 2009 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 2009 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)
    
    Mr. Klembaras employment with the Company ended in November 2009.(6)
    
    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.(7)
    
    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 2009 based on achievement of 80% or better of the
cumulative quota for sales at the end of each quarter through December 2009 and (ii) in 2008
based on achievement of 90% or better of the cumulative quota for sales at the end of each
quarter through December 2008.  47




---



##### Table of Contents



Stock Awards and Stock Option Grants Outstanding
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Option AwardsEquity IncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    Vesting ScheduleGeorge Platt
    
    
    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, 200830,556
    
    
    
    19,444
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest on 2/8/09; with 1/36th each month thereafter33,333
    
    
    
    16,667
    
    
    
    
    
    
    
    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
    
    
    Fully vested on 11/11/2009200,000
    
    
    
    
    
    
    
    0.3300
    
    
    
    4/15/2016
    
    
    Vests on 4/15/2010David T. Stoner
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    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, 200845,833
    
    
    
    29,167
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest on 2/8/09; with 1/36th each month thereafter125,000
    
    
    
    62,500
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafter200,000
    
    
    
    
    
    
    
    0.3300
    
    
    
    4/15/2016
    
    
    12/36 will vest on 4/14/2010; with 1/36th each month thereafterLaurie L. Latham
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    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, 200838,194
    
    
    
    24,306
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    1/3 will vest on 2/8/09; with 1/36th each month thereafter125,000
    
    
    
    62,500
    
    
    
    
    
    
    
    0.4800
    
    
    
    2/8/2015
    
    
    15/36 will vest on 3/31/2009; with 1/36th each month thereafter125,000
    
    
    
    
    
    
    
    0.3300
    
    
    
    4/15/2016
    
    
    12/36 will vest on 4/14/2010; with 1/36th each month thereafter
 2005 Stock Incentive Plan
    48




---



##### Table of Contents



Employee Stock Purchase Plan
   Employment Agreements
     49




---



##### Table of Contents



50




---



##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Percentage of
    
    
    
    
    
    
    Percentage ofShares of Common
    
    
    Outstanding
    
    
    Shares of Series E
    
    
    Outstanding Series EName and Address of
    
    Stock Beneficially
    
    
    Common Stock
    
    
    Preferred Stock
    
    
    Preferred StockBeneficial Owner
    
    Owned
    
    
    Owned (1), (2)
    
    
    Beneficially Owned
    
    
    OwnedH.T. ARDINGER, JR.
1990 Lakepointe Dr.
Lewisville, TX 75057
    
    
    27,296,659
    (3)
    
    
    50.75
    %
    
    
    80,000
    (11)
    
    
    100
    %DAVID W. BRANDENBURG
    
    
    2,430,500
    (4)
    
    
    6.74
    %
    
    
    
    
    
    
    GEORGE C. PLATT
    
    
    860,972
    (5)
    
    
    2.34
    %
    
    
    
    
    
    
    DAVID T. STONER
    
    
    618,008
    (6)
    
    
    1.69
    %
    
    
    
    
    
    
    LAURIE L. LATHAM
    
    
    573,151
    (7)
    
    
    1.57
    %
    
    
    
    
    
    
    SHEREL D. HORSLEY
    
    
    91,667
    (8)
    
    
    *
    
    
    
    
    
    
    
    JOSEPH AUTEM
    
    
    124,867
    (9)
    
    
    *
    
    
    
    
    
    
    
    JOHN W. SLOCUM, JR.
    
    
    101,667
    (10)
    
    
    *
    
    
    
    
    
    
    
    All executive officers and
directors as a group
(seven (7) persons)
    
    
    4,800,832
    
    
    
    12.59
    %
    
    
    
    
    
    
    
 
 *
    
    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, 2010 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, 2010 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 36,011,868 shares issued and outstanding which excludes treasury stock,
plus, for each person listed, any Common Stock that person has the right to acquire within 60
days from March 31, 2010 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 Redeemable
Preferred Stock to Common Stock at $0.60 per share owned by Ardinger Family Partnership.  51




---



##### Table of Contents



(4)
    
    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) 200,000 shares owned by Mr.
Brandenburgs spouse and (ii) the following shares issuable under the 2005 Stock Incentive
Plan upon exercise of options: 50,000 shares issuable upon exercise at $0.315 per share,.(5)
    
    Includes the following shares issuable under the 1995 Option Plan and the 2005 Stock
Incentive Plan upon exercise of options: (i) 200,000 shares issuable upon exercise at $0.33
per share, (ii) 50,000 shares issuable upon exercise at $2.50 per share, (iii) 200,000 shares
issuable upon exercise at $1.094 per share, (iv) 70,000 shares issuable upon exercise at
$0.485 per share, (v) 70,000 shares issuable upon exercise at $0.285 per share, (vi) 12,500
shares issuable upon exercise at $0.42 per share, and (vii) 107,778 shares issuable upon
exercise at $0.48 per share.(6)
    
    Includes the following shares issuable under the 1995 Option Plan and the 2005 Stock
Incentive Plan upon exercise of
options: (i) 72,222 shares issuable upon exercise at $0.33 per share, (ii) 10,000 shares
issuable upon exercise at $2.50 per share, (iii) 100,000 shares issuable upon exercise at $1.094
per share, (iv) 60,000 shares issuable upon exercise at $0.485 per share, (v) 50,000 shares
issuable upon exercise at $0.285 per share, (vi) 62,500 shares issuable upon exercise at $0.42
per share, and (vii) 207,292 shares issuable upon exercise 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) 45,139 shares issuable upon exercise at $0.33 per
share, (ii) 10,000 shares issuable upon exercise at $2.50 per share, (iii) 100,000 shares
issuable upon exercise at $1.094 per share, (iv) 60,000 shares issuable upon exercise at
$0.485 per share, (v) 50,000 shares issuable upon exercise at $0.285 per share, (vi) 62,500
shares issuable upon exercise at $0.42 per share, and (vii) 197,917 shares issuable upon
exercise at $0.48 per share.(8)
    
    Includes the following shares issuable under the 2005 Stock Incentive Plan upon exercise of
options: (i) 50,000 shares issuable upon exercise at $0.20 per share, (ii) 25,000 shares
issuable upon exercise at $0.42 per share and (iii) 16,667 shares issuable upon exercise at
$0.475 per share.(9)
    
    Includes the following shares issuable under the 1995 Directors Option Plan upon exercise of
options: (i) 10,000 shares issuable upon exercise at $2.50 per share, (ii) 10,000 shares
issuable upon exercise at $0.755 per share, (iii) 10,000 shares issuable upon exercise at
$0.26 per share, (iv) 10,000 shares issuable upon exercise at $0.615 per share, (v) 10,000
shares issuable upon exercise at $0.37 per share; includes under the 2005 Stock Incentive Plan
(i) 25,000 shares issuable upon exercise at $0.39 per share, (ii) 25,000 shares issuable upon
exercise at $0.42 per share and (iii) 16,667 shares issuable upon exercise at $0.475 per
share.(10)
    
    Includes the following shares issuable under the 2005 Stock Incentive Plan upon exercise of
options: (i) 33.335 shares issuable upon exercise at $0.20 per share, (ii) 25,000 shares
issuable upon exercise at $0.42 per share and (ii) 16,667 shares issuable upon exercise at
$0.475 per share.(11)
    
    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
    
    
    4,162,463
    
    
    $
    0.52
    
    
    
    2,775,703Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    4,162,463
    
    
    $
    0.52
    
    
    
    2,775,703
  52




---



##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
   Board of Directors Independence
     53




---



##### Table of Contents



Item 14. Principal Accountant Fees and Services
  2008
    
    
    2009Audit (1)
    
    $
    87,325
    
    
    $
    116,275Audit Related Fees (2)
    
    
    3,150
    
    
    
    5,000Tax Fees (3)
    
    
    21,800
    
    
    
    20,925All Other Fees (4)
    
    
    5,000
    
    
    
    TOTAL
    
    $
    117,275
    
    
    $
    142,200
 
 (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  Previous Independent Registered Public Accounting Firm
     Current Independent Registered Public Accounting Firm
   54




---



##### Table of Contents



Item 15. Exhibits and Financial Statement Schedules.
  1.
    
    Financial Statements:Consolidated Balance Sheets at December 31, 2008 and 2009Consolidated Statements of Operations for the years ended December 31, 2008 and 2009Consolidated Statements of Stockholders Equity for the years ended December 31, 2008
and 2009Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2009Notes 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)
  55




---



##### Table of Contents



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)
  56




---



##### Table of Contents



Exhibit No.
    
    Description of Exhibit10.32
    
    
    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)10.34
    
    
    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
Technologies, 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 Ardinger Family Partnership, Ltd., dated February 27, 2009. (25)10.45
    
    
    Second Amendment to Amended and Restated Security Agreement by and among Ardinger
Family Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and
Videoware, Inc. (28)10.46
    
    
    Third Amendment to Amended and Restated Security Agreement by and among Ardinger
Family Partnership, Ltd., ViewCast.com, Inc., Osprey Technologies, Inc. and
Videoware, Inc. (29)14.1
    
    
    Code of Ethics (27)21.1
    
    
    Subsidiaries of ViewCast.com, Inc. (1)23.1
    
    
    Consent of BKD, LLP*23.2
    
    
    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.  57




---



##### Table of Contents



(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.(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 Form 8-K filed August 5, 2009.(29)
    
    Incorporated by reference to Form 8-K filed March 15, 2010.  58




---



##### Table of Contents



SIGNATURES
  Date
    
    ViewCast.com, Inc.April 30, 2010
    
    By:
    /s/ Laurie L. LathamLaurie L. LathamChief Financial Officer and Senior Vice President of Finance and
Administration    DateApril 30, 2010
    
    By:
    
    /s/ David T. StonerDavid T. Stoner
Director and Chief Executive Officer 
(Principal Executive Officer)April 30, 2010
    
    By:
    
    /s/ Laurie L. LathamLaurie L. Latham 
Chief Financial Officer and
Senior Vice President 
of Finance and Administration
(Principal Accounting and Financial Officer)April 30, 2010
    
    By:
    
    /s/ George C. PlattGeorge C. Platt
DirectorApril 30, 2010
    
    By:
    
    /s/ Joseph W. AutemJoseph W. Autem
DirectorApril 30, 2010
    
    By:
    
    /s/ Sherel D. HorsleySherel D. Horsley
DirectorApril 30, 2010
    
    By:
    
    /s/ John W. Slocum, Jr.John W. Slocum, Jr.
DirectorApril 30, 2010
    
    By:
    
    /s/ David W. BrandenburgDavid W. Brandenburg 
Director
  59




---



##### Table of Contents



EXHIBIT INDEX FOR DOCUMENTS FILED WITH THIS REPORT
 ExhibitNo.
    
    Description of Exhibit23.1
    
    
    Consent of BKD, LLP23.2
    
    
    Consent of KBA Group LLP31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  60