As filed with the Securities and Exchange Commission on February 9, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address and phone number of principal executive offices, including zip code)
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Viacom Inc. 2000 Long-Term Management Incentive Plan
Viacom Inc. 1997 Long-Term Management Incentive Plan
Viacom Inc. 2000 Stock Option Plan for Outside Directors
BET Holdings II Inc. Restated Stock Option Agreement with Robert L. Johnson
BET Holdings II Inc. Restated Stock Option Agreement with Debra L. Lee
(Full titles of the plans)
Michael D. Fricklas, Esq.
Executive Vice President,
General Counsel and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering price registration fee
share
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Class B Common Stock, 85,609,892 $52.80(2) $4,520,202,297.60 $1,130,050.57
par value $.01 per 46,000 $66.58(3) $ 3,062,680.00 $ 765.67
share 2,766,750 $59.01(3) $ 163,265,917.50 $ 40,816.48
11,133,905 $52.92(3) $ 589,206,252.60 $ 147,301.56
14,739,000 $55.20(3) $ 813,592,800.00 $ 203,398.20
842,377 $34.50(3) $ 29,062,006.50 $ 7,265.50
862,077 $15.20(3) $ 13,103,570.40 $ 3,275.89
121,105 $ 3.17(3) $ 383,902.85 $ 95.98
22,107 $ 3.09(3) $ 68,310.63 $ 17.08
49,735 $ 4.10(3) $ 203,913.50 $ 50.98
1,065,162 $ 4.28(3) $ 4,558,893.36 $ 1,139.72
323,279 $ 5.48(3) $ 1,771,568.92 $ 442.89
----------- ----------------- -------------
117,581,389 $6,138,482,113.86 $1,534,620.52
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(1) Represents an aggregate of 100,000,000 shares of Class B Common Stock,
par value $.01 per share (the "Class B Common Stock") of Viacom Inc.
(the "Registrant") available for issuance under the Viacom Inc. 2000
Long-Term Management Incentive Plan, 15,000,000 shares of Class B Common
Stock available for issuance under the Viacom Inc. 1997 Long-Term
Management Incentive Plan, 1,000,000 shares of Class B Common Stock
available for issuance under the Viacom Inc. 2000 Stock Option Plan for
Outside Directors, 1,085,885 shares of Class B Common Stock available
for issuance under the BET Holdings II Inc. Restated Stock Option
Agreement with Robert L. Johnson, and 495,503 shares of Class B Common
Stock available for issuance under the BET Holdings II Inc. Restated
Stock Option Agreement with Debra L. Lee. In addition, this Registration
Statement shall also cover any additional shares of Class B Common Stock
which become issuable under the plans being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Class B Common Stock.
(2) Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering
Price for a total of 85,609,892 shares of Class B Common Stock are
estimated solely for the purpose of calculating the registration fee and
are based on the average of the high and low prices of the of the Class
B Common Stock on the New York Stock Exchange consolidated reporting
system on February 6, 2001.
(3) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
Maximum Offering Price Per Share and the Proposed Maximum Aggregate
Offering Price for a total of 31,971,497 shares of Class B Common Stock
subject to currently outstanding options are based on the per share
weighted average exercise price of the stock options.
Page 1 of 9
Exhibit Index Appears on Page 9
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the "Commission") by the
Registrant and CBS Corporation are incorporated herein by reference and made
part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as amended by Amendment No. 1 to the Annual
Report on Form 10-K/A dated April 28, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ending March 31, 2000, June 30, 2000 and September 30, 2000;
(c) The Registrant's Current Reports on Form 8-K or Form 8-K/A
filed May 4, 2000, July 17, 2000, August 3, 2000, August 15, 2000,
October 31, 2000, November 3, 2000, December 4, 2000, January 5,
2001 and January 8, 2001;
(d) The description of the Registrant's Class B Common Stock
contained in the Registrant's Proxy Statement filed on November 24,
1999; and
(e) The CBS Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, as amended by Form 10-K/A filed
April 28, 2000.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act") subsequent to the effective date of this Registration
Statement, prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
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Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") allows a corporation to include in its certificate of incorporation a
provision eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his duty of loyalty to the
corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Viacom
Charter") contains provisions that eliminate directors' personal liability, in
certain circumstances.
Section 1 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Registrant) by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, employee or
agent (including trustee) of another corporation, partnership, joint venture,
trust or other enterprise, against judgments, fines, amounts paid in settlement
and expenses (including attorneys' fees), actually and reasonably incurred by
him in connection with such action, suit or proceedings if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2 of Article VI of the Viacom Charter provides that
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Registrant to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Registrant
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the court
shall deem proper.
Section 4 of Article VI of the Viacom Charter provides that
any indemnification made pursuant to the above provisions (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct as set forth above. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceedings, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (3) if there are no
4
such directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (4) by the stockholders of the Registrant entitled to vote
thereon.
The Viacom Charter provides that to the extent that a present
or former director, officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by that person in connection therewith. The
indemnification and advancement of expenses provided by, or granted pursuant to,
the indemnification provisions of the Viacom Charter shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in that person's official capacity and as to action in another capacity while
holding such office. Without limiting the foregoing, the Registrant is
authorized to enter into an agreement with any director, officer, employee or
agent of the Registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened pending or completed actions, suit or
proceeding, whether civil, criminal, administrative or investigative, including
any action by or in the right of the Registrant, that arises by reason of the
fact that such person is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the full extent allowed by law, except that no
such agreement shall provide for indemnification for any actions that constitute
fraud, actual dishonesty or willful misconduct.
The Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him against such
liability under the provisions of Article VI of the Viacom Charter.
Pursuant to Section 7 of Article VI of the Viacom Charter, the
Registrant has purchased certain liability insurance for its officers and
directors as permitted by Section 145(g) of the DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in the Registration Statement;
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(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
February, 2001.
VIACOM INC.
By: /s/Michael D. Fricklas
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Michael D. Fricklas
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration statement on Form S-8 has been signed by the following persons
in the capacities indicated on the 9th day of February, 2001.
SIGNATURE TITLE
--------- -----
*
-------------------------------- Director
George S. Abrams
* Director
--------------------------------
David R. Andelman
* Director
--------------------------------
George H. Conrades
* Director
--------------------------------
Philippe P. Dauman
/s/ Susan C. Gordon Vice President, Controller and
-------------------------------- Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
* Director
--------------------------------
William H. Gray III
/s/ Mel Karmazin
-------------------------------- Director, President and Chief
Mel Karmazin Operating Officer
* Director
--------------------------------
Jan Leschly
7
* Director
--------------------------------
David T. McLaughlin
* Director
--------------------------------
Leslie Moonves
* Director
--------------------------------
Ken Miller
* Director
--------------------------------
Brent D. Redstone
* Director
--------------------------------
Shari Redstone
/s/ Sumner M. Redstone Director, Chairman of the Board
-------------------------------- and Chief Executive Officer
Sumner M. Redstone (Principal Executive Officer)
/s/ Fredric G. Reynolds Executive Vice President and
-------------------------------- Chief Financial Officer (Principal
Fredric G. Reynolds Financial Officer)
* Director
--------------------------------
Frederic V. Salerno
* Director
--------------------------------
William Schwartz
* Director
--------------------------------
Ivan Seidenberg
* Director
--------------------------------
Patty Stonesifer
* Director
--------------------------------
Robert D. Walter
/s/ Michael D. Fricklas
--------------------------------
* By Michael D. Fricklas as Power of Attorney
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Exhibit Index
Exhibit No. Description of Document
4.1 Restated Certificate of Incorporation of Viacom Inc. (incorporated
by reference to Exhibit 3(a) to the Annual Report on Form 10-K of
the Registrant for the fiscal year ended December 31, 1999 (File
No. 1-578600)).
4.2 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-4 filed by the
Registrant (File No. 33-13812)).
4.3 Viacom Inc. 2000 Long-Term Management Incentive Plan, (incorporated
by reference to Exhibit A to the Registrant's Definitive Proxy
Statement dated June 5, 2000).
4.4 Viacom Inc. 1997 Long-Term Management Incentive Plan (as amended
and restated through July 29, 1999 as further amended and restated
through September 6, 1999 and as further amended and restated
through May 25, 2000) (incorporated by reference to Exhibit B to
the Registrant's Definitive Proxy Statement dated June 5, 2000).
4.5 Viacom Inc. 2000 Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit A to the Registrant's
Definitive Proxy Statement dated June 5, 2000).
4.6* BET Holdings II Inc. Restated Stock Option Agreement with Robert L.
Johnson.
4.7* BET Holdings II Inc. Restated Stock Option Agreement with Debra L.
Lee.
5.1* Opinion of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of the Registrant, as to the legality of the
securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of KPMG LLP.
23.3 Consent of Michael D. Fricklas, Executive Vice President, General
Counsel and Secretary of the Registrant (included in Exhibit 5.1).
24* Powers of Attorney.
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* Filed herewith.
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