As filed with the Securities and Exchange Commission on June 28, 2004
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)
-----------------------------
Viacom Employee Savings Plan
(Full title of the plan)
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, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
------------------------------- ------------------ ------------------------------ ------------------------- ---------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered offering price per share (2) aggregate offering price registration fee
------------------------------- ------------------ ------------------------------ ------------------------- ---------------------
Class B Common Stock 100,000 $35.70 $3,570,000 $452.32
------------------------------- ------------------ ------------------------------ ------------------------- ---------------------
(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate
amount of interests to be offered or sold pursuant to the Viacom Employee
Savings Plan (the "Plan").
(2) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the offering
price and registration fee calculations are based on the average of the
high and low prices of the Class B Common Stock, par value $.01 per share
(the "Class B Common Stock"), of Viacom Inc. (the "Registrant") on the New
York Stock Exchange consolidated reporting system on June 25, 2004.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are incorporated
herein by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;
(b) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2004;
(c) The Registrant's Current Reports on Form 8-K filed June 1, 2004 and
June 18, 2004; and
(d) The section entitled "Description of Common Stock" set forth in
Viacom's Registration Statement on Form S-3 filed on June 13, 2001.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this Registration
Statement but 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.
Not Applicable.
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 or limiting 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 Amended and
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 involved in or is threatened to be
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, 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 a trustee) of another corporation, partnership,
joint venture, trust or other enterprise, to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended, 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
proceeding. Notwithstanding the foregoing, except with respect to proceedings to
enforce rights to indemnification and advancement of expenses, the Registrant
shall indemnify an indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee, if and only if the Board of Directors of the
Registrant authorized the bringing of the action, suit or proceeding (or part
thereof) in advance of the commencement of the proceeding.
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 action, 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 5 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.
The Registrant will submit the Plan and any amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner for a determination as
to the qualification of the Plan under Section 401(a) of the Internal Revenue
Code of 1986, as amended, (the "Code") and will cause all changes required by
the IRS to be made to maintain the qualification of the Plan.
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 this
Registration Statement.
(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.
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 28th day of June
2004.
VIACOM INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: 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 28th day of June 2004.
Signature Title
/s/ Sumner M. Redstone
------------------------------ Chairman of the Board of Directors and Chief
Sumner M. Redstone Executive Officer
(Principal Executive Officer)
/s/ Richard J. Bressler Senior Executive Vice President and Chief
------------------------------ Financial Officer
Richard J. Bressler (Principal Financial Officer)
/s/ Susan C. Gordon Senior Vice President, Controller and Chief
------------------------------ Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
* Director
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George S. Abrams
* Director
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David R. Andelman
* Director
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Joseph A. Califano, Jr.
* Director
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William S. Cohen
* Director
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Philippe P. Dauman
* Director
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Alan C. Greenberg
* Director
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Jan Leschly
* Director
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David T. McLaughlin
* Director
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Shari Redstone
* Director
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Frederic V. Salerno
* Director
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William Schwartz
* Director
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Patty Stonesifer
* Director
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Robert D. Walter
*By: /s/ Michael D. Fricklas Attorney-in-Fact
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Michael D. Fricklas
Viacom Employee Savings Plan. Pursuant to the requirements of the
Securities Act, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 28th day of June 2004.
VIACOM EMPLOYEE SAVINGS PLAN
By: /s/ William A. Roskin
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Name: William A. Roskin
Title: Senior Vice President, Human
Resources and Administration,
Viacom Inc.
Exhibit Index
Exhibit No. Description of Document
4.1 Amended and Restated Certificate of Incorporation of Viacom Inc.
effective May 21, 2003 (incorporated by reference to Exhibit
3(a) to the Quarterly Report on Form 10-Q of Viacom Inc. for the
quarter ended June 30, 2003)(File No. 001-09553).
4.2 Amended and Restated By-laws of Viacom Inc. effective May 21,
2003 (incorporated by reference to Exhibit 3(c) to the Quarterly
Report on Form 10-Q of Viacom Inc. for the quarter ended June
30, 2003)(File No. 001-09553).
23* Consent of PricewaterhouseCoopers LLP.
24* Powers of Attorney.
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* Filed herewith.