UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SWITCHBOARD INCORPORATED
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
871045-10-0
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
with a copy to:
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
October 26, 2001
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
CUSIP No. 871045-10-0 Page 1 of 4
Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No. 026-24-2929
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power
Shares ---------------------
Beneficially (8) Shared Voting Power 533,468(1)(2)
Owned by ---------------------
Each (9) Sole Dispositive Power
Reporting ---------------------
Person (10) Shared Dispositive Power 533,468(1)(2)
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting
533,468 (1)(2)
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
2.8%(1)(2)
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(14) Type of Reporting Person (See Instructions) IN
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(1) Represents 533,468 shares underlying currently
exercisable warrants.
(2) Pursuant to the events described in Item 4, on October
26, 2001, Viacom Inc. surrendered to the Issuer, all of
its shares of Issuer's common stock, Series E Special
Voting Preferred Stock and approximately 50% of the
warrants exercisable for Issuer's common stock it then
held in exchange for termination of certain agreements
between the Issuer and Viacom.
CUSIP No. 871045-10-0 Page 2 of 4 Pages
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
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I.R.S No. 04-2949533
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Delaware
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Number of (7) Sole Voting Power
Shares ------------------
Beneficially (8) Shared Voting Power 533,468(1)(2)
Owned by ------------------
Each (9) Sole Dispositive Power
Reporting -------------------
Person (10) Shared Dispositive Power 533,468(1)(2)
With
------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
533,468(1)(2)
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.8% (1)(2)
------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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(1) Represents 533,468 shares underlying currently
exercisable warrants.
(2) Pursuant to the events described in Item 4, on October
26, 2001, Viacom Inc. surrendered to the Issuer, all of
its shares of Issuer's common stock, Series E Special
Voting Preferred Stock and approximately 50% of the
warrants exercisable for Issuer's common stock it then
held in exchange for termination of certain agreements
between the Issuer and Viacom.
Page 3 of 4 Pages
Item 1. Security and Issuer.
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This Amendment No. 2 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission
("SEC") on May 15, 2000, as amended by Amendment No. 1
thereto filed with the SEC on August 28, 2001 (as amended,
the "Schedule 13D") with respect to the Common Stock, $.01
par value per share (the "Common Shares"), of Switchboard
Incorporated ("Switchboard" or the "Issuer"), a Delaware
corporation, with its principal executive office located at
120 Flanders Road, Westboro, Massachusetts 01581.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated in its entirety
to read as follows:
"On October 26, 2001, pursuant to the Restructuring
Agreement dated August 22, 2001 (the "Restructuring
Agreement"), among Viacom Inc., the Issuer and ePresence,
Inc., a Massachusetts corporation (formerly known as Banyan
Systems Incorporated, the Reporting Persons ceased to be the
beneficial owners of more than 5% of Issuer's securities."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is amended and restated in its entirety as
follows:
(e) Effective October 26, 2001, pursuant to the events
described in Item 4 above, the Reporting Persons ceased to
be the beneficial owners of more than 5% of Issuer's
securities (based on, for purposes of this calculation, the
number of Common Shares that were reported by the Issuer to
be issued and outstanding and assuming the exercise of all
the warrants held by the Reporting Persons and such
underlying shares to be issued and outstanding.)"
Page 4 of 4 Pages
Signatures
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After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees
that this statement is filed on behalf of each of us.
October 26, 2001 /s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
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Sumner M. Redstone,
Chairman and Chief
Executive Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
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Sumner M. Redstone,
Chairman and President
Viacom Inc.
By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Executive Vice
President, General
Counsel and Secretary