AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 8, 2002
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 401(K) PLAN
THE WESTINGHOUSE SAVINGS PROGRAM
(Full title 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 Proposed Proposed
securities maximum maximum
to be Amount offering aggregate Amount of
registered to be price per offering registration
(1) registered share (2) price fee
---------- ------------- ----------- -------------- ------------
Class B
Common 30,000,000 $37.38 $1,121,400,000 $103,168
Stock
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(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 401(k) Plan and The Westinghouse
Savings Program (the "Plans").
(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 February 4,
2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.*
---------------------------------
* 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 or
furnished to 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, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 2001, June 30, 2001 and September 30,
2001;
(c) The Registrant's Current Reports on Form 8-K or Form
8-K/A filed January 5, 2001, January 8, 2001, February 15, 2001,
February 21, 2001, May 30, 2001, June 1, 2001, July 3, 2001, July
27, 2001 and September 20, 2001;
(d) The description of the Class B Common Stock contained in
the Registrant's joint proxy statement/prospectus included in the
Registrant's Registration Statement on Form S-4 filed with the
Commission on November 24, 1999 (Registration No. 333-88613);
(e) Annual Report on Form 11-K for the Viacom Investment Plan
(renamed the Viacom 401(k) Plan) for the fiscal year ended
December 31, 2000; and
(f) Annual Report on Form 11-K for The Westinghouse Savings
Program for the fiscal year ended December 31, 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, as amended (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.
Michael D. Fricklas, Esq., Executive Vice President,
General Counsel and Secretary of Viacom Inc., who has rendered an
opinion stating that under applicable state law the shares of
Class B Common Stock to which the Registration Statement relates
will be, when issued, validly issued, fully paid and
nonassessable. As of December 31, 2001, Mr. Fricklas held 46
shares of Class A Common Stock and 1,074 shares of Class B
Common Stock and held exercisable options to acquire 180,833
shares of Class B Common Stock and non-exercisable options to
acquire 254,167 shares of Class B Common Stock.
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 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.
The Registrant will submit the Viacom 401(k) 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 Viacom 40l(k) 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 Viacom 401(k) Plan.
The Registrant has submitted The Westinghouse Savings
Program to the IRS in a timely manner for a determination as to
the qualification of The Westinghouse Savings Program under
Section 401(a) of the Code and will cause all changes required by
the IRS to be made to maintain the qualification of The
Westinghouse Savings Program.
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 plans of distribution
not previously disclosed in this Registration Statement
or any material change to such information in the
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 8th day of
February, 2002.
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 8th day
of February, 2002.
SIGNATURE CAPACITY
--------- ----------
* Director
--------------------------
George S. Abrams
* Director
--------------------------
David R. Andelman
/s/ Richard J. Bressler Senior Executive Vice
------------------------- President
Richard J. Bressler and Chief Financial
Officer
(Principal Financial
Officer)
* Director
--------------------------
George H. Conrades
* Director
--------------------------
Philippe P. Dauman
/s/ Susan C. Gordon Vice President, Controller
------------------------- and
Susan C. Gordon Chief Accounting Officer
(Principal Accounting
Officer)
* Director
--------------------------
William H. Gray III
/s/ Mel Karmazin Director, President and
------------------------- Chief Operating Officer
Mel Karmazin
* Director
--------------------------
Jan Leschly
* Director
--------------------------
David T. McLaughlin
* Director
--------------------------
Leslie Moonves
* Director
--------------------------
Ken Miller
* Director
--------------------------
Brent D. Redstone
* Director
--------------------------
Shari Redstone
/s/ Sumner Redstone Director, Chairman of the
-------------------------- Board and Chief Executive
Sumner M. Redstone Officer (Principal
Executive Officer)
* Director
--------------------------
Frederic V. Salerno
*
-------------------------- Director
William Schwartz
* Director
--------------------------
Ivan Seidenberg
* Director
--------------------------
Patty Stonesifer
* Director
--------------------------
Robert D. Walter
*By: /s/ Michael D. Fricklas
------------------------ February 8, 2002
Michael D. Fricklas,
Attorney-in-Fact
VIACOM 401(K) PLAN. Pursuant to the requirements
of the Securities Act, the trustee (or other persons who
administer the employee benefit plan) have 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 8th day of
February, 2002.
VIACOM 401(k) PLAN
By: /s/ William A. Roskin
-------------------------
Name: William A. Roskin
Title:Senior Vice President,
Human Resources and
Administration,
Viacom Inc.
THE WESTINGHOUSE SAVINGS PROGRAM. Pursuant to the
requirements of the Securities Act, the trustee (or other
persons who administer the employee benefit plan) have 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 8th day
of February, 2002.
THE WESTINGHOUSE SAVINGS PROGRAM
By: /s/ William A. Roskin
--------------------------
Name: William A. Roskin
Title: Senior Vice President,
Human Resources and
Administration,
Viacom Inc.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
4.1 Restated Certificate of Incorporation of Viacom
Inc. effective May 4, 2000 (incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form S-
4 filed by Viacom Inc.)(File No. 333-88613), as amended
by the Certificate of Amendment of Certificate of
Incorporation of Viacom Inc. dated May 23, 2001 and the
Certificate of Elimination of Series C Preferred Stock
of Viacom Inc. dated May 23, 2001 (incorporated by
reference to Exhibits 99.1 and 99.2, respectively, to
the Current Report on Form 8-K of Viacom Inc. filed on
May 30, 2001)(File No. 1-9553).
4.2 Amended and Restated By-laws of Viacom Inc.
effective May 4, 2000 (incorporated by reference to
Exhibit 3.2 to the Registration Statement on Form S-4
filed by Viacom Inc.) (File No. 333-88613).
4.3* Viacom 401(k) Plan.
4.4 The Westinghouse Savings Program (incorporated by
reference to Exhibit 4.15 of the Registrant's Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 filed
by the Registrant on May 5, 2000 (Registration No. 333-
88613)).
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.