Current Report Filing (8-k)
December 04 2019 - 05:31PM
Edgar (US Regulatory)
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2019-12-04 2019-12-04 0001339947 us-gaap:CommonStockMember
2019-12-04 2019-12-04 0001339947 us-gaap:CommonClassBMember
2019-12-04 2019-12-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): December 4,
2019
VIACOM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32686
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20-3515052
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer Identification
Number)
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1515 Broadway, New York, NY
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 258-6000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Class A common stock, par value $0.001 per share
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VIA
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Nasdaq Global Select Market
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Class B common stock, par value $0.001 per share
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VIAB
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Nasdaq Global Select Market
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Introductory Note
This Current Report on Form 8-K is being filed in connection
with the completion on December 4, 2019 (the “Closing Date”) of the
transactions contemplated by the Agreement and Plan of Merger,
dated as of August 13, 2019, as amended by Amendment
No. 1 to the Agreement and Plan of Merger, dated as of
October 16, 2019 (the “Merger Agreement”), by and
between CBS Corporation, a Delaware corporation (“CBS”), and Viacom Inc., a
Delaware corporation (“Viacom”), pursuant to which
Viacom merged with and into CBS (the “Merger”), with CBS continuing as
the surviving company (the “Surviving Corporation”). At the
effective time of the Merger (the “Effective Time”), CBS changed
its name to ViacomCBS Inc. (“ViacomCBS”).
Immediately prior to the Effective Time, CBS filed with the U.S.
Securities and Exchange Commission (the “SEC”) a Form 25 to withdraw the
listing of the Class A common stock, par value $0.001 per
share, of CBS and the Class B common stock, par value $0.001
per share, of CBS from the New York Stock Exchange. Following the
Effective Time, ViacomCBS filed with the SEC a Form 8-A to list the Class A common
stock, par value $0.001 per share, of ViacomCBS (“ViacomCBS Class A Common
Stock”) and the Class B common stock, par value $0.001
per share, of ViacomCBS (“ViacomCBS Class B Common
Stock,” and together with ViacomCBS Class A Common
Stock, “ViacomCBS Common
Stock”) on the Nasdaq Global Select Market (“Nasdaq”). ViacomCBS Class A
Common Stock and ViacomCBS Class B Common Stock have been
approved for listing on Nasdaq under the ticker symbols “VIACA” and
“VIAC”, respectively, and will begin trading on December 5,
2019.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information provided in the Introductory Note of this Current
Report on Form 8-K is
incorporated by reference into this Item 2.01.
On the terms and subject to the conditions set forth in the Merger
Agreement, at the Effective Time, (1) each share of
Class A common stock, par value $0.001 per share, of Viacom
(“Viacom Class A
Common Stock”) issued and outstanding immediately prior to
the Effective Time, other than shares held by Viacom as treasury
shares or held by CBS, was converted automatically into 0.59625
shares of ViacomCBS Class A Common Stock, and (2) each
share of Class B common stock, par value $0.001 per share, of
Viacom (“Viacom
Class B Common Stock”, and, together with Viacom
Class A Common Stock, “Viacom Common Stock”) issued and
outstanding immediately prior to the Effective Time, other than
shares held by Viacom as treasury shares or held by CBS, was
converted automatically into 0.59625 shares of ViacomCBS
Class B Common Stock. No fractional shares of ViacomCBS Common
Stock were issued in connection with the Merger, and the
stockholders of Viacom became entitled to receive cash in lieu of
any fractional shares of ViacomCBS Common Stock.
At the Effective Time, each Viacom stock option outstanding
immediately prior to the Effective Time was converted automatically
into a ViacomCBS stock option, on the same terms and conditions,
with respect to a number of shares of ViacomCBS Class B Common
Stock equal to (1) the number of shares of Viacom Class B
Common Stock subject to the Viacom stock option immediately prior
to the Effective Time, multiplied by (2) 0.59625 (with the
resulting number rounded down to the nearest whole share), at an
exercise price (rounded up to the nearest hundredths of a cent)
equal to the exercise price of the stock option immediately prior
to the Effective Time divided by 0.59625.
Any award of time-based restricted stock units with respect to
Viacom Class B Common Stock (a “Viacom RSU Award”) held by a
non-employee member of the
Viacom board of directors who will not serve on the ViacomCBS board
of directors after the Effective Time vested immediately prior to
the Effective Time. At the Effective Time, each other Viacom RSU
Award outstanding immediately prior to the Effective Time was
converted into an award of time-based restricted stock units with
respect to ViacomCBS Class B Common Stock (a “ViacomCBS RSU Award”), on the
same terms and conditions, with respect to a number of shares of
ViacomCBS Class B Common Stock (rounded to the nearest whole
share) equal to (1) the number of shares of Viacom
Class B Common Stock subject to the Viacom RSU Award
immediately prior to the Effective Time, multiplied by (2)
0.59625.
At the Effective Time, each award of performance-based restricted
stock units with respect to Viacom Class B Common Stock (a
“Viacom PSU Award”)
outstanding immediately prior to the Effective Time was converted
automatically into a ViacomCBS RSU Award, on the same terms and
conditions, other than the requirement to achieve any performance
goals, with respect to a number of shares of ViacomCBS Class B
Common Stock (rounded
to the nearest whole share) equal to (1) the number of shares
of Viacom Class B Common Stock subject to the Viacom PSU Award
immediately prior to the Effective Time based on actual performance
for any portion of such award for which the applicable performance
period has been completed prior to the Effective Time, and
otherwise target performance, multiplied by (2) 0.59625.
At the Effective Time, any cash amounts under the Viacom director
nonqualified deferred compensation plan or any Viacom dividend
equivalent arrangement that may be settled in shares of Viacom
Class B Common Stock, or that track the value of a share of
Viacom Class B Common Stock, was converted into a cash amount
that may be settled in shares of ViacomCBS Class B Common
Stock (unless the award, by its terms, is payable in cash). In
addition, each notional unit with respect to shares of Viacom
Class B Common Stock subject to a Viacom employee nonqualified
deferred compensation plan was converted into a number of units
with respect to ViacomCBS Class B Common Stock on the same
terms and conditions, with respect to a number of shares of
ViacomCBS Class B Common Stock equal to (1) the number of
shares of Viacom Class B Common Stock subject to the notional
unit immediately prior to the Effective Time, multiplied by (2)
0.59625.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is attached as Exhibit 2.1
and Exhibit 2.2 to this Current Report on Form 8-K and is incorporated by reference
into this Item 2.01.
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing. |
The information provided in the Introductory Note and Item 2.01 of
this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
On December 4, 2019, in connection with the completion of the
Merger, Viacom notified Nasdaq, its principal trading market, that
the Merger had completed and requested that trading in Viacom
Common Stock be suspended at the close of trading on
December 4, 2019, that the listing of the Viacom Common Stock
be removed and that Nasdaq file a notification of removal from
listing on Form 25 with the SEC with respect to the delisting of
the Viacom Common Stock. As a result, Viacom Common Stock will no
longer be listed on Nasdaq. Additionally, Viacom intends to file
with the SEC certifications and notices of termination on Form 15
deregistering Viacom Common Stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspending
Viacom’s reporting obligations under the Exchange Act.
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information provided in the Introductory Note and Items 2.01,
3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.03.
At the Effective Time, each holder of Viacom Common Stock
immediately prior to the Effective Time ceased to have any rights
as a stockholder of Viacom other than the right to receive merger
consideration pursuant to the Merger Agreement.
Item 5.01 |
Changes in Control of Registrant. |
The information provided in the Introductory Note and Items 2.01
and 5.02 of this Current Report on Form 8-K is incorporated by reference
into this Item 5.01.
At the Effective Time, as contemplated under the Merger Agreement,
Viacom merged with and into CBS, with CBS continuing as the
Surviving Corporation.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
The information provided in the Introductory Note and Item 2.01 of
this Current Report on Form 8-K is incorporated by reference
into this Item 5.02.
As of the Effective Time, all of the directors of Viacom ceased
serving as directors of Viacom.
As of the Effective Time, Robert M. Bakish, Judith A. McHale,
Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman,
each a former director of Viacom, became directors of
ViacomCBS.
In addition, all of the officers of Viacom, including all
Section 16 executive officers, ceased serving in their
capacity as officers of Viacom.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. |
The information provided in the Introductory Note and Item 2.01 of
this Current Report on Form 8-K is incorporated by reference
into this Item 5.03.
As of the Effective Time, Viacom ceased to exist and CBS continued
as the Surviving Corporation. As of the Effective Time, the
Surviving Corporation’s certificate of incorporation was amended
and restated in its entirety (the “A&R Charter”), and the
Surviving Corporation’s bylaws were amended and restated in their
entirety (the “A&R
Bylaws”).
Copies of the A&R Charter and the A&R Bylaws are attached
as Exhibits 3.1 and 3.2, respectively, to this Current Report on
Form 8-K, and are
incorporated by reference into this Item 5.03.
On December 4, 2019, ViacomCBS issued a press release
announcing the completion of the Merger, a copy of which is
attached hereto as Exhibit 99.1 and incorporated by reference into
this Item 8.01.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of August 13, 2019, by
and between Viacom and CBS (incorporated by reference to Exhibit
2.1 to Viacom’s Current Report on Form 8-K, filed on
August 19, 2019).
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2.2
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Amendment No. 1, dated as of October 16, 2019, by and
between Viacom and CBS, to the Agreement and Plan of Merger, dated
as of August 13, 2019, by and between Viacom and CBS
(incorporated by reference to Exhibit 2.1 to Viacom’s Current
Report on Form 8-K, filed on October 17, 2019).
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3.1
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Amended and Restated Certificate of
Incorporation of ViacomCBS Inc., dated December 4,
2019.
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3.2
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Amended and Restated Bylaws of
ViacomCBS Inc., dated December 4, 2019.
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99.1
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Press Release, dated December 4,
2019.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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VIACOMCBS INC.
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(as successor by merger to Viacom Inc.)
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By:
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/s/ Christa A. D’Alimonte
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Name:
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Christa A. D’Alimonte
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: December 4, 2019