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): May 30, 2007

 

 

 

VIACOM INC.

 

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-32686

20-3515052

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

 

1515 Broadway, New York, NY

10036

 

 

(Address of principal executive offices)

(Zip Code)

 

 

 

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.):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01

Other Events.

On May 30, 2007, Viacom Inc. (“Viacom” or the “Company”) announced that its Board of Directors had approved a new stock purchase program under which Viacom is authorized to acquire from time to time up to $4 billion of its Class A and Class B common stock. The program will commence following the completion of Viacom’s existing $3.0 billion stock purchase program.

 

The Board of Directors also approved the continuing participation in the stock purchase program on a pro-rata basis by NAIRI, a closely held corporation controlled by Sumner Redstone, on substantially the same terms on which it participates in Viacom’s current stock purchase program. The agreement with NAIRI is designed to prevent the buyback from increasing NAIRI’s economic interest in Viacom.

A copy of the related press release is filed herewith as Exhibit 99 and is incorporated by reference herein in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits. The following exhibit is filed as part of this Report on Form 8-K:

 

Exhibit No.

Description of Exhibit

 

99

Press release dated May 30, 2007 announcing Board approval of a new $4.0 billion stock purchase program.

 

2

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.

 

 

VIACOM INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael D. Fricklas

 

 

Name:

Michael D. Fricklas

 

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

Date: May 31, 2007

 

3

Exhibit Index

Exhibit No.

Description of Exhibit

99

Press release dated May 30, 2007 announcing Board approval of a new $4.0 billion stock purchase program.

 

 

4

 

 

Exhibit 99

 


 

VIACOM BOARD AUTHORIZES NEW $4 BILLION

COMMON STOCK PURCHASE PROGRAM

 

NEW YORK, May 30, 2007 – Viacom Inc. (NYSE: VIA and VIA.B) announced today that its Board of Directors has approved a stock purchase program to acquire Viacom common stock. The program will involve the purchase of up to $4 billion of Viacom class A and class B common stock from time to time. This new program will commence following the completion of Viacom’s existing $3.0 billion share purchase program under which 70 million shares have been purchased for an aggregate value of $2.7 billion.

 

NAIRI, Inc., a closely held corporation controlled by Sumner Redstone, is expected to continue its participation in this stock purchase program on a pro-rata basis on substantially the same terms on which it currently participates in Viacom’s stock purchase program. The agreement, which has been approved by Viacom’s Board, is designed to prevent the buyback from increasing NAIRI’s economic interest in Viacom.

 

About Viacom

 

Viacom is a leading global entertainment content company, with prominent and respected brands. Engaging its audiences through television, motion pictures and digital platforms, Viacom seeks to reach its audiences however they consume content. Viacom’s leading brands include the multiplatform properties of MTV Networks, including MTV: Music Television, VH1, CMT: Country Music Television, Logo, Nickelodeon, Nick at Nite, COMEDY CENTRAL, Spike TV, TV Land, and more than 130 networks around the world, as well as digital assets such as MTV.com, comedycentral.com, VSPOT, TurboNick, Neopets, Xfire and iFilm; BET Networks; Paramount Pictures; DreamWorks; and Famous Music. More information about Viacom and its businesses is available at www.viacom.com.

 

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Contacts:

Media

Investors

Kelly McAndrew

James Bombassei

212-846-7455

212-258-6377

Kelly.mcandrew@viacom.com

james.bombassei@viacom.com