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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 9, 2010
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VIACOM INC.
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(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
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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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 8 – Other Events
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Item 8.01
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Other Events.
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On June 9, 2010, Viacom Inc. (“Viacom” or the “Company”) announced that its Board of Directors had approved the payment of a cash dividend on its Class A and Class B common stock. The dividend is Viacom’s first regular quarterly dividend. The dividend will be $0.15 per share, payable on July 1, 2010 to stockholders of record as of the close of business on June 21, 2010.
In addition, the Board of Directors authorized a resumption of the Company’s stock repurchase program and increased the funds available to purchase Class B common stock to $4.0 billion. Purchases under the program are expected to resume in the fourth calendar quarter of 2010.
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
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibit is filed as part of this Report on Form 8-K:
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Exhibit No.
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Description of Exhibit
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99
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Press release of Viacom Inc. dated June 9, 2010 announcing quarterly cash dividend and recommencement of stock repurchase program.
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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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VIACOM INC.
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By:
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/s/ Michael D. Fricklas
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Name:
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Michael D. Fricklas
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Title:
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Executive Vice President, General Counsel and Secretary
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Date: June 9, 2010
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Exhibit Index
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Exhibit No.
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Description of Exhibit
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99
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Press release of Viacom Inc. dated June 9, 2010 announcing quarterly cash dividend and recommencement of stock repurchase program.
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Exhibit 99
VIACOM ANNOUNCES QUARTERLY CASH DIVIDEND AND
RECOMMENCES STOCK PURCHASE PROGRAM
Declares First Quarterly Dividend of $0.15 Per Share;
Increases Funds For Share Purchases to $4 Billion
NEW YORK, June 9, 2010 – Viacom Inc. (NYSE: VIA and VIA.B) today announced that its Board of Directors has approved a regular quarterly cash dividend to stockholders beginning with the current quarter ended June 30, 2010. The first quarterly dividend of $0.15 per share of Class A and Class B common stock will be payable on July 1, 2010 to stockholders of record at the close of business on June 21, 2010. The announcement was made today by Viacom President and Chief Executive Officer Philippe Dauman at the Company’s Annual Meeting of Stockholders.
Mr. Dauman also announced that its Board had authorized a resumption of the Company’s stock purchase program and increased the funds available to purchase Class B common stock to $4 billion. The program was suspended in early 2009 due to unfavorable economic conditions. Under the program, Viacom intends to purchase shares from time to time beginning in the fourth quarter of calendar year 2010, reflecting the Company’s normal seasonal cycle of cash generation.
Mr. Dauman said, “Viacom’s quarterly cash dividend and the resumption of our long-standing stock purchase program demonstrate our commitment to return value to our stockholders and our confidence in Viacom’s ability to deliver long-term, sustainable growth.
“Today’s announcements are the direct result of our focused strategic efforts over the last several years to increase efficiency and emphasize free cash flow generation while continuing to invest in our creative content engines. We are confident that our robust free cash flow generation will give us the flexibility to continue to simultaneously grow our operations and generate significant returns for our shareholders.”
About Viacom
Viacom, consisting of BET Networks, MTV Networks and Paramount Pictures, is the world's leading entertainment content company. It engages audiences on television, motion picture and digital platforms through many of the world's best known entertainment brands, including MTV, VH1, CMT, Logo, Nickelodeon, Nick at Nite, Nick Jr., COMEDY CENTRAL, Spike TV, TV Land, BET, Rock Band, AddictingGames, Atom, Neopets, Shockwave and Paramount Pictures. Viacom's global reach includes approximately 170 channels and 450 digital media properties in more than 160 countries and territories.
For more information about Viacom and its businesses, visit www.viacom.com.
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Cautionary Statement Concerning Forward-Looking Statements
This news release contains both historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements reflect the Company’s current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the public acceptance of the Company’s programs, motion pictures and games on the various platforms on which they are distributed; economic conditions generally, and in advertising and retail markets in particular; competition for audiences and d
istribution; the impact of piracy; technological developments and their effect in the Company’s markets and on consumer behavior; fluctuations in the Company’s results due to the timing, mix and availability of the Company’s motion pictures and games; changes in the Federal communications laws and regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company’s businesses generally; and other factors described in the Company’s news releases and filings with the Securities and Exchange Commission, including its 2009 Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.
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Contacts
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Press:
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Investors:
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Carl Folta
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James Bombassei
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Executive Vice President, Corporate Communications
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Senior Vice President, Investor Relations
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(212) 258-6352
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(212) 258-6377
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carl.folta@viacom.com
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james.bombassei@viacom.com
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Kelly McAndrew
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Pamela Yi
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Vice President, Corporate Communications
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Director, Investor Relations
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(212) 846-7455
kelly.mcandrew@viacom.com
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(212) 846-7581
pamela.yi@viacom.com
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