UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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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 23, 2001
VIACOM INC.
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(Exact name of registrant as
specified in its charter)
Delaware 1-9553 04-2949533
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(State or other Commission (IRS Employer
jurisdiction File Number Identification
of incorporation) Number)
1515 Broadway, New York, NY 10036
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(Address of principal executive offices) (Zip Code)
(212) 258-6000
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(Registrant's telephone number, including area code)
Item 5. Other Events
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On May 23, 2001, the Registrant filed a Certificate of Amendment to
its Restated Certificate of Incorporation and a Certificate of Elimination of
Series C Preferred Stock of Viacom Inc. with the Secretary of State of
Delaware. The Certificate of Amendment and Certificate of Elimination
are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are
incorporated herein in their entirety.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
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(c) Exhibits
Exhibit No.
99.1 Certificate of Amendment of Restated Certificate of
Incorporation of Viacom Inc.
99.2 Certificate of Elimination of Series C Preferred
Stock of Viacom Inc.
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.
(Registrant)
By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Executive Vice President,
General Counsel
and Secretary
Date: May 30, 2001
EXHIBIT INDEX
Exhibit No.
99.1 Certificate of Amendment of Restated Certificate of
Incorporation of Viacom Inc.
99.2 Certificate of Elimination of Series C Preferred
Stock of Viacom Inc.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VIACOM INC.
Viacom Inc., a Delaware corporation (the "Corporation"), pursuant
to the provisions of Section 242 of the Delaware General Corporation
Law, does hereby certify that Section (1)(a) of Article IV of the
Restated Certificate of Incorporation of the Corporation be, and the
same hereby is, amended in full to read:
(a) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
10,775,000,000 shares. The classes and the aggregate number of shares
of stock of each class which the Corporation shall have authority to
issue are as follows:
(i) 750,000,000 shares of Class A Common Stock,
$0.01 par value ("Class A Common Stock").
(ii) 10,000,000,000 shares of Class B Common Stock,
$0.01 par value ("Class B Common Stock").
(iii) 25,000,000 shares of Preferred Stock, $0.01 par
value ("Preferred Stock").
IN WITNESS WHEREOF, Viacom Inc. has caused its corporate seal to
be hereunto affixed and this certificate to be signed by Michael D.
Fricklas, Executive Vice President and General Counsel, and Patricia D.
Caruso, Assistant Secretary, this 23rd day of May, 2001.
VIACOM INC.
By:/s/ Michael D. Fricklas
------------------------
Michael D. Fricklas
Executive Vice President
and General Counsel
ATTEST:
/s/ Patricia D. Caruso
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Patricia D. Caruso
Assistant Secretary
CERTIFICATE OF ELIMINATION
OF
SERIES C PREFERRED STOCK
OF
VIACOM INC.
(Pursuant to Section 151(g) of the
Delaware General Corporation Law)
Viacom Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation")
does hereby certify that the following resolutions respecting Series C
Preferred Stock were duly adopted by the Corporation's Board of
Directors:
RESOLVED, that no shares of the Corporation's Series
C Preferred Stock are outstanding and that no shares of the
Series C Preferred Stock will be issued subject to the
certificate of designation previously filed with respect to the
Series C Preferred Stock; and
FURTHER RESOLVED, that the officers of the
Corporation are directed to file with the Secretary of State of
the State of Delaware a certificate pursuant to Section 151(g) of
the General Corporation Law of the State of Delaware setting
forth these resolutions in order to eliminate from the
Corporation's certificate of incorporation all matters set forth
in the certificate of designation with respect to the Series C
Preferred Stock.
IN WITNESS WHEREOF, Viacom Inc. has caused its corporate seal to
be hereunto affixed and this certificate to be signed by Michael D.
Fricklas, Executive Vice President and General Counsel, and Patricia D.
Caruso, Assistant Secretary, this 23rd day of May, 2001.
VIACOM INC.
By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Eecutive Vice President
and General Counsel
ATTEST:
/s/ Patricia D. Caruso
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Patricia D. Caruso
Assistant Secretary