View:
As filed with the Securities and Exchange Commission (via EDGAR)
on July 10, 1995
Registration No. 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIACOM INC.
(Exact name of registrant as specified in its charter)
-------------------
Delaware 4841 04-2949533
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
1515 Broadway
New York, New York 10036
(212) 258-6000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Paramount Communications Inc.
1984 and 1989 Stock Options Plans
(Full Name of Plans)
Philippe P. Dauman, Esq.
Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
----------------------
Proposed Proposed
Maximum Aggregate Amount of
Title of Class Offering Price Offering Registration
of Securities Amount to Per Unit Price Fee (2)
To Be Registered be Registered
- ------------------------------------------------------------------------------
Class B Common
Stock 1,070,000 (1) (2) $19,237(3)
(1) Not applicable.
(2) The aggregate exercise price for all options is $65,143,928.
(3) Represents a total fee of $22,463 less $3,226 previously paid on
Registration Statement (33-55173), filed by Viacom Inc. on August 22, 1994.
1
PART II
Information Required in the Registration Statement
The contents of the Viacom Inc. Registration Statement on Form S-8
(33-55173) filed with the Securities and Exchange Commission (via EDGAR) on
August 22, 1994, other than the response to Item 8, is hereby incorporated by
reference.
Item 8. Exhibits.
--------
4.1 Paramount Communications Inc. 1984 Stock Option Plan, as amended
(incorporated by reference to Exhibit (10)(iii)(A)(1) to the
Quarterly Report on Form 10-Q of Paramount Communications Inc.
for the quarter ended April 30, 1992).
4.2 Paramount Communications Inc. 1989 Stock Option Plan, as amended
(incorporated by reference to Exhibit (10)(iii)(A)(2) to the
Quarterly Report on Form 10-Q of Paramount Communications Inc.
for the quarter ended April 30, 1992).
4.3 Restated Certificate of Incorporation of Viacom Inc. as filed
with the Secretary of State of the State of Delaware on May 21,
1992 (incorporated by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of Viacom Inc. for the fiscal year ended
December 31, 1992, as amended by Form 10-K/A Amendment No. 1
dated November 29, 1993 and as further amended by Form 10-K/A
Amendment No. 2 dated December 9, 1993 (File No. 1-9553))
2
4.4 Form of Amendment to Restated Certificate of Incorporation of
Viacom Inc. (incorporated by reference to Annex VII to the Joint
Proxy Statement/Prospectus of Viacom Inc. dated June 6, 1994
(Registration No. 33-53977))
4.5 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-4 filed by Viacom Inc.
(Registration No. 33-13812))
5 Opinion of Philippe P. Dauman, Esq. as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)
24 Powers of Attorney
3
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 July 10, 1995.
VIACOM INC.
(Registrant)
By: /s/ PHILIPPE P. DAUMAN
--------------------------------
Name: Philippe P. Dauman
Title: Executive Vice President,
General Counsel, Chief
Administrative Officer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 10, 1995
in the capacities shown:
Signature Title
--------- -----
* Director
- ------------------------------
George S. Abrams
* Director
- ------------------------------
Steven R. Berrard
/s/ FRANK J. BIONDI, JR. Director, President,
- ------------------------------ Chief Executive Officer
Frank J. Biondi, Jr. (Principal Executive Officer)
/s/ PHILIPPE P. DAUMAN Director
- ------------------------------
Philippe P. Dauman
* Director
- ------------------------------
William C. Ferguson
* Director
- ------------------------------
H. Wayne Huizenga
* Director
- ------------------------------
George D. Johnson, Jr.
* Director
- ------------------------------
Ken Miller
4
* Director
- ------------------------------
Brent D. Redstone
* Director
- ------------------------------
Shari Redstone
* Director
- ------------------------------
Sumner M. Redstone
* Director
- ------------------------------
Frederic V. Salerno
* Director
- ------------------------------
William Schwartz
/s/ GEORGE S. SMITH, JR. Senior Vice President, Chief
- ------------------------------ Financial Officer
George S. Smith, Jr. (Principal Financial Officer)
/s/ SUSAN C. GORDON Vice President, Controller,
- ------------------------------ Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
*By: /s/ PHILIPPE P. DAUMAN July 10, 1995
--------------------------
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit 24
to this Registration Statement
5
Exhibit Index
-------------
Exhibit No. Description Page
- ---------- ----------- ----
4.1 Paramount Communications Inc. 1984 Stock Option Plan, as amended
(incorporated by reference to Exhibit (10)(iii)(A)(1) to the
Quarterly Report on Form 10-Q of Paramount Communications Inc.
for the quarter ended April 30, 1992).
4.2 Paramount Communications Inc. 1989 Stock Option Plan, as amended
(incorporated by reference to Exhibit (10)(iii)(A)(2) to the
Quarterly Report on Form 10-Q of Paramount Communications Inc.
for the quarter ended April 30, 1992).
4.3 Restated Certificate of Incorporation of Viacom Inc. as filed
with the Secretary of State of the State of Delaware on May 21,
1992 (incorporated by reference to Exhibit 3(a) to the Annual
Report on Form 10-K of Viacom Inc. for the fiscal year ended
December 31, 1992, as amended by Form 10-K/A Amendment No. 1
dated November 29, 1993 and as further amended by Form 10-K/A
Amendment No. 2 dated December 9, 1993 (File No. 1-9553))
4.4 Form of Amendment to Restated Certificate of Incorporation of
Viacom Inc. (incorporated by reference to Annex VII to the Joint
Proxy Statement/Prospectus of Viacom Inc. dated June 6, 1994
(Registration No. 33-53977))
4.5 By-laws of Viacom Inc. (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-4 filed by Viacom Inc.
(Registration No. 33-13812))
5 Opinion of Philippe P. Dauman, Esq. as to the legality of the
securities being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Philippe P. Dauman, Esq. (contained in Exhibit 5)
24 Powers of Attorney
EXHIBIT 5
July 10, 1995
Viacom Inc.
1515 Broadway
New York, New York 10036
Dear Sirs:
This opinion is delivered in connection with the Registration Statement on
Form S-8 (the "Registration Statement") of Viacom Inc. ("Viacom") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), with respect to 1,070,000 shares of Viacom Class B Common Stock,
par value $0.01 per share (the "Securities"), to be issued in connection with
Viacom's assumption of the stock options for shares of Paramount Communications
Inc. ("Paramount") common Stock outstanding on July 7, 1994 under Paramount's
1989 and 1984 Stock Option Plans (the "Plans").
In this connection, and as the basis for the opinion expressed below, I
have examined and relied on originals or copies, certified or otherwise
identified to my satisfaction of such documents, corporate records and other
instruments, and have made such examinations of law and fact as I have deemed
necessary or appropriate for the purpose of giving the opinion expressed below.
I am a member of the bar of the State of New York and the opinion set forth
below are limited to matters controlled by the laws of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.
Based upon the foregoing, it is my opinion that when (i) the applicable
provisions of the Act and of such "Blue Sky" or other state securities laws as
may be applicable shall have been complied with, and (ii) the Securities shall
have been issued and delivered in accordance with the terms of the Plans and
paid for in full, the Securities will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Philippe P. Dauman
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Viacom Inc. of our reports dated February 10, 1995,
appearing on pages II-14 and F-2 of the Viacom Inc. Annual Report on Form 10-K
for the year ended December 31, 1994 and of our reports dated June 3, 1994,
appearing on page F-2 and page 4 of Item 14(a) in the Paramount Communications
Inc. Transition Report on Form 10-K for the eleven month period ended March 31,
1994, as amended by Form 10-K/A Amendment No. 1 dated July 29, 1994, and as
further amended by Form 10-K/A Amendment No. 2 dated August 12, 1994, included
in the Viacom Inc. Current Report (Form 8-K) filed with the Securities and
Exchange Commission on April 14, 1995.
PRICE WATERHOUSE LLP
New York, New York
July 10, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration Statement
(Form S-8) of Viacom Inc. of our report dated August 27, 1993, except for Notes
A and J, as to which the date is September 10, 1993, with respect to the
consolidated financial statements of Paramount Communications Inc. included in
the Viacom Inc. Current Report (Form 8-K) filed with the Securities and Exchange
Commission on April 14, 1995.
ERNST & YOUNG LLP
New York, New York
July 10, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement, on Form S-8 of Viacom
Inc., of our report dated March 23, 1994, on Blockbuster Entertainment
Corporation's 1993, 1992 and 1991 financial statements, included in Viacom
Inc.'s Form 8-K dated April 13, 1995.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
July 10, 1995
EXHIBIT 24
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ GEORGE S. ABRAMS
----------------------------
George S. Abrams
6
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ STEVEN R. BERRARD
-----------------------------
Steven R. Berrard
7
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ WILLIAM C. FERGUSON
--------------------------------
William C. Ferguson
8
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ H. WAYNE HUIZENGA
----------------------------
H. Wayne Huizenga
9
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ GEORGE D. JOHNSON, JR.
----------------------------------
George D. Johnson, Jr.
10
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ KEN MILLER
---------------------
Ken Miller
11
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ BRENT D. REDSTONE
------------------------------
Brent D. Redstone
12
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ SHARI REDSTONE
--------------------------
Shari Redstone
13
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ SUMNER M. REDSTONE
-----------------------------
Sumner M. Redstone
14
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ FREDERIC V. SALERNO
-------------------------------
Frederic V. Salerno
15
VIACOM INC.
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer
of VIACOM INC., (the "Company"), hereby constitutes and appoints Philippe P.
Dauman and Michael D. Fricklas, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign (1)
a registration statement on Form S-8, or such other form as may be recommended
by counsel, to be filed with the Securities and Exchange Commission (the
"Commission"), and any and all amendments and post-effective amendments thereto
and supplements to the Prospectus contained therein, and any and all instruments
and documents filed as a part of or in connection with the said registration
statement or amendments thereto or supplements or amendments to such Prospectus,
covering the securities of Viacom Inc. to be issued pursuant to the Paramount
stock options plans assumed by Viacom Inc. pursuant to the Amended and Restated
Plan of Merger, dated as of February 4, 1994, as further amended as of May 26,
1994, among Viacom Inc., Viacom International Inc. and Paramount Communications
Inc., and (2) any registration statements, reports and applications relating to
such securities to be filed by the Company with the Commission and/or any
national securities exchanges under the Securities Exchange Act of 1934, as
amended, and any and all amendments thereto, and any and all instruments and
documents filed as part of or in connection with such registration statements or
reports or amendments thereto; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 7th day of July,
1994.
/s/ WILLIAM SCHWARTZ
--------------------------
William Schwartz
16
Viacom Inc.
1515 Broadway
New York, New York 10036
July 10, 1995
Direct (Modem) Transmission
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Registration Statement of Viacom Inc. on Form S-8
Ladies and Gentlemen:
On behalf of Viacom Inc., and pursuant to regulations of the Securities and
Exchange Commission (the "Commission"), following this letter is a direct
(modem) transmission submission of a Registration Statement of Viacom Inc. on
Form S-8. This filing is being submitted pursuant to the requirements of
Regulation S-T promulgated under the Securities Exchange Act of 1934, as
amended.
The registration fee of $19,237 has been paid by Viacom Inc. by wire
transfer. Viacom Inc.'s account number for fees is 0000813828.
Please contact the undersigned at (212) 258-6149 if you have any questions
about this filing.
Very truly yours,
/s/ Katherine B. Rosenberg
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