View:
As filed with the Securities and Exchange Commission (via EDGAR)
on September 30, 1994
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)
______________
September 30, 1994
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Dear Sirs:
We have acted as counsel for Viacom Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") of the Company filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration under the Securities Act of
the following securities of the Company to be issued in connection with the
exercise of the stock options for shares of common stock, par value $.10 per
share, of Blockbuster Entertainment Corporation ("Blockbuster") that were
outstanding on September 29, 1994 under Blockbuster's 1994, 1990, 1989 and
1987 Stock Option Plans and 1991 Employee Director and Non-Employee Director
Stock Option Plans (collectively, the "Plans") and assumed by the Company in
connection with the Merger:
1,286,381 shares of the Company's Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock");
9,746,747 shares of the Company's Class B Common Stock, par
value $0.01 per share (the "Class B Common Stock");
2,223,671 shares of the Company's Class B Common Stock, par
value $0.01 per share (the "Additional Class B
Common Stock") which may become issuable pursuant to
the Company's variable common rights (the "VCRs");
and
16,079,760 VCRs.
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Registration Statement.
Viacom Inc. 2 September 30, 1994
The VCRs will be governed by a certificate (the "VCR Certificate")
in the form included in the Company's Registration Statement on Form S-4
(Reg. No. 33-55271) as Exhibit 4.3.
In so acting, we have examined the Registration Statement, the VCR
Certificate and the Plans. We have also examined and relied as to factual
matters upon the representations and warranties contained in originals, or
copies certified or otherwise identified to our satisfaction, of such
documents, records, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents, certificates and instruments submitted to us
as originals and the conformity with originals of all documents submitted to
us as copies.
The opinions expressed below are limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Class A Common Stock and the Class B Common Stock have
been duly authorized by the Company and, when (a) issued and delivered
by the Company in accordance with the terms of the Plans and (b) paid
for in full in accordance with the terms of the Plans, the Class A
Common Stock and the Class B Common Stock will be validly issued, fully
paid and non-assessable.
2. The VCRs have been duly authorized by the Company, and when
(a) the VCR Certificates have been duly executed and delivered by the
Company, (b) the VCRs have been duly issued by the Company in accordance
with the terms of the Plans and the VCR Certificates and (c) the VCRs
have been paid for in full in accordance with the terms of the Plans,
the VCRs will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in accordance
with the terms of the VCR Certificates.
3. The Additional Class B Common Stock have been duly authorized
by the Company and, when issued by the Company in accordance with the
provisions of the VCR Certificates, the Additional Class B Common Stock
will be validly issued, fully paid and non-assessable.
Viacom Inc. 3 September 30, 1994
The opinion set forth in paragraph 2 above is subject to (i) the
effect of any applicable bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting creditors' rights generally and (ii) the
effect of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Viacom Inc. of
our reports dated February 4, 1994, except as to Note 2, which is as of
March 11, 1994, appearing on pages II-32 and F-2 of the Viacom Inc. Annual
Report on Form 10-K for the year ended December 31, 1993, as amended by Form
10-K/A Amendment No. 1 dated May 2, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
New York, New York
September 29, 1994
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ GEORGE S. ABRAMS
--------------------
George S. Abrams
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ FRANK J. BIONDI, JR.
------------------------
Frank J. Biondi, Jr.
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ WILLIAM C. FERGUSON
-----------------------
William C. Ferguson
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ H. WAYNE HUIZENGA
---------------------
H. Wayne Huizenga
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ KEN MILLER
--------------
Ken Miller
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ BRENT D. REDSTONE
---------------------
Brent D. Redstone
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ SUMNER M. REDSTONE
----------------------
Sumner M. Redstone
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ FREDERIC V. SALERNO
-----------------------
Frederic V. Salerno
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 Blockbuster Entertainment Corporation ("Blockbuster") stock options plans
assumed by Viacom Inc. pursuant to the Agreement and Plan of Merger dated as of
January 7, 1994, as amended as of June 15, 1994, providing for a business
combination transaction between Blockbuster and Viacom 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 20th day of
September, 1994.
/s/ WILLIAM SCHWARTZ
--------------------
William Schwartz