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): June 14, 2005
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
1515 Broadway, New York, NY 10036
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(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.):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2005, Viacom Inc. (the "Company") entered into letter
agreements (the "Amendments") with each of Thomas E. Freston and Leslie Moonves,
Co-Presidents and Co-Chief Operating Officers of the Company, amending the terms
of their respective employment agreements dated July 1, 2004. The Amendments
provide that, upon the date of the Company's proposed spin-off transaction by
which the Company's businesses would be separated into two publicly-traded
companies, each of their agreements will be assigned to the companies that
acquire, at a minimum, certain identified businesses, and that such assignment
will not constitute "Good Reason" to terminate their respective employment
agreements.
The Amendments also provide, among other things, that in the event of
such an assignment (i) Mr. Freston's and Mr. Moonves' outstanding stock options
will be adjusted in the same manner as outstanding stock options held by other
employees of their respective companies and in a manner that the Compensation
Committee of the Company's Board of Directors determines in good faith would
eliminate any reduction in value; (ii) the number of restricted share units
("RSUs") to be awarded to each of Mr. Freston and Mr. Moonves will be adjusted
using a specified formula; and (iii) grants of RSUs scheduled to be awarded
during the first calendar quarter of 2006 may be rescheduled if the spin-off has
not occurred by that date.
Except as expressly provided for in the Amendments, Mr. Freston's and
Mr. Moonves' existing employment agreements have not been otherwise modified and
will continue in full force and effect.
The foregoing description is qualified in its entirety by reference to
the Amendments which are attached hereto as Exhibits 10.1 and 10.2, the terms of
which agreements are incorporated herein by reference. A copy of the Employment
Agreement, dated July 1, 2004, between the Company and Thomas E. Freston has
been filed with the Securities and Exchange Commission as Exhibit 10.2 to the
Company's Current Report on Form 8-K filed July 22, 2004 and a copy of the
Employment Agreement, dated July 1, 2004, between the Company and Leslie Moonves
has been filed with the Securities and Exchange Commission as Exhibit 10.3 to
the Company's Current Report on Form 8-K filed July 22, 2004.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
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10.1 Letter Agreement, dated June 14, 2005, amending the
Employment Agreement, dated July 1, 2004, between
Viacom Inc. and Thomas E. Freston.
10.2 Letter Agreement, dated June 14, 2005, amending the
Employment Agreement, dated July 1, 2004, between
Viacom Inc. and Leslie Moonves.
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: June 17, 2005
Exhibit Index
Exhibit Number Description of Exhibit
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10.1 Letter Agreement, dated June 14, 2005, amending the
Employment Agreement, dated July 1, 2004, between
Viacom Inc. and Thomas E. Freston.
10.2 Letter Agreement, dated June 14, 2005, amending the
Employment Agreement, dated July 1, 2004, between
Viacom Inc. and Leslie Moonves.