UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SWITCHBOARD, INC.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
871045-10-0
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
with a copy to:
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
August 22, 2001
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with
this statement / /.
CUSIP No. 871045-10-0 Page 1 of 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No. 026-24-2929
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(2) Check the Appropriate Box if a Member of Group
(See Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization
United States
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Number of (7) Sole Voting Power
Shares -----------------------------------
Beneficially (8) Shared Voting Power 8,555,497(1)(2)
Owned by -----------------------------------
Each (9) Sole Dispositive Power
Reporting -----------------------------------
Person (10)Shared Dispositive Power 8,555,497(1)(2)
With
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(11) Aggregate Amount Beneficially Owned by Each
Reporting 8,555,497 (2)
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
31.9%(1)(2)
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(14) Type of Reporting Person (See Instructions) IN
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(1) Includes 1,066,937 shares underlying currently
exercisable warrants.
(2) Pursuant to the Proposed Transaction (as defined
in Item 4), Viacom Inc. will surrender to the
Issuer, all of its shares of Issuer's common
stock, Series E Special Voting Preferred Stock and
approximately 50% of the Warrants it holds for
Issuer's common stock in exchange for termination
of certain agreements between the Issuer and
Viacom.
CUSIP No. 871045-10-0 Page 2 of 6
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
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I.R.S No. 04-2949533
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(2) Check the Appropriate Box if a Member of Group
(See Instructions)
/ / (a)
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/ / (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization
Delaware
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Number of (7) Sole Voting Power
Shares -----------------------------------
Beneficially (8) Shared Voting Power 8,555,497(1)(2)
Owned by -----------------------------------
Each (9) Sole Dispositive Power
Reporting -----------------------------------
Person (10) Shared Dispositive Power 8,555,497(1)(2)
With
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(11) Aggregate Amount Beneficially Owned by Each Reporting
8,555,497(1)(2)
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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(13) Percent of Class Represented by Amount in
Row (11) 31.9% (1)(2)
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(14) Type of Reporting Person (See Instructions)
CO
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(1) Includes 1,066,937 shares underlying currently
exercisable warrants.
(2) Pursuant to the Proposed Transaction (as defined
in Item 4), Viacom Inc. will surrender to the
Issuer, all of its shares of Issuer's common
stock, Series E Special Voting Preferred Stock and
approximately 50% of the Warrants it holds for
Issuer's common stock in exchange for termination
of certain agreements between the Issuer and
Viacom.
Page 3 of 6
Item 1. Security and Issuer.
----------------------
This Amendment No. 1 amends the Statement on
Schedule 13D filed with the SEC on May 15, 2000 by Mr.
Sumner M. Redstone, National Amusements, Inc., NAIRI,
Inc. and Viacom Inc., with respect to the Common Stock,
$.01 par value per share (the "Common Shares"), of
Switchboard, Inc. ("Switchboard" or the "Issuer"), a
Delaware corporation, with its principal executive
office located at 120 Flanders Road, Westboro,
Massachusetts 01581.
Item 2. Identity and Background.
-----------------------
Item 2 is amended and supplemented as follows:
David Andelman, an attorney whose business address
is c/o Lourie and Cutler, 60 State Street, Boston, MA
02109, has been elected a Director of Viacom. Thomas
E. Dooley is no longer a Director of Viacom.
Mr. Andelman is a citizen of the United States.
During the last five years, he has not been (a)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
Richard J. Bressler has been elected Senior Vice
President and Chief Financial Officer of Viacom Inc.,
whose business address is 1515 Broadway, New York, New
York 10036. Fredric G. Reynolds is no longer an
Executive Officer of Viacom.
Mr. Bressler is a citizen of the United States.
During the last five years, he has not been (a)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is hereby amended and restated in its
entirety to read as follows:
"The Issuer's Common Shares were acquired by the
Reporting Persons pursuant to the merger of CBS
Corporation, immediate prior owner of the Common Shares
and Special Preferred Stock, with and into Viacom on
May 4, 2000. The Reporting Persons may, at any time
and from time to time, purchase additional Common
Shares of the Issuer. Under the Restructuring Agreement
(defined below), Viacom may not sell, transfer encumber
or otherwise restrict any or all of the Issuer's Common
Shares, Series E Special Voting Preferred Stock or
warrants that Viacom holds.
"On August 22, 2001, Viacom, the Issuer and
ePresence, Inc., a Massachusetts corporation (formerly
known as Banyan Systems Incorporated, "ePresence"),
entered into the Restructuring Agreement (the
"Restructuring Agreement") pursuant to which, among
other things, at the Closing (as defined in the
Restructuring Agreement) Viacom will surrender to
Switchboard the following securities of the Issuer it
currently owns: (i) all of the 7,488,560 shares of
Common Stock, $.01 par value, (ii) one share of Series
E Special Voting Preferred Stock, $.01 par value, and
(iii) 533,469 of the 1,066,937
Page 4 of 6
warrants to purchase common stock; the following
agreements among Viacom, the Issuer and ePresence, will
be terminated: (i) the Common Stock and Warrant
Purchase Agreement, dated as of June 1, 1999, as
amended (the "Purchase Agreement"), (ii) the
Advertising and Promotion Agreement dated as of June
30, 1999 (the "Advertising Agreement"), (iii) the Right
of First of Refusal Agreement dated as of June 30, 1999
(the "ROFR Agreement"), and (iv) the Termination of
Stockholder's Voting Agreement dated as of January 1,
2001 (the "Voting Agreement"); and the License
Agreement between Switchboard and Viacom dated as of
June 30, 1999 will terminate no later than three (3)
months after the Closing (the "Proposed Transaction").
"The Proposed Transaction is subject to customary
closing conditions and Switchboard stockholder
approval, which requires approval by two-thirds of
Switchboard's outstanding shares, excluding those held
by Viacom.
"Other than as set forth herein, the Reporting
Persons have no current plan or proposal which relates
to, or would result in, any of the actions enumerated
in subparagraphs (a) through (j) of Item 4 of Schedule
13D."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is amended as follows:
(a) and (b) Viacom is currently the
beneficial owner, with shared dispositive and
voting power, of 8,555,497 Common Shares,
including 1,066,937 Common Shares underlying
currently exercisable warrants (the "Subject
Warrants"), and one share of Series E Special
Voting Preferred Stock (the "Special
Preferred Stock") or approximately 31.9%, of
the Issuer's issued and outstanding Common
Shares (based on the number of Common Shares
that were reported by the Issuer to be issued
and outstanding and assuming the exercise of
all the Subject Warrants and such underlying
shares to be issued and outstanding for
purposes of this calculation).
NAIRI is currently the beneficial owner, with
shared dispositive and voting power, of
8,555,497 Common Shares, including 1,066,937
Common Shares underlying the Subject
Warrants, and the Special Preferred Stock or
approximately 31.9%, of the Issuer's issued
and outstanding Common Shares (based on the
number of Common Shares that were reported by
the Issuer to be issued and outstanding and
assuming the exercise of all the Subject
Warrants and such underlying shares to be
issued and outstanding for purposes of this
calculation).
NAI is currently the beneficial owner, with
shared dispositive and voting power, of
8,555,497 Common Shares, including 1,066,937
Common Shares underlying the Subject Warrants
and the Special Preferred Stock or
approximately 31.9%, of the Issuer's issued
and outstanding Common Shares (based on the
number of Common Shares that were reported by
the Issuer to be issued and outstanding and
assuming the exercise of all the Subject
Warrants and such underlying shares to be
issued and outstanding for purposes of this
calculation).
As a result of his stock ownership in NAI,
Mr. Sumner M. Redstone is deemed the
beneficial owner of 8,555,497 Common Shares,
including 1,066,937 Common Shares underlying
the Subject Warrants, and the Special
Preferred Stock or approximately 31.9% of the
issued and outstanding Common Shares (based
on the number of
Page 5 of 6
Common Shares that were reported by the
Issuer to be issued and outstanding and
assuming the exercise of all the Subject
Warrants and such underlying shares to be
issued and outstanding for purposes of this
calculation).
Item 6. Contracts, Arrangements, Understandings or
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Relationships with Respect to Securities of
---------------------------------------------
The Issuer.
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Item 6 is amended and restated in its
entirety as follows:
"The Stockholders Voting Agreement, dated as
of June 30, 1999, among Viacom (as successor to CBS
Corporation), ePresence, Inc. (formerly Banyan Systems
Incorporated) and the Issuer, was terminated January 1,
2001, pursuant to the Termination of Stockholder's
Voting Agreement, entered into and executed by each of
the parties effective as of January 1, 2001.
"Except as described in this Item 6 and Item
4 above, none of the Reporting Persons have entered
into, or amended any existing, agreement with respect
to the Common Shares or other securities of the Issuer
since the prior statement on Schedule 13D, or amendment
thereto, that was filed by certain of the Reporting
Persons and any predecessor thereof. Viacom, as
successor by merger to CBS, has assumed all rights and
obligations of CBS.
"The information set forth under Item 4 above and
the exhibits attached hereto are incorporated by
reference."
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Restructuring Agreement, dated as of
August 22, 2001, by and among Viacom, the
Issuer and ePresence is hereby incorporated
by reference to Exhibit 99.1 to Issuer's
Current Report on Form 8-K filed with the
Securities and Exchange Commission on August
28, 2001.
Page 6 of 6
Signatures
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After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information
set forth in this statement is true, complete and
correct. Pursuant to Rule 13d-1(f)(1), each of the
undersigned agrees that this statement is filed on
behalf of each of us.
August 28, 2001 /s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
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Sumner M. Redstone,
Chairman and Chief
Executive Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
--------------------------
Sumner M. Redstone,
Chairman and President
Viacom Inc.
By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Senior Vice President,
General Counsel and
Secretary