UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
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)
_________________________________________________________
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
S.S. No.
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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.
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
------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
------------------------------------------------------
(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
------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
8,555,497(1)(2)
------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
31.9% (1)(2)
------------------------------------------------------
(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
Relationships with Respect to Securities of the
Issuer.
------------------------------------------------
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
----------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
--------------------------
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
--------------------------
Michael D. Fricklas
Senior Vice President,
General Counsel and Secretary