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): January 27, 2005
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 258-6000
(Registrant's telephone number, including area code)
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.):
[ ] 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.
The Registrant is filing as exhibits to this report forms of stock
option certificates relating to stock option grants to the Registrant's
non-employee directors under the 2000 Stock Option Plan for Outside Directors,
as amended and restated, the terms of which are incorporated herein by
reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Form of Stock Option Certificate for Stock Option
Grants under the Viacom Inc. 2000 Stock Option Plan
for Outside Directors, as amended and restated
(initial grant form).
10.2 Form of Stock Option Certificate for Stock Option
Grants under the Viacom Inc. 2000 Stock Option Plan
for Outside Directors, as amended and restated
(annual grant form).
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
-----------------------------------------
Michael D. Fricklas
Executive Vice President, General Counsel
and Secretary
Date: January 27, 2005
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Form of Stock Option Certificate for Stock Option
Grants under the Viacom Inc. 2000 Stock Option Plan
for Outside Directors, as amended and restated
(initial grant form).
10.2 Form of Stock Option Certificate for Stock Option
Grants under the Viacom Inc. 2000 Stock Option Plan
for Outside Directors, as amended and restated
(annual grant form).