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 26, 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.
On January 26, 2005, the Compensation Committee (the "Committee") of
the Board of Directors of Viacom Inc. designated the executive officers who will
participate in the Viacom Inc. Senior Executive Short-Term Incentive Plan, as
amended and restated (the "Senior Executive STIP"), for the 2005 fiscal year and
established performance criteria and target awards for each participant. The
performance criteria relates to the achievement over a one-year performance
period ending December 31, 2005 of a specified level of the Company's operating
income (determined in accordance with generally accepted accounting principles
in the United States) before depreciation, amortization and inter-company
eliminations, as set forth in the Senior Executive STIP. A copy of the Senior
Executive STIP has been filed with the Securities and Exchange Commission as
Exhibit C to Viacom Inc.'s Proxy Statement dated April 21, 2003.
Also on January 26, 2005, the Committee awarded performance-based
restricted share units ("Performance-Based RSUs"), performance-based restricted
share units with time vesting ("Performance-Based/Time Vesting RSUs") and stock
options ("Options") under the Viacom Inc. 2004 Long-Term Management Incentive
Plan (the "LTMIP") to the following executive officers as noted: Sumner M.
Redstone, Chairman of the Board and Chief Executive Officer, 115,000
Performance-Based RSUs; Thomas E. Freston, Co-President and Co-Chief Operating
Officer, 115,000 Performance-Based RSUs; Leslie Moonves, Co-President and
Co-Chief Operating Officer, 115,000 Performance-Based RSUs; Michael D. Fricklas,
Executive Vice President, General Counsel and Secretary, 24,077
Performance-Based/Time Vesting RSUs and 133,249 Options; and William A. Roskin,
Executive Vice President, Human Resources and Administration, 12,841
Performance-Based/Time Vesting RSUs and 71,066 Options. Mr. Roskin elected to
defer the receipt of any shares of the Company's Class B Common Stock underlying
the Performance-Based/Time Vesting RSUs awarded to him that may vest.
The performance criteria established for the Performance-Based RSUs and
Performance-Based/Time Vesting RSUs relates to the achievement over a one-year
performance period ending December 31, 2005 of a specified level of the
Company's operating income (determined in accordance with generally accepted
accounting principles in the United States) before depreciation, amortization
and inter-company eliminations. The performance criteria for the
Performance-Based RSUs and Performance-Based/Time Vesting RSUs are the same as
those for the Senior Executive STIP. The Performance-Based RSUs will vest when
and if the Committee certifies that the performance criteria established for the
one-year performance period for the year ending December 31, 2005 has been
achieved. If the certification is made, the Performance-Based/Time Vesting RSUs
will vest in four equal annual installments beginning on the later of the date
of certification by the Committee that the performance criteria established for
the 2005 fiscal year has been achieved and the first anniversary of the date of
grant and the second, third and fourth installments will vest, respectively, on
the second, third, and fourth anniversaries of the date of grant. If the
certification is not made, the Performance-Based RSUs and Performance-Based/Time
Vesting RSUs will not vest and will be cancelled immediately. The exercise price
for the Option awards is $37.38 per share of Viacom Inc. Class B Common Stock.
The Option awards will vest in four equal annual installments beginning on the
first anniversary of the date of grant and expire on the eighth anniversary of
the date of grant.
The forms of certificates relating to awards under the LTMIP and the
forms of deferral elections relating to restricted share units are attached
hereto as exhibits and their terms are incorporated herein by reference. A copy
of the LTMIP has been filed with the Securities and Exchange Commission as Annex
B to Viacom Inc.'s Proxy Statement dated April 15, 2004.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Form of Certificate and Terms and Conditions for the
Performance-Based Restricted Share Units
10.2 Form of Certificate and Terms and Conditions for the
Performance-Based Restricted Share Units with Time
Vesting
10.3 Form of Certificate and Terms and Conditions for the
Stock Options
10.4 Form of Deferral Elections for Performance-Based
Restricted Share Units
10.5 Form of Deferral Elections for Performance-Based
Restricted Share Units with Time Vesting
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: February 1, 2005
Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Form of Certificate and Terms and Conditions for the
Performance-Based Restricted Share Units
10.2 Form of Certificate and Terms and Conditions for the
Performance-Based Restricted Share Units with Time
Vesting
10.3 Form of Certificate and Terms and Conditions for the
Stock Options
10.4 Form of Deferral Elections for Performance-Based
Restricted Share Units
10.5 Form of Deferral Elections for Performance-Based
Restricted Share Units with Time Vesting