AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (VIA EDGAR) ON AUGUST 29, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ VIACOM INC. (Exact name of registrant as specified in its charter) ------------------------ DELAWARE 4841 04-2949533 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.) 200 ELM STREET DEDHAM, MASSACHUSETTS 02026 (617) 461-1600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PHILIPPE P. DAUMAN, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL, CHIEF ADMINISTRATIVE OFFICER AND SECRETARY VIACOM INTERNATIONAL INC. 1515 BROADWAY NEW YORK, NEW YORK 10036 (212) 258-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: CREIGHTON O'M. CONDON, ESQ. ROGER S. AARON, ESQ. PHILLIP L. JACKSON, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM SHEARMAN & STERLING 919 THIRD AVENUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 (212) 735-3000 (212) 848-4000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly as practicable after this Registration Statement becomes effective and all other conditions to the business combination transaction (the "Merger"), pursuant to which Blockbuster Entertainment Corporation, a Delaware corporation ("Blockbuster"), will merge with and into Viacom Inc., a Delaware corporation ("Viacom"), described in the enclosed Joint Proxy Statement/Prospectus have been satisfied or waived (but in no event earlier than the 20th business day following the date on which the enclosed Joint Proxy Statement/Prospectus has been given or sent to stockholders of Blockbuster). ------------------------ If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED(1) BE REGISTERED PER UNIT OFFERING PRICE FEE(3) Class A Common Stock...................... 22,134,256 Class B Common Stock(4)................... 205,970,317 (2) (2) $2,486,526 Variable Common Rights.................... 276,678,196 (1) This Registration Statement relates to securities of Viacom issuable to holders of Common Stock, par value $0.10 per share, of Blockbuster ("Blockbuster Common Stock") in the Merger. (2) Not applicable. (3) Pursuant to Rule 457(f) of the Securities Act of 1933, the registration fee for all the securities registered hereunder, $2,486,526, has been calculated as follows: one-twentyninth of one percent of (a) $26.0625, the average of the high and low prices of shares of Blockbuster Common Stock as reported on the New York Stock Exchange Composite Transaction Tape on August 26, 1994, multiplied by (b) 276,678,196, the maximum number of shares of Blockbuster Common Stock to be exchanged in the Merger. Pursuant to Rule 457(b) of the Securities Act of 1933, the amount of the registration fee has been reduced by $1,268,587, which was already paid with respect to this transaction pursuant to Section 14(g) of the Securities Exchange Act of 1934. On August 25, 1994, $1,217,939 was wired to the Securities and Exchange Commission's lockbox. Viacom's account number for fees is 0000813828. (4) Of the 205,970,317 shares of Class B Common Stock, par value $.01 per share, of Viacom being registered hereunder, 38,261,828 are issuable, under certain circumstances, pursuant to the variable common rights of Viacom being registered hereunder. No separate consideration will be received for such shares of Class B Common Stock in the event any such issuance occurs. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- VIACOM INC. Cross Reference Sheet pursuant to Rule 404(a) of the Securities Act and Item 501(b) of Regulation S-K, showing the location or heading in the Joint Proxy Statement/Prospectus of the information required by Part I of Form S-4. LOCATION OR HEADING IN S-4 ITEM NUMBER AND CAPTION JOINT PROXY STATEMENT/PROSPECTUS - ------------------------------------------ ----------------------------------- A. Information About the Transaction 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus......................... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus.............. Available Information; Incorporation of Certain Documents by Reference; Table of Contents 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information........................ Summary 4. Terms of the Transaction........... Summary; Introduction; The Meetings; The Merger; Certain Provisions of the Merger Agreement; Certain Transactions Between Viacom and Blockbuster and With Their Stockholders; Description of Viacom Capital Stock; Comparison of Stockholder Rights; Financial Matters after the Merger 5. Pro Forma Financial Information.... Summary; Unaudited Pro Forma Combined Condensed Financial Statements Viacom/Combined Company; Blockbuster, Super Club and Spelling Entertainment Unaudited Pro Forma Condensed Consolidated Statements of Operations; Paramount, Macmillan and Other Businesses Acquired Unaudited Pro Forma Condensed Consolidated Financial Statements 6. Material Contacts with the Company Being Acquired................... Summary; The Merger; Certain Provisions of the Merger Agreement; Certain Transactions Between Viacom and Blockbuster and With Their Stockholders 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters.......... Not Applicable 8. Interests of Named Experts and Counsel............................ Not Applicable 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.................. Not Applicable B. Information about the Registrant 10. Information with Respect to S-3 Registrants........................ Available Information; Incorporation of Certain Documents by Reference 11. Incorporation of Certain Information by Reference......... Incorporation of Certain Documents by Reference 12. Information with Respect to S-2 or S-3 Registrants.................. Not Applicable 13. Incorporation of Certain Information by Reference......... Not Applicable 14. Information with Respect to Registrants other than S-3 or S-2 Registrants........................ Not Applicable C. Information About the Company Being Acquired 15. Information with Respect to S-3 Companies.......................... Available Information; Incorporation of Certain Documents by Reference 16. Information with Respect to S-2 or S-3 Companies.................... Not Applicable 17. Information with Respect to Companies Other than S-3 or S-2 Companies.......................... Not Applicable D. Voting and Management Information 18. Information if Proxies, Consents or Authorizations are to be Solicited.......................... Incorporation of Certain Documents by Reference; Summary; The Meetings; The Merger; Certain Provisions of the Merger Agreement; Management Before and After the Merger; Security Ownership of Certain Beneficial Owners and Management; Dissenting Stockholders' Rights of Appraisal; Proposal to Amend the Blockbuster 1991 Non-Employee Director Plan; Stockholder Proposals 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an Exchange Offer.............................. Not Applicable VIACOM INC. AND BLOCKBUSTER ENTERTAINMENT CORPORATION JOINT PROXY STATEMENT ------------------------ VIACOM INC. PROSPECTUS This Joint Proxy Statement/Prospectus (this "Proxy Statement/Prospectus") is being furnished to stockholders of Viacom Inc. ("Viacom") and Blockbuster Entertainment Corporation ("Blockbuster") in connection with the solicitation of proxies by the respective Boards of Directors of such corporations for use at their respective Special Meetings of Stockholders (including any adjournments or postponements thereof) to be held on September 29, 1994. This Proxy Statement/Prospectus relates to the proposed merger of Blockbuster with and into Viacom (the "Merger") pursuant to the Agreement and Plan of Merger dated as of January 7, 1994, as amended as of June 15, 1994 (the "Merger Agreement"), between Viacom and Blockbuster, a copy of which is attached hereto as Annex I. This Proxy Statement/Prospectus also constitutes a prospectus