As filed with the Securities and Exchange Commission on July 10, 2006
Registration No. 333-55346
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
CBS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Address and phone number of principal executive offices, including zip code)
-----------------------------
CBS Corporation 2005 RSU Plan for Outside Directors
Viacom Inc. 2000 Long-Term Management Incentive Plan
Viacom Inc. 1997 Long-Term Management Incentive Plan
CBS Corporation 2000 Stock Option Plan for Outside Directors
(Full title of the plans)
Louis J. Briskman, Esq.
Executive Vice President and General Counsel
CBS Corporation, 51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Name, address and telephone number of agent for service)
-------------------------
EXPLANATORY NOTE
CBS Corporation, a Delaware corporation (the "Registrant"), is filing with
the Securities and Exchange Commission this Post-Effective Amendment No. 2 to
its Registration Statement on Form S-8 (File No. 333-55346) (the "Registration
Statement") as a result of the merger (the "Merger") of Viacom Merger Sub Inc.,
a Delaware corporation, with and into the Registrant on December 31, 2005, with
the Registrant as the surviving corporation of the Merger. Upon completion of
the Merger, the name of the Registrant was changed from "Viacom Inc." to "CBS
Corporation." This Post-Effective Amendment No. 2 is filed to reflect (i) the
change in the name of the Registrant, (ii) a reduction in the par value of the
Registrant's Class B Common Stock registered under the Registration Statement
from $0.01 to $0.001 per share, (iii) a change of the name of the "Viacom Inc.
2005 RSU Plan for Outside Directors" to the "CBS Corporation 2005 RSU Plan for
Outside Directors" and the "Viacom Inc. 2000 Stock Option Plan for Outside
Directors" to the "CBS Corporation 2000 Stock Option Plan for Outside Directors"
to reflect the change in name of the Registrant and (iv) the removal of the BET
Holdings II Inc. Restated Stock Option Agreement with Robert L. Johnson and the
BET Holdings II Inc. Restated Stock Option Agreement with Debra L. Lee that were
originally included on the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement No. 333-55346 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 10th day of July, 2006.
CBS CORPORATION
By: /s/ Angeline C. Straka
-------------------------------------
Name: Angeline C. Straka
Title: Senior Vice President, Deputy
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement No. 333-55346 on Form
S-8 has been signed by the following persons in the capacities indicated on the
10th day of July, 2006.
Signature Title
* Director, President and
------------------------------ Chief Executive Officer
Leslie Moonves (Principal Executive Officer)
* Executive Vice President
------------------------------ and Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
/s/ Susan C. Gordon Senior Vice President, Controller and
------------------------------ Chief Accounting Officer
Susan C. Gordon (Principal Accounting Officer)
*
------------------------------ Director
David R. Andelman
*
------------------------------ Director
Joseph A. Califano, Jr.
*
------------------------------ Director
William S. Cohen
*
------------------------------ Director
Philippe P. Dauman
*
------------------------------ Director
Charles K. Gifford
*
------------------------------ Director
Bruce S. Gordon
*
Vice Chair and Director
------------------------------
Shari Redstone
* Executive Chairman and Director
------------------------------
Sumner M. Redstone
*
------------------------------ Director
Ann N. Reese
*
------------------------------ Director
Judith A. Sprieser
*By: /s/ Angeline C. Straka
------------------------------------
Angeline C. Straka, Attorney-in-Fact July 10, 2006
Exhibit Index
Exhibit No. Description of Document
4.1* Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3(a) to the
Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 2005) (File No. 001-09553).
4.2* Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3(b) to the Annual Report on Form
10-K of the Registrant for the fiscal year ended December
31, 2005) (File No. 001-09553).
4.3* CBS Corporation 2005 RSU Plan for Outside Directors
(formerly named the Viacom Inc. 2005 RSU Plan for
Outsider Directors) (as amended and restated as of May 25,
2006) (incorporated by reference to Annex D to the Registrant's
Proxy Statement dated April 14, 2006).
4.4* Viacom Inc. 2000 Long-Term Management Incentive Plan (as
amended effective October 10, 2002 by the Amendment to
the Registrant's Stock Option Plans) (as amended and restated
through January 31, 2001) (incorporated by reference to
Exhibit 10(d) to the Annual Report on Form 10-K of the
Registrant for the fiscal year ended December 31, 2001)
(File No. 001-09553) (incorporated by reference to
Exhibit 10(bb) to the Annual Report on Form 10-K of the
Registrant for the fiscal year ended December 31, 2002) (File
No. 001-09553).
4.5* Viacom Inc. 1997 Long-Term Management Incentive Plan (as
amended and restated through May 25, 2000) (incorporated by
reference to Exhibit B to the Registrant's Proxy Statement
dated June 5, 2000 (File No. 001-09553)) (as amended effective
October 10, 2002 by the Amendment to the Registrant's Stock
Option Plans) (incorporated by reference to Exhibit 10(bb) to
the Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 2002) (File No. 001-09553).
4.6* CBS Corporation 2000 Stock Option Plan for Outside Directors
(formerly named the Viacom Inc. 2000 Stock Option Plan for
Outside Directors) (as amended and restated as of May 25,
2006) (incorporated by reference to Annex C to the Registrant's
Proxy Statement dated April 14, 2006) (File No. 001-09553).
5.1* Opinion of Michael D. Fricklas, Esq. as to the legality of
the securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Michael D. Fricklas, Esq.
24** Powers of Attorney.
------------------
* Previously filed or incorporated by reference in this Registration Statement.
** Filed herewith.