As filed with the Securities and Exchange Commission on January 17, 2006
Registration No. 333-88613
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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Amended and Restated Infinity Broadcasting Corporation Stock Option Plan
King World 1998 Stock Option and Restricted Stock Purchase Plan
King World 1996 Amended and Restated Stock Option and
Restricted Stock Purchase Plan
King World Salesforce Bonus Plan
CBS Corporation Deferred Compensation and Stock Plan for Directors
CBS Corporation 1991 Long-Term Incentive Plan
CBS Corporation 1993 Long-Term Incentive Plan
(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)
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EXPLANATORY NOTE
CBS Corporation, a Delaware corporation (the "Registrant"), is filing with
the Securities and Exchange Commission this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-8 (File No. 333-88613) (the "Registration
Statement"), which Registration Statement is Post-Effective Amendment No. 1 on
Form S-8 to the Registrant's Registration Statement on Form S-4 (File No.
333-88613), 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. 1 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) the removal of the Infinity Broadcasting
Corporation Warrant Certificate No. 3 to Mel Karmazin, the Gaylord Entertainment
Company Amended and Restated 1993 Stock Option and Incentive Plan, the Gaylord
Entertainment Company Amended and Restated 1991 Stock Option and Incentive Plan,
the Westinghouse 1984 Long-Term Incentive Plan and the Non-Qualified Stock
Option Agreement for Leo Yochum, which were originally included on the
Registration Statement, (iv) the removal of the Westinghouse Savings Program
because no shares are currently being offered under this Registration Statement
pursuant to such plan and (v) the removal of the CBS Employee Investment Fund,
the Infinity Broadcasting Corporation Employees' 401(k) Plan and the Infinity
Broadcasting Corporation Employees' 401(k) Union Plan, which subsequent to the
original filing of this Registration Statement were merged into the CBS
Corporation 401(k) Plan (formerly known as the Viacom Inc. 401(k) Plan),
pursuant to which shares of the Registrant are being offered under the
Registrant's Registration Statement filed on February 8, 2002 (File No.
333-82422).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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. 1 to Registration Statement No. 333-88613 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 17th day of January, 2006.
CBS CORPORATION
By: /s/ Angeline C. Straka
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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. 1 to Registration Statement No. 333-88613 on Form
S-8 has been signed by the following persons in the capacities indicated on the
17th day of January, 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
Susan C. Gordon Accounting Officer
(Principal Accounting Officer)
* Director
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David R. Andelman
* Director
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Joseph A. Califano, Jr.
* Director
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William S. Cohen
* Director
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Philippe P. Dauman
* Vice Chair and Director
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Shari Redstone
* Chairman and Director
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Sumner M. Redstone
* Director
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Robert D. Walter
*By: /s/ Angeline C. Straka
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Angeline C. Straka, Attorney-in-Fact January 17, 2006
Exhibit Index
Exhibit No. Description of Document
4.1* Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-4 as amended
(File No. 333-128821) filed on November 23, 2005).
4.2* Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-4 as amended (File No. 333-128821) filed
on November 23, 2005).
4.3* Agreement and Plan of Merger, dated as of September 6, 1999,
as amended and restated as of October 8, 1999 and as of
November 23, 1999, among Viacom Inc., the former CBS
Corporation and Viacom/CBS LLC (incorporated by reference to
Amendment No. 3 to the Registration Statement on Form S-4
filed by the Registrant on November 24, 1999 (File No.
333-88613)).
4.4* CBS Corporation 1993 Long-Term Incentive Plan, amended as of
July 28, 1999 (incorporated by reference to Exhibit 4.4 to the
Registrant Post-Effective Amendment No. 1 on Form S-8 to Form
S-4 filed by the Registrant on May 5, 2000 (File No.
333-88613)).
4.5* CBS Corporation 1991 Long-Term Incentive Plan, amended as of
July 28, 1999 (incorporated by reference to Exhibit 4.5 to the
Registrant Post-Effective Amendment No. 1 on Form S-8 to Form
S-4 filed by the Registrant on May 5, 2000 (File No.
333-88613)).
4.6* CBS Corporation Deferred Compensation and Stock Plan for
Directors, amended as of February 24 2000 (incorporated by
reference to Exhibit 10(y)(ix) to the Annual Report on Form
10-K of the Registrant for the fiscal year ended December 31,
2000 (File No. 001-09553)).
4.7* Amended and Restated Infinity Broadcasting Corporation Stock
Option Plan (incorporated by reference to Exhibit 4.4 to the
former CBS Corporation's Registration Statement on
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 by the
former CBS Corporation on January 2, 1997 (File No.
333-13219)).
4.8* King World 1998 Stock Option and Restricted Stock Purchase
Plan (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of King World Productions,
Inc. for the quarter ended February 28, 1999).
4.9* King World 1996 Amended and Restated Stock Option and
Restricted Stock Purchase Plan (incorporated by reference to
Exhibit 10.11 to the Annual Report on Form 10-K of King World
Productions, Inc. for the fiscal year ended August 31, 1997).
4.10* King World Salesforce Bonus Plan (incorporated by reference to
Exhibit 10.2 to King World Productions, Inc.'s Registration
Statement on Form S-8 filed by King World Productions, Inc. on
April 22, 1997 (File No. 333-11363)).
5.1* Opinion of Michael D. Fricklas, Esq. as to the legality of the
securities being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
23.3* Consent of KPMG LLP.
23.4* Consent of Mitchell & Titus, LLP.
23.5* Consent of Michael D. Fricklas, Esq.
24** Powers of Attorney.
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* Previously filed or incorporated by reference in this Registration Statement.
** Filed herewith.