As filed with the Securities and Exchange Commission on January 24, 2006
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
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 1993 Long-Term Incentive Plan
CBS Corporation 1991 Long-Term Incentive Plan
Infinity Broadcasting Corporation Stock Plan for Directors
Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
Infinity Broadcasting Corporation Stock Option Plan
Outdoor Systems, Inc. 1996 Omnibus Plan
King World Salesforce Bonus Plan
King World Productions, Inc. and its Subsidiaries 1998 Stock Option and
Restricted Stock Purchase Plan
King World Productions, Inc. 1996 Amended and Restated Stock Option and
Restricted Stock Purchase Plan
King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of March 17, 1994
King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of March 17, 1994
King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of October 6, 1995
King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of October 6, 1995
King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of September 15, 1997
King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of September 15, 1997
King World Productions, Inc. Stock Option Agreement with Oprah Winfrey
dated as of September 16, 1998
King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of September 16, 1998
King World Productions, Inc. Stock Option Agreement with Timothy Bennett
dated as of September 16, 1998
King World Productions, Inc. Stock Option Agreement with Dianne Hudson
dated as of September 16, 1998
King World Productions, Inc. Stock Option Agreement with Douglas Pattison
dated as of September 16, 1998
(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)
-------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------- ------------------------ ----------------------- -------------------------- -------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per Aggregate offering price registration fee (3)
share (2)
- ------------------------- ------------------------ ----------------------- -------------------------- -------------------------
Class B Common Stock, 8,500,000 $29.95 $254,575,000 $27,240
par value $0.001 per
share
- ------------------------- ------------------------ ----------------------- -------------------------- -------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement on Form S-8 (this
"Registration Statement") shall also cover any additional shares of
Class B Common Stock, par value $0.001 per share (the "Class B Common
Stock"), of CBS Corporation (the "Registrant") that become issuable
under the plans to which this Registration Statement relates by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Class B
Common Stock of the Registrant.
(2) Based on the weighted average exercise price of outstanding employee
stock options awarded under the plans to which this Registration
Statement relates.
(3) Pursuant to Rule 457(p) under the Securities Act, the filing fee is
being offset by $27,240 of the filing fee associated with approximately
30,000,000 of the shares of Class B Common Stock registered on the
Registrant's Registration Statement on Form S-4 (Registration No.
333-128821), first filed with the Securities and Exchange Commission on
October 5, 2005, as subsequently amended on November 23, 2005 (the "S-4
Registration Statement"). The aggregate amount of registration fee paid
with respect to the S-4 Registration Statement and associated with such
unsold shares is approximately $116,000.
II-1
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 (this "Registration Statement")
relates to 8,500,000 shares of Class B Common Stock, par value $0.001 per share
(the "Common Stock"), of CBS Corporation (the "Registrant"), the name of which
was changed from Viacom Inc. ("Viacom") upon completion of the Merger (defined
below), issuable to holders of options to purchase shares of Class B Common
Stock, par value $0.01 per share, of Viacom that were converted into options to
purchase shares of Common Stock of the Registrant at the effective time of the
merger of Viacom Merger Sub Inc. with and into Viacom (the "Merger") on December
31, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the "Note" to Part I of Form
S-8.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Securities and Exchange Commission (the "Commission") by the Registrant (the
name of which was changed from Viacom Inc. to CBS Corporation at the effective
time of the Merger) are incorporated herein by reference into this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 (filed March 16, 2005);
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2005 (filed May 10, 2005), June 30,
2005 (filed August 5, 2005) and September 30, 2005 (filed November 7,
2005);
(c) The Registrant's Current Reports on Form 8-K (i) filed
March 14, 2005, (ii) filed March 15, 2005, (iii) filed April 15, 2005,
(iv) filed May 3, 2005, (v) filed May 18, 2005, (vi) filed May 31,
2005, (vii) filed June 16, 2005, (viii) filed June 17, 2005, (ix)
filed July 26, 2005, (x) filed October 18, 2005, (xi) filed November
21, 2005, (xii) filed November 28, 2005, (xiii) filed December 12,
2005, (xiv) filed December 12, 2005, (xv) filed December 14, 2005,
(xvi) filed December 21, 2005, (xvii) filed December 30, 2005, (xviii)
filed December 30, 2005, (xix) filed January 5, 2006, (xx) filed
January 9, 2006 and (xxi) filed January 10, 2006; and
(d) The description of the Class B Common Stock of the
Registrant included under the captions "Comparison of Stockholder
Rights Before and After the Separation," "Description of CBS Corp.
Capital Stock" and Exhibit 3.3, Form of Amended and Restated
Certificate of Incorporation of Viacom Inc. following the separation,
in the Registrant's Prospectus-Information Statement forming part of
the Registrant's Registration Statement on Form S-4 (Registration No.
333-128821) first filed with the Commission on October 5, 2005, as
subsequently amended on November 23, 2005, which description has been
incorporated by reference in Item 1 of the Company's Amended
Registration Statement on Form 8-A/A, filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on November 23, 2005 (Registration No. 001-32686).
In addition, all documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effective date of this Registration statement, but prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
II-1
Item 5. Interests of Named Experts and Counsel.
Angeline C. Straka, Esq., Senior Vice President, Deputy
General Counsel and Secretary of the Registrant, who has rendered an opinion
stating that under applicable state law the shares of Class B Common Stock to
which the Registration Statement relates will be, when issued and delivered,
validly and legally issued, fully paid and non-assessable under the laws of the
State of Delaware. As of January 19, 2006, Ms. Straka held 790 shares of Class B
Common Stock, par value $0.001 per share, of the Registrant and held exercisable
options to acquire approximately 380,989 shares of Class B Common Stock of the
Registrant and non-exercisable options to acquire approximately 23,767 shares of
Class B Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") allows a corporation to include in its certificate of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except in cases where the director breached his duty of
loyalty to the corporation or its stockholders, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of the law, willfully
or negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Amended and Restated Certificate of Incorporation (the
"CBS Charter") contains provisions that eliminate directors' personal liability,
in certain circumstances.
Pursuant to the CBS Charter and the Registrant's Amended and
Restated Bylaws (the "CBS Bylaws"), the Registrant shall indemnify any person
who was or is involved in or is threatened to be involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the Registrant, or is or was serving at the
request of the Registrant as a director, officer or employee (including a
trustee) of another corporation, partnership, joint venture, trust or other
enterprise (such person, an "indemnitee"), to the fullest extent authorized by
the DGCL, as the same exists or may hereafter be amended, against judgments,
fines, amounts paid in settlement and expenses (including attorneys' fees),
actually and reasonably incurred by him in connection with such action, suit or
proceeding. Notwithstanding the foregoing, except with respect to proceedings to
enforce rights to indemnification and advancement of expenses, the Registrant
shall indemnify an indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee, if and only if the Board of Directors of the
Registrant authorized the bringing of the action, suit or proceeding (or part
thereof) in advance of the commencement of the proceeding.
Pursuant to the CBS Charter and the CBS Bylaws, to the extent
that an indemnitee has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
The indemnification and advancement of expenses provided by,
or granted pursuant to, the indemnification provisions of the CBS Charter and
the CBS Bylaws shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any statute, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. Without limiting the foregoing, the
Registrant is authorized to enter into an agreement with any director, officer
or employee of the Registrant providing indemnification for such person against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement that result from any threatened, pending or completed action, suit,
or proceeding, whether civil, criminal, administrative or investigative,
including any action, suit or proceeding by or in the right of the Registrant,
that arises by reason of the fact that such person is or was a director, officer
or employee of the Registrant, or is or was serving at the request of the
II-2
Registrant as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, to the fullest extent
allowed by law, except that no such agreement shall provide for indemnification
for any actions that constitute fraud, actual dishonesty or willful misconduct.
The Registrant may purchase and maintain insurance on behalf
of any person who is or was a director, officer or employee of the Registrant,
or is or was serving at the request of the Registrant as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of the CBS Charter.
The Registrant has purchased certain liability insurance for
its officers and directors as permitted by Section 145(g) of the DGCL.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement;
(iii) to include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement
or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-3
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 24th day of
January, 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, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 24th day of January, 2006.
Signature Title
*
- -------------------------------- Director, President and
Leslie Moonves Chief Executive Officer
(Principal Executive Officer)
*
- -------------------------------- Executive Vice President
Fredric G. Reynolds and Chief Financial Officer
Principal Financial Officer)
/s/ Susan C. Gordon
- -------------------------------- Senior Vice President,
Susan C. Gordon Controller and
Chief Accounting Officer
(Principal Accounting
Officer)
*
-------------------------------- Director
David R. Andelman
*
-------------------------------- Director
Joseph A. Califano, Jr.
*
-------------------------------- Director
William S. Cohen
*
-------------------------------- Director
Philippe P. Dauman
*
-------------------------------- Vice Chair and Director
Shari Redstone
*
-------------------------------- Chairman and Director
Sumner M. Redstone
*
-------------------------------- Director
Robert D. Walter
*By: /s/ Angeline C. Straka
--------------------------------------
Angeline C. Straka, Attorney-in-Fact January 24, 2006
Exhibit Index
Exhibit No. Description of Document
4.1* Form of 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* Form of Amended and Restated Bylaws 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* Form of Merger Agreement (incorporated by reference to Exhibit
2.1 to the Registrant's Registration Statement on Form S-4 as
amended (File No. 333-128821) filed on November 23, 2005).
4.4* CBS Corporation 1993 Long-Term Incentive Plan (as amended as of
July 28, 1999) (incorporated by reference to Exhibit 10.16 to the
Quarterly Report on Form 10-Q of Infinity Broadcasting
Corporation for the quarter ended September 30, 1999 (File No.
001-14599)).
4.5* CBS Corporation 1991 Long-Term Incentive Plan (as amended as of
July 28, 1999) (incorporated by reference to Exhibit 10.15 to the
Quarterly Report on Form 10-Q of Infinity Broadcasting
Corporation for the quarter ended September 30, 1999 (File No.
001-14599)).
4.6* Infinity Broadcasting Corporation ("Infinity") Stock Plan for
Directors assumed by the Registrant after the merger with
Infinity (Effective as of February 24, 2000) (incorporated by
reference to Exhibit 10(aa)(ii) to the Annual Report on Form 10-K
of the Registrant for the fiscal year ended December 31, 2002
(File No. 001-09553)).
4.7* Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.5 to Form S-8 filed by
the Registrant February 21, 2001 (File No. 333-55346)).
4.8* Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
(incorporated by reference to Exhibit 4.4 to Form 10-K filed by
Infinity for the year ended December 31, 1999 (File No.
001-14599)).
4.9* Amended and Restated Infinity Broadcasting Corporation Stock
Option Plan (incorporated by reference to Exhibit 4.4 to CBS
Corporation's Registration Statement on Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 by CBS Corporation on January 2,
1997 (File No. 333-13219)).
4.10* Outdoor Systems, Inc. 1996 Omnibus Plan (incorporated by
reference to Exhibit 10.16 to Form S-1 filed by Outdoor Systems,
Inc. on February 22, 1996 (File No. 333-01582)).
4.11* 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)).
4.12* 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 March 31, 1999 (File No. 001-095531)).
4.13* 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 (File No. 001-09244)).
4.14* King World Productions, Inc. Stock Option Agreement with Oprah
Winfrey dated as of March 17, 1994 (incorporated by reference to
Exhibit 99.5 to the Schedule 13D filed by Oprah Winfrey and
Jeffrey D. Jacobs, with respect to King World Productions, Inc.
on December 21, 1995 (File No. 005-35700)).
4.15* King World Productions, Inc. Stock Option Agreement with Jeffrey
D. Jacobs dated as of March 17, 1994 (incorporated by reference
to Exhibit 99.6 to the Schedule 13D filed by Oprah Winfrey and
Jeffrey D. Jacobs, with respect to King World Productions, Inc.
on December 21, 1995 (File No. 005-35700)).
4.16* King World Productions, Inc. Stock Option Agreement with Oprah
Winfrey dated as of October 6, 1995 (incorporated by reference to
Exhibit 99.7 to the Schedule 13D filed by Oprah Winfrey and
Jeffrey D. Jacobs, with respect to King World Productions, Inc.
on December 21, 1995 (File No. 005-35700)).
4.17* King World Productions, Inc. Stock Option Agreement with Jeffrey
D. Jacobs dated as of October 6, 1995 (incorporated by reference
to Exhibit 99.8 to the Schedule 13D filed by Oprah Winfrey and
Jeffrey D. Jacobs, with respect to King World Productions, Inc.
on December 21, 1995 (File No. 005-35700)).
4.18* King World Productions, Inc. Stock Option Agreement with Oprah
Winfrey dated as of September 15, 1997 (incorporated by reference
to Exhibit 99.9 to the Schedule 13D, Amendment No. 2, filed by
Oprah Winfrey and Jeffrey D. Jacobs, with respect to King World
Productions, Inc. on October 27, 1997 (File No. 005-35700)).
4.19* King World Productions, Inc. Stock Option Agreement with Jeffrey
D. Jacobs dated as of September 15, 1997 (incorporated by
reference to Exhibit 99.10 to the Schedule 13D, Amendment No. 2,
filed by Oprah Winfrey and Jeffrey D. Jacobs, with respect to
King World Productions, Inc. on October 27, 1997 (File No.
005-35700)).
4.20* King World Productions, Inc. Stock Option Agreement with Oprah
Winfrey dated as of September 16, 1998 (incorporated by reference
to Exhibit 4.9 to Form S-8 filed by the Registrant August 20,
2003 (File No. 333-108105)).
4.21* King World Productions, Inc. Stock Option Agreement with Jeffrey
D. Jacobs dated as of September 16, 1998 (incorporated by
reference to Exhibit 4.10 to Form S-8 filed by the Registrant
August 20, 2003 (File No. 333-108105)).
4.22* King World Productions, Inc. Stock Option Agreement with Timothy
Bennett dated as of September 16, 1998 (incorporated by reference
to Exhibit 4.11 to Form S-8 filed by the Registrant August 20,
2003 (File No. 333-108105)).
4.23* King World Productions, Inc. Stock Option Agreement with Dianne
Hudson dated as of September 16, 1998 (incorporated by reference
to Exhibit 4.12 to Form S-8 filed by the Registrant August 20,
2003 (File No. 333-108105)).
4.24* King World Productions, Inc. Stock Option Agreement with Douglas
Pattison dated as of September 16, 1998 (incorporated by
reference to Exhibit 4.13 to Form S-8 filed by the Registrant
August 20, 2003 (File No. 333-108105)).
5.1** Opinion of Angeline C. Straka, Esq. as to the legality of the
securities being registered.
23.1** Consent of PricewaterhouseCoopers LLP.
23.2** Consent of Angeline C. Straka, Esq.
24** Powers of Attorney.
- ------------------
* Previously filed or incorporated by reference in this Registration
Statement.
** Filed herewith
EXHIBIT 5.1
January 24, 2006
CBS Corporation
51 West 52nd Street
New York, NY 10019
Dear Sirs:
I am the Senior Vice President, Deputy General Counsel and
Secretary of CBS Corporation, a Delaware corporation ("CBS"). I am delivering
this opinion in connection with the Registration Statement on Form S-8 (the
"Registration Statement") of CBS filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of 8,500,000 shares of CBS's Class B Common Stock, par value $0.001
per share (the "Shares"), to be issued and sold under the following plans (the
"Plans"): (i) CBS Corporation 1993 Long-Term Incentive Plan, (ii) CBS
Corporation 1991 Long-Term Incentive Plan, (iii) Infinity Broadcasting
Corporation Stock Plan for Directors, (iv) Infinity Broadcasting Corporation
1999 Long-Term Incentive Plan, (v) Infinity Broadcasting Corporation 1998
Long-Term Incentive Plan, (vi) Infinity Broadcasting Corporation Stock Option
Plan, (vii) Outdoor Systems, Inc. 1996 Omnibus Plan, (viii) King World
Salesforce Bonus Plan, (ix) King World Productions, Inc. and its Subsidiaries
1998 Stock Option and Restricted Stock Purchase Plan, (x) King World
Productions, Inc. 1996 Amended and Restated Stock Option and Restricted Stock
Purchase Plan, (xi) King World Productions, Inc. Stock Option Agreement with
Oprah Winfrey dated as of March 17, 1994, (xii) King World Productions, Inc.
Stock Option Agreement with Jeffrey D. Jacobs dated as of March 17, 1994, (xiii)
King World Productions, Inc. Stock Option Agreement with Oprah Winfrey dated as
of October 6, 1995, (xiv) King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of October 6, 1995, (xv) King World Productions,
Inc. Stock Option Agreement with Oprah Winfrey dated as of September 15, 1997,
(xvi) King World Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs
dated as of September 15, 1997, (xvii) King World Productions, Inc. Stock Option
Agreement with Oprah Winfrey dated as of September 16, 1998, (xviii) King World
Productions, Inc. Stock Option Agreement with Jeffrey D. Jacobs dated as of
September 16, 1998, (xix) King World Productions, Inc. Stock Option Agreement
with Timothy Bennett dated as of September 16, 1998, (xx) King World
Productions, Inc. Stock Option Agreement with Dianne Hudson dated as of
September 16, 1998, and (xxi) King World Productions, Inc. Stock Option
Agreement with Douglas Pattison dated as of September 16, 1998.
In connection with the foregoing, I or members of my legal
staff (my "Staff") have examined the Registration Statement, the Plans, and the
originals, or copies certified to my or my Staff's satisfaction, of such
records, documents, certificates and other instruments as I or my Staff have
deemed necessary or appropriate to enable me to render the opinion expressed
below. As to questions of fact material to the opinion expressed below, I or my
Staff have, when relevant facts were not independently established by me or
them, relied upon certificates of officers of CBS or other evidence
satisfactory to me or my Staff. In all such examinations, I or my Staff have
assumed the genuineness of all signatures on original and certified documents,
the legal capacity of all natural persons, the authenticity of all documents
submitted to me or my Staff as original documents and the conformity to original
or certified documents submitted to me or my Staff as copies.
I am a member of the bar of the State of New York and the
opinion expressed herein is limited to matters controlled by the laws of the
State of New York and the General Corporation Law of the State of Delaware.
Based upon the foregoing, it is my opinion that the Shares
have been duly authorized by CBS and, when issued and delivered by CBS in
accordance with the terms of the Plans, the Shares will be validly and
legally issued, fully paid and non-assessable under the laws of the State of
Delaware.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Angeline C. Straka
--------------------------
Angeline C. Straka
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of CBS Corporation (previously known as Viacom Inc.) of
our report dated March 15, 2005, except for Notes 2 and 14, as to which the date
is November 18, 2005, relating to the financial statements, financial statement
schedule, management's assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting, which appears in the Current Report on Form 8-K of Viacom Inc. dated
November 18, 2005.
/s/ PricewaterhouseCoopers LLP
--------------------------------
PricewaterhouseCoopers LLP
New York, New York
January 24, 2006
EXHIBIT 24
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and
officer of CBS CORPORATION hereby constitutes and appoints Louis J. Briskman and
Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the relevant plans of the Company set forth on Annex A and in connection
with the separation of Viacom Inc. into CBS Corporation and new Viacom Inc.;
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that the said attorney-in-fact and agent,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day
of January, 2006.
Sign: /s/ Leslie Moonves
----------------------------
Print Name: Leslie Moonves
----------------------
CBS CORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned officer of CBS
CORPORATION hereby constitutes and appoints Louis J. Briskman and Angeline C.
Straka, and each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign (a) post-effective
amendments to the registration statements on Form S-8 listed on Annex A and any
and all amendments and subsequent post-effective amendments to such registration
statements, and (b) registration statements on Form S-8 (including a
post-effective amendment on Form S-8 to Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-128821)), and any amendments or supplements
thereto, relating to the issuance of shares of CBS Class B Common Stock, par
value $0.001 per share, under the relevant plans of the Company set forth on
Annex A and in connection with the separation of Viacom Inc. into CBS
Corporation and new Viacom Inc.; granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully for all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 13th day of
January, 2006.
Sign: /s/ Fredric G. Reynolds
----------------------------
Print Name: Fredric G. Reynolds
---------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ David R. Andelman
-----------------------------
Print Name: David R. Andelman
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Joseph A. Califano, Jr.
-----------------------------
Print Name: Joseph A. Califano, Jr.
-----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ William S. Cohen
-----------------------------
Print Name: William S. Cohen
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Philippe P. Dauman
-----------------------------
Print Name: Philippe P. Dauman
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Shari Redstone
-----------------------------
Print Name: Shari Redstone
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Sumner M. Redstone
-----------------------------
Print Name: Sumner M. Redstone
----------------------
VIACOM INC.
(to be renamed CBS Corporation)
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director of VIACOM
INC. (to be renamed CBS Corporation), hereby constitutes and appoints Louis J.
Briskman and Angeline C. Straka, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign (a) post-effective amendments to the registration statements
on Form S-8 listed on Annex A and any and all amendments and subsequent
post-effective amendments to such registration statements, and (b) registration
statements on Form S-8 (including a post-effective amendment on Form S-8 to
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-128821)), and any amendments or supplements thereto, relating to the
issuance of shares of CBS Class B Common Stock, par value $0.001 per share,
under the plans of the Company set forth on Annex A and in connection with the
transactions contemplated by the separation of Viacom Inc. into CBS Corporation
and new Viacom Inc.; granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the said
attorney-in-fact and agent, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed my name this 20th day of
December, 2005.
Sign: /s/ Robert D. Walter
------------------------------
Print Name: Robert D. Walter
----------------------
- ----------------------- --------------------------------------------------------
Filing Number and Date Plans Covered
- ----------------------- --------------------------------------------------------
333-124172 |X| Viacom Inc. 2004 Long-Term Management Incentive Plan
4/19/2005
- ----------------------- --------------------------------------------------------
333-108105 |X| 1993 CBS Corporation Long-Term Incentive Plan
8/20/2003 |X| Infinity Broadcasting Corporation 1998 Long-Term
Incentive Plan
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of March 17, 1994
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of March 17, 1994
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of October 6, 1995
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of October 6, 1995
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of September 15, 1997
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as of September 15,
1997
|X| King World Productions, Inc. Stock Option Agreement
with Oprah Winfrey dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Jeffrey D. Jacobs dated as f September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Timothy Bennett dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Dianne Hudson dated as of September 16, 1998
|X| King World Productions, Inc. Stock Option Agreement
with Douglas Pattison dated as of September 16, 1998
- ----------------------- --------------------------------------------------------
333-82422 |X| Viacom 401(k) Plan
2/8/2002 |X| The Westinghouse Savings Program
- ----------------------- --------------------------------------------------------
333-75752 |X| The Viacom Excess 401(k) Plan
12/21/2001
- ----------------------- --------------------------------------------------------
- ----------------------- --------------------------------------------------------
Filing Number and Date Plans Covered
- ----------------------- --------------------------------------------------------
333-55346 |X| Viacom Inc. 2000 Long-Term Management Incentive Plan
2/9/2001 |X| Viacom Inc. 1997 Long-Term Management Incentive Plan
|X| Viacom Inc. 2000 Stock Option Plan for Outside
Directors
|X| Post Effective Amendment (filed 2/21/2001)
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Union Employees'
401(k) Plan
|X| Outdoor Systems, Inc. 401(k) Plan
|X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Stock Plan for
Directors
|X| Infinity Broadcasting Corporation 1998 Long-Term
Incentive Plan
|X| Infinity Broadcasting Corporation 1999 Long-Term
Incentive Plan
|X| Outdoor Systems, Inc. 1996 Omnibus Plan
- ----------------------- --------------------------------------------------------
333-88613 |X| The Westinghouse Savings Program
5/5/2000 |X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Employees'
401(k) Union Plan
|X| Amended and Restated Infinity Broadcasting
Corporation Stock Option Plan
|X| King World 1998 Stock Option and Restricted Stock
Purchase Plan
|X| King World 1996 Amended and Restated Stock Option
and Restricted Stock Purchase Plan
|X| King World Salesforce Bonus Plan
|X| CBS Corporation Deferred Compensation and Stock
Plan for Directors
|X| CBS 1991 Long-Term Incentive Plan
|X| CBS 1993 Long-Term Incentive Plan
|X| Westinghouse 1984 Long-Term Incentive Plan
- ----------------------- --------------------------------------------------------
333-36440 |X| The Westinghouse Savings Program
5/5/2000 |X| CBS Employee Investment Fund
|X| Infinity Broadcasting Corporation Employees'
401(k) Plan
|X| Infinity Broadcasting Corporation Employees'
401(k) Union Plan
|X| CBS Corporation Deferred Compensation and Stock
Plan for Directors
|X| CBS 1991 Long-Term Incentive Plan
|X| CBS 1993 Long-Term Incentive Plan
- ----------------------- --------------------------------------------------------
333-34125 |X| Viacom Inc. 1997 Long-Term Management Incentive Plan
8/22/1997
- ----------------------- --------------------------------------------------------
033-59141 |X| Viacom Inc. 1994 Long-Term Management Incentive Plan
5/5/1995 |X| Viacom Inc. Stock Option Plan for Outside Directors
|X| Viacom Inc. 1994 Stock Option Plan for Outside
Directors
- ----------------------- --------------------------------------------------------