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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

______________________

VIACOMCBS INC.

(Exact name of registrant as specified in its charter)

Delaware	04-2949533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1515 Broadway, New York, New York	10036
(Address of Principal Executive Offices)	(Zip Code)

______________________

ViacomCBS Inc. 2009 Long-Term Incentive Plan

(Full title of the plan)

______________________

Christa A. D’Alimonte

Executive Vice President, General Counsel and Secretary

ViacomCBS 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)

______________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Class B Common Stock, par value $0.001 per share	5,000,000 shares	$38.76	$193,800,000.00	$21,143.58

	(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of additional shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of ViacomCBS Inc. (“ViacomCBS,” the “Company” or the “registrant”), which may be issued to prevent dilution resulting from adjustments as a result of stock splits, stock dividends or similar transactions.
	(2)	Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share is based on the average of the high and low prices of the Class B Common Stock on the NASDAQ consolidated reporting system on August 4, 2021 and is estimated solely for purposes of calculating the registration fee.

EXPLANATORY NOTE

This Registration Statement has been filed for the purpose of registering an additional 5,000,000 shares of Class B Common Stock (“Common Shares”) that may be offered or sold to the participants in the ViacomCBS Inc. 2009 Long-Term Incentive Plan (f/k/a the CBS Corporation 2009 Long-Term Incentive Plan). The Common Shares are in addition to the Common Shares previously registered for issuance on the registrant’s Registration Statements on Form S-8 filed with the Commission on January 20, 2010 and August 28, 2014 (Reg. No. 333-164441 and Reg. No. 333-198455, respectively (the latter, the “2014 Statement”)). Pursuant to General Instruction E to Form S-8, the contents of the 2014 Statement are incorporated by reference herein and made a part of this Registration Statement, except as presented below in Part II, Item 8. Exhibits.

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

3.1

Amended and Restated Certificate of Incorporation of ViacomCBS Inc., effective as of December 4, 2019 (incorporated by reference to Exhibit 3.1 to ViacomCBS’s Current Report on Form 8-K filed on December 4, 2019).

	3.2	Amended and Restated Bylaws of ViacomCBS Inc., effective as of February 22, 2021 (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K filed on February 24, 2021).
	4.1	ViacomCBS Inc. 2009 Long-Term Incentive Plan (effective February 21, 2008, as amended and restated May 23, 2013 and May 25, 2021) (incorporated by reference to Annex A to the Registrant’s Proxy Statement dated April 2, 2021).

	5.1	Opinion of Shearman & Sterling LLP.*

	23.1	Consent of PricewaterhouseCoopers LLP, Independent Public Registered Accounting Firm for ViacomCBS Inc.*

	23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).*

	24.1	Power of Attorney.*

	* Filed herewith

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 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 August 9, 2021.

	VIACOMCBS INC.

	By:		/s/ Christa A. D’Alimonte
			Name: Christa A. D’Alimonte
			Title: Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

Principal Executive Officer
/s/ Robert M. Bakish	President, Chief Executive Officer and Director	August 9, 2021
Robert M. Bakish

Principal Financial and Accounting Officers
/s/ Naveen Chopra	Executive Vice President, Chief Financial Officer	August 9, 2021
Naveen Chopra
/s/ Katherine M. Gill-Charest	Executive Vice President, Controller & Chief Accounting Officer	August 9, 2021
Katherine M. Gill-Charest

Directors
*	Director	August 9, 2021
Candace K. Beinecke
*	Director	August 9, 2021
Barbara M. Byrne
*	Director	August 9, 2021
Brian Goldner
*	Director	August 9, 2021
Linda M. Griego
*	Director	August 9, 2021
Robert N. Klieger
*	Director	August 9, 2021
Judith A. McHale

*	Director	August 9, 2021
Ronald L. Nelson
*	Director	August 9, 2021
Charles E. Phillips, Jr.
*	Non-executive Chair of the Board of Directors	August 9, 2021
Shari E. Redstone
*	Director	August 9, 2021
Susan Schuman
*	Director	August 9, 2021
Nicole Seligman
*	Director	August 9, 2021
Frederick O. Terrell

*By:		/s/ Christa A. D’Alimonte
		Christa A. D’Alimonte
		Attorney-in-Fact

599 Lexington Avenue
New York, NY 10022-6069

+1.212.848.4000

Exhibit 5.1

August 9, 2021

ViacomCBS Inc.
1515 Broadway
New York, NY 10036

Ladies and Gentlemen:

We are acting as counsel for ViacomCBS, Inc., a Delaware corporation (the “Company”), in connection with preparation and filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to registration of 5,000,000 shares of the Company’s Class B common stock, par value $0.001 per share (the “Shares”), that may be issued under the ViacomCBS 2009 Long-Term Incentive Plan, as amended and restated (the “Plan”).

In connection with the foregoing, we have reviewed originals or copies identified to our satisfaction of the following documents:

(a)

The Registration Statement;

(b)

The certificate of incorporation and by-laws of the Company, in each case as amended to date; and

(c)

Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with originals of all documents submitted to us as copies.

Our opinion set forth below is based on the text of the Plan as referenced in the Exhibit Index to the Registration Statement.

Our opinion expressed below is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other law.

Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that authorized but not previously issued Shares which may be delivered under the Plan have been duly authorized by the Company and, when (a) issued and delivered by the Company in accordance with the terms of the Plan and (b) paid in full in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the General Rules and Regulations of the Commission promulgated thereunder.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose without our prior written consent.

Very truly yours,

/s/ Shearman & Sterling LLP

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 ViacomCBS Inc. of our report dated February 24, 2021, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in ViacomCBS Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ PricewaterhouseCoopers LLP

New York, New York

August 9, 2021

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes and appoints Christa A. D’Alimonte as attorney-in-fact, with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 (the “Registration Statement”) currently contemplated to be filed on August 6, 2021, and any and all amendments (including post-effective amendments) to the Registration Statement and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, 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 in and about the premises, as fully to all intents and purposes she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of August, 2021.

/s/ Candace K. Beinecke

Name: Candace K. Beinecke

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of August, 2021.

/s/ Barbara M. Byrne

Name: Barbara M. Byrne

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7^th day of August, 2021.

/s/ Brian Goldner

Name: Brian Goldner

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of August, 2021.

/s/ Linda M. Griego

Name: Linda M. Griego

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5^th day of August, 2021.

/s/ Robert N. Klieger

Name: Robert N. Klieger

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of August, 2021.

/s/ Judith A. McHale

Name: Judith A. McHale

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of August, 2021.

/s/ Ronald L. Nelson

Name: Ronald L. Nelson

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3^rd day of August, 2021.

/s/ Charles E. Phillips, Jr.

Name: Charles E. Phillips, Jr.

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of August, 2021.

/s/ Shari E. Redstone

Name: Shari E. Redstone

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of August, 2021.

/s/ Susan Schuman

Name: Susan Schuman

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of August, 2021.

/s/ Nicole Seligman

Name: Nicole Seligman

Exhibit 24.1

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of August, 2021.

/s/ Frederick O. Terrell

Name: Frederick O. Terrell