As filed with the Securities and Exchange Commission
on November 15, 1999
Registration No. 333-84761
============================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------------
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
- ------------------------------------------------------------
CBS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 25-0877540
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
-----------------------------------------------------------
51 WEST 52nd STREET
NEW YORK, NY 10019
(212) 975-4321
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal
Executive Offices)
==========================================
THE KING WORLD PRODUCTIONS, INC. 1998
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN;
THE KING WORLD PRODUCTIONS, INC. 1996 AMENDED AND RESTATED
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN;
THE KING WORLD PRODUCTIONS, INC. SALESFORCE BONUS PLAN
(Full Title of Plan)
- ------------------------------------------------------------
ANGELINE C. STRAKA
VICE PRESIDENT, SECRETARY AND DEPUTY GENERAL COUNSEL
CBS CORPORATION
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 975-4321
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of
Agent For Service)
- ------------------------------------------------------------
*Filed as a Post-Effective Amendment on Form S-8 to such
Form S-4 Registration Statement (No. 333-84761) pursuant to
the procedure described in this Amendment. See
"Introductory Statement".
============================================================
<PAGE>
INTRODUCTORY STATEMENT
CBS Corporation, a Pennsylvania corporation, amends its
registration statement on Form S-4 (No. 333-84761) by filing
this Post-Effective Amendment No. 2 on Form S-8 relating to
the sale of up to 8,557,004 hares of common stock of CBS
issuable upon the exercise of stock options granted under
the following King World Productions, Inc. stock option
plans:
* The King World Productions, Inc. 1998 Stock
Option and Restricted Stock Purchase Plan
* The King World Productions, Inc. 1996 Amended
and Restated Stock Option and Restricted
Stock Purchase Plan
* The King World Productions, Inc. Salesforce
Bonus Plan
On November 15, 1999, King World merged with and into
K Acquisition Corp., a wholly-owned subsidiary of CBS, with
K Acquisition being the surviving corporation in the Merger
and changing its name to King World Productions, Inc. As a
result of the Merger, King World became a wholly-owned
subsidiary of CBS and each outstanding share of King World
common stock, with certain exceptions, was converted into
0.81 shares of CBS common stock. In addition, as a result
of the Merger, CBS has assumed King World's obligations
under the outstanding stock options granted under the King
World stock option plans listed above and each such stock
option is no longer exercisable for shares of King World
common stock, but rather allows the holder to acquire, on
the same terms and conditions as before the Merger, shares
of CBS common stock adjusted to reflect the exchange ratio
that was applied in the Merger. Based on this adjustment,
King World stock options became options for a number of
shares of CBS common stock equal to the number of shares of
King World common stock for which such King World stock
option was exercisable, multiplied by 0.81, rounded, in the
case of any King World stock option other than an "incentive
stock option," up, and, in the case of any incentive stock
option, down, to the nearest whole share, if necessary. The
exercise price per share of CBS common stock under such
stock options is equal to the exercise price immediately
prior to the Merger divided by 0.81, the exchange ratio,
rounded to the nearest cent, if necessary. Pursuant to
their terms, King World stock options held by non-employee
directors of King World immediately prior to the Merger
became immediately exercisable upon the consummation of the
Merger.
The designation of this Post-Effective Amendment as
Registration No. 333-84761 denotes that the Post-Effective
Amendment relates only to the shares of CBS common stock
issuable on the exercise of stock options under the King
World stock option plans described above and that this is
the first post-effective amendment to the Form S-4 filed
with respect to those shares.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, each as filed with the
Securities and Exchange Commission, are incorporated as of
their respective dates in this Registration Statement by
reference:
* CBS's Annual Report on Form 10-K, as amended
by Form 10-K/A, for the year ended December
31, 1998
* All other reports filed by CBS pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934 since December 31, 1998
* The description of risk factors and unaudited pro
forma financial information relating to the Viacom
Inc./CBS transactions contained in the Preliminary
Joint Proxy Statement dated October 7, 1999 filed
with the SEC by CBS in connection with the pending
Viacom/CBS merger
* The description of CBS common stock contained in
CBS's registration statement on Form 10 dated May
15, 1935 as amended or updated pursuant to the
Exchange Act
References within this document to:
* the Form 10-K for the year ended December 31,
1998, refer to that Form 10-K as amended by
the Form 10-K/A, and
* the Form 10-Q for the quarter ended March 31,
1999, refer to Form 10-Q as amended by the
Form 10-Q/A.
All reports and other documents subsequently filed by CBS
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates
either that all securities offered by this Registration
Statement have been sold or which deregisters all of the
securities under this Registration Statement then remaining
unsold, will be deemed to be incorporated by reference in
this Registration Statement and to be a part of this
Registration Statement from the respective date of filing of
each of those documents. Any statement contained in this
Registration Statement or a document incorporated or deemed
to be incorporated by reference in this Registration
Statement will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any
other subsequently filed document which also is or is deemed
to be incorporated by reference in this Registration
Statement modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of November 9, 1999, Angeline C. Straka, Vice
President, Secretary and Deputy General Counsel of CBS, who
has provided an opinion as to the legality of the securities
being registered under this Post-Effective Amendment to the
Registration Statement, beneficially owned 91,547 shares of
CBS common stock, including 91,107 shares issuable on
exercise of stock options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CBS is incorporated under the laws of the
Commonwealth of Pennsylvania.
Section 1741 of the Pennsylvania Business
Corporation Law empowers a Pennsylvania corporation to
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal,
administrative or investigative; other than an action by or
in the right of the corporation, by reason of the fact that
such person is or was a representative of the corporation or
is or was serving at the request of the corporation as a
representative of another corporation or enterprise, against
expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action or proceeding,
if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Section 1742 of the PBCL
empowers a corporation to indemnify any person who was or is
a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a
representative of the corporation or is or was serving at
the request of the corporation as a representative of
another corporation or enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred
by him or her in connection with the defense or settlement
of the action if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, provided
that indemnification will not be made in respect of any
claim, issue or matter as to which such person has been
adjudged to be liable to the corporation unless there is a
judicial determination that in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Section 1743 of the PBCL provides that to the
extent that a representative of a corporation has been
successful on the merits or otherwise in defense of any
action or proceeding, or in defense of any claim, issue or
matter in such action or proceeding, he or she will be
indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection
with such action or proceeding.
Section 1745 of the PBCL provides that expenses,
including attorneys' fees, incurred in defending an action
or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding on
receipt of an undertaking by or on behalf of the
representative to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified
by the corporation.
Section 1746 of the PBCL provides that the
indemnification and advancement of expenses provided by, or
granted pursuant to, the other sections of the PBCL will not
be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise. However, Section
1746 also provides that such indemnification will not be
made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
CBS provides for indemnification of its directors
and officers pursuant to Article ELEVEN of its Restated
Articles of Incorporation and Article XVII(B) of its Bylaws.
Article ELEVEN of CBS's Restated Articles of Incorporation
and Article XVII(B) of CBS's Bylaws provide in effect that,
with respect to actions or proceedings based on acts or
omissions on or after January 27, 1987, and unless
prohibited by applicable law, CBS will indemnify directors
and officers against all expenses, including attorney's
fees, judgments, fines and amounts paid in settlement
incurred in connection with any such actions or proceedings,
subject to certain limitations in the case of actions by
such persons against CBS. Under Article XVII(B), CBS will
also advance amounts to any director or officer during the
pendency of any such actions or proceedings against expenses
incurred in connection with such actions or proceedings,
provided that, if required by law, CBS receives an
undertaking to repay such amount if it is ultimately
determined that such person is not entitled to be
indemnified under such Article. The indemnification
provided for in such Articles is in addition to any rights
to which any director or officer may otherwise be entitled.
Article XVII(B) of CBS's Bylaws provides that the right of a
director or officer to such indemnification and advancement
of expenses will be a contract right and further provides
procedures for the enforcement of such right.
As authorized by Article ELEVEN of its Restated
Articles of Incorporation, CBS has purchased directors' and
officers' liability insurance policies indemnifying its
directors and officers and the directors and officers of its
subsidiaries against claims and liabilities, with stated
exceptions, to which they may become subject by reason of
their positions with CBS or its subsidiaries as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
- -------
Number Description
- ----- ------------
4.1 The Restated Articles of Incorporation of CBS, as
amended to October 27, 1999, are incorporated by
reference to Exhibit 3(b) to Form 10-Q for the
quarter ended September 30, 1999.
4.2 The Bylaws of CBS, as amended to May 4, 1999, are
incorporated by reference to Exhibit 3(b) to Form
10-Q for the quarter ended June 30, 1999.
4.3 The CBS Rights Agreement is incorporated by
reference to Exhibit 1 to Form 8-A filed with the
SEC on January 9, 1996.
4.4 The King World 1998 Stock Option and Restricted
Stock Purchase Plan is incorporated by reference
to Exhibit 10.1 to the King World Quarterly Report
on Form 10-Q for the fiscal term ended March 30,
1999.
4.5 The King World 1996 Amended and Restated Stock
Option and Restricted Stock Purchase Plan is
incorporated by reference to Exhibit 10.11 to the
King World Annual Report on Form 10-K for the
fiscal year ended August 31, 1997.
4.6 The King World Salesforce Bonus Plan is incorporated by
reference to Exhibit 10.2 to Post-Effective Amendment No. 1
to the King World Registration Statement No. 333-11363 on
Form S-8 filed with the SEC on April 22, 1997.
4.7 Agreement and Plan of Merger, dated as of March 31, 1999, by
and among King World Productions, Inc., the Company and K
Acquisition Corp. is incorporated by reference to Exhibit 2.1
to the report on Form 8-K of King World Productions, Inc.
filed with the SEC on April 1, 1999.
4.8 Amendment No. 1, dated as of September 8, 1999, to Agreement
and Plan of Merger, dated as of March 31, 1999, by and among
King World Productions, Inc., the Company and K Acquisition
Corp. is incorporated by reference to Exhibit 2.1 to the
report on Form 8-K filed with the SEC on September 15, 1999.
*5.1 Opinion of Angeline C. Straka, Vice President, Secretary and Deputy
General Counsel of CBS, as to the legality of the securities being
registered.
*23.1 Consent of KPMG LLP, Independent Public Accountants.
*23.2 Consent of Counsel to CBS Corporation (included in Exhibit 5.1
hereto).
**24.1 Powers of Attorney.
- ------------------------------
* Filed herewith.
** Previously filed.
ITEM 9. UNDERTAKINGS.
(a) CBS hereby undertakes:
* to file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration Statement
or any material change to such information in the
registration statement;
* that, for the purpose of determining any liability
under the Securities Act of 1933, 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;
* 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;
* that, for purposes of determining any liability under
the Securities Act of 1933, each filing of CBS's annual
report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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;
and
* insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of CBS
pursuant to the foregoing provisions, or otherwise, CBS
has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such
liabilities, other than the payment by CBS of expenses
incurred or paid by a director, officer or controlling
person of CBS 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, CBS 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 of 1933 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Act, CBS 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
the 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 November 15, 1999.
CBS CORPORATION
By: /s/ Angeline C. Straka
-------------------------
Name: Angeline C. Straka
Title: Vice President & Secretary
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 2 to the
Registration Statement has been signed by the following
persons in the capacities indicated as of the date set forth
above.
SIGNATURE TITLE
* Director
_____________________________
(George H. Conrades)
* Director
_____________________________
(Martin C. Dickinson)
* Director
_____________________________
(William H. Gray III)
* President and Chief Executive
_____________________________ Officer and Director
(Mel Karmazin) (principal executive officer)
* Director
_____________________________
(Jan Leschly)
* President and Chief Executive
_____________________________ Officer, CBS Television, and
(Leslie Moonves) Director
* Chairman and Director
_____________________________
(David T. McLaughlin)
* Director
_____________________________
(Richard R. Pivirotto)
* Director
_____________________________
(Raymond W. Smith)
* Director
_____________________________
(Dr. Paula Stern)
* Director
_____________________________
(Robert D. Walter)
* Executive Vice President and
_____________________________ Chief Financial Officer
(Fredric G. Reynolds) (principal financial officer)
* Vice President and Controller
_____________________________ (principal accounting
(Robert G. Freedline) officer)
*By: /s/ Angeline C. Straka
-----------------------
Angeline C. Straka
Attorney-in-fact
<PAGE>
Exhibit
- -------
Number Description
- ------- ------------
4.1 The Restated Articles of Incorporation of CBS, as
amended to October 27, 1999, are incorporated by
reference to Exhibit 3(b) to Form 10-Q for the
quarter ended September 30, 1999.
4.2 The Bylaws of CBS, as amended to May 4,, 1999, are
incorporated by reference to Exhibit 3(b) to Form
10-Q for the quarter ended June 30, 1999.
4.3 The CBS Rights Agreement is incorporated by
reference to Exhibit 1 to Form 8-A filed with the
SEC on January 9, 1996.
4.4 The King World 1998 Stock Option and Restricted
Stock Purchase Plan is incorporated by reference
to Exhibit 10.1 to the King World Quarterly Report
on Form 10-Q for the fiscal term ended March 30,
1999.
4.5 The King World 1996 Amended and Restated Stock
Option and Restricted Stock Purchase Plan is
incorporated by reference to Exhibit 10.11 to the
King World Annual Report on Form 10-K for the
fiscal year ended August 31, 1997.
4.6 The King World Salesforce Bonus Plan is incorporated by
reference to Exhibit 10.2 to Post-Effective Amendment No. 1
to the King World Registration Statement No. 333-11363 on
Form S-8 filed with the SEC on April 22, 1997.
4.7 Agreement and Plan of Merger, dated as of March 31,
1999, by and among King World Productions, Inc., the Company
and K Acquisition Corp. is incorporated by reference to
Exhibit 2.1 to the report on Form 8-K of King World
Productions, Inc. filed with the SEC on April 1, 1999.
4.8 Amendment No. 1, dated as of September 8, 1999, to
Agreement and Plan of Merger, dated as of March 31, 1999, by
and among King World Productions, Inc., the Company and K
Acquisition Corp. is incorporated by reference to Exhibit
2.1 to the report on Form 8-K filed with the SEC on
September 15, 1999.
*5.1 Opinion of Angeline C. Straka, Vice President, Secretary
and Deputy General Counsel of CBS, as to the legality
of the securities being registered.
*23.1 Consent of KPMG LLP, Independent Public Accountants.
*23.2 Consent of Counsel to CBS Corporation
(included in Exhibit 5.1 hereto).
**24.1 Powers of Attorney.
- ------------------------------
* Filed herewith.
** Previously filed.
EXHIBIT 5.1 and EXHIBIT 23.2
[CBS Letterhead]
November 15, 1999
CBS Corporation
51 West 52nd Street
New York, N.Y. 10019
Ladies and Gentlemen:
At the request of CBS Corporation, I am furnishing
this opinion to CBS for filing with the Securities and
Exchange Commission as Exhibit 5.1 to Post-Effective
Amendment No. 2 on Form S-8 to be filed by CBS to its
Registration Statement No. 333-84761 on Form S-4 under the
Securities Act of 1933, as amended.
I have examined, either personally or indirectly
through lawyers who report to me or through other counsel,
originals or copies (certified or otherwise identified to my
satisfaction) of the Agreement and Plan of Merger, as
amended, among CBS, King World Productions, Inc., and K
Acquisition Corp. (the "Merger Agreement"), the Restated
Articles of Incorporation and Bylaws of CBS, and such other
corporate records, agreements, documents and other
instruments, and such certificates or comparable documents
of public officials and of officers and representatives of
CBS, and have made such inquiries of such officers and
representatives, as I have deemed relevant and necessary as
the basis for the opinions set forth in this letter.
In such examination, I have assumed the
genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted
to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of
such latter documents. As to all questions of fact material
to these opinions that have not been independently
established, I have relied upon certificates or comparable
documents of officers and representatives of CBS and upon
the representations and warranties of CBS contained in the
Merger Agreement.
Based on the foregoing and subject to the
qualifications stated herein, I am of the opinion that the
shares of CBS Common Stock to be issued by CBS as
contemplated by the Registration Statement upon the
exercise, in accordance with their terms and the terms of
the following King World plans, of stock options assumed by
CBS pursuant to the Merger Agreement have been duly
authorized and, when issued against payment of the exercise
price therefor as applicable, will be validly issued, fully
paid and nonassessable: (1) The King World Productions,
Inc. 1998 Stock Option and Restricted Stock Purchase Plan;
(2) The King World Productions, Inc. 1996 Amended and
Restated Stock Option and Restricted Stock Purchase Plan;
and (3) The King World Productions, Inc. Salesforce Bonus
Plan.
I express no opinion with respect to the laws of
any jurisdiction other than the corporate laws of the
Commonwealth of Pennsylvania and the federal securities laws
of the United States.
I hereby consent to the use of this opinion letter
as an exhibit to the Post-Effective Amendment No. 2 to the
Registration Statement and to the references to me in Item
5, Part II of such Registration Statement.
Very truly yours,
/s/ Angeline C. Straka
Angeline C. Straka
Vice President and Secretary
EXHIBIT 23.1
[KPMG Letterhead]
CONSENT OF INDEPENDENT AUDITORS
--------------------------------
We consent to the use of our reports dated January 27, 1999
appearing on page 21 of CBS Corporation's Form 10K/A and
page 55 of CBS Corporation's Form 10-K for the year ended
December 31, 1998, incorporated by reference in this
registration statement.
/s/ KPMG LLP
New York, New York
November 15, 1999
