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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d - 101)
Under the Securities Exchange Act of 1934
Switchboard Incorporated
------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
871045-10-0
-----------
(CUSIP Number)
Angeline C. Straka
Vice President, Secretary & Deputy General Counsel
CBS Corporation
51 West 52nd Street
New York, New York 10019
(212) 975-3335
========================================================================
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 2, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 089144109
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of
Above Person
CBS Corporation
I.R.S. Identification No. 25-0877540
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds
00
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization Pennsylvania
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Number of (7) Sole Voting Power 8,555,498
Shares Bene-
ficially ----------------------------------------------------------------
Owned by (8) Shared Voting Power None
Each Report-
ing Person ----------------------------------------------------------------
With (9) Sole Dispositive Power 8,555,498
----------------------------------------------------------------
(10) Shared Dispositive Power None
----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,555,498
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 36% (See
response to Item 5)
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(14) Type of Reporting Person CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share of
Switchboard Incorporated ("Issuer"), a Massachusetts corporation whose principal
executive office is located at 115 Flanders Road, Westboro, Massachusetts 01581.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is CBS Corporation ("CBS"), a Pennsylvania
corporation whose principal office is located at 51 West 52nd Street, New York,
New York 10019.
CBS conducts its business directly and through various subsidiaries. The
operations of CBS and its subsidiaries principally relate to television and
radio broadcasting, cable programming and outdoor advertising.
During the last five years, neither CBS nor, to the knowledge of CBS, any
executive officer or director of CBS, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The attached Schedule I is a list of the directors and executive officers of CBS
that contains the following information with respect to each such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted.
Except for Jan Leschly, who is a Danish citizen, each person identified on
Schedule 1 hereto is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 30, 1999, CBS acquired 7,468,560 shares of common stock of the Issuer
(the "Common Stock"), a warrant (the "Warrant") for an additional 1,066,937
shares of Common Stock (the "Warrant Shares") and one share of Series E Special
Voting Preferred Stock (the "Preferred Share") pursuant to a Common Stock and
Warrant Purchase Agreement dated June 1, 1999, entered into by and among Issuer,
CBS and Banyan Systems Incorporated ("Banyan"), the parent of Issuer (the
"Purchase Agreement"). As more fully described in response to Item 4, in
exchange for the Common Stock, the Warrant and the Preferred Share, CBS paid
$5.0 million in cash and will, over a seven year period, provide advertising and
promotion of the internet
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website maintained by Issuer which is accessed via the URL www.switchboard.com
(collectively the "Switchboard Site"). The Warrant is exercisable from the date
Switchboard completes its initial public offering ("IPO") until the second
anniversary of such offering. On March 2, 2000, Issuer completed its IPO. The
exercise price of the Warrant is $1.00 per share. In the IPO, CBS acquired an
additional 20,000 shares of Common Stock at a price per share of $15.00. The
funds for the Common Stock and the Warrant Shares (in the event of an exercise
of the Warrant) came from or, it is currently anticipated, will come from
general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction is to purchase Common Stock of the Issuer in the
amount set forth in Item 3, above, to acquire a Warrant for the purchase of the
Warrant Shares in the amount set forth in Item 3, above, and to acquire the
Preferred Share in the amount set forth in Item 3, above, in exchange for
advertising and promotion, cash and a license to use the "CBS" trademark and
"eye" device.
The Purchase Agreement provides that in exchange for the Common Stock, the
Warrant and the Preferred Share, CBS will provide (1) advertising and promotion
of the Switchboard Site pursuant to an Advertising and Promotion Agreement
between CBS and Issuer (the "Advertising Agreement"); (2) a license to use the
"CBS" trademark and "eye" device together with the Switchboard mark to identify,
market and promote the Switchboard Site pursuant to a license agreement
("License Agreement") between CBS and Issuer (the "License"); and (3) $5.3
million in cash. The Warrant may be exercised, in whole or in part, at any time
prior to the second anniversary of the Issuer's IPO, which was March 2, 2000.
The Preferred Share entitles CBS to elect that number of members to the Issuer's
board of directors, rounded down to the nearest whole number, as equals CBS'
fully diluted ownership percentage of Common Stock. Currently, this means that
CBS can currently designate two director positions. The number of directors
determined by this formula may not be less than one at any time when the License
Agreement is in effect and may not be greater than the maximum number which
would constitute a minority of the board of directors. In addition, even if CBS
does not own any Common Stock, CBS is entitled to elect one director so long as
the License Agreement is in effect. The Preferred Stock terminates upon the
first to occur of:
o the date on which CBS no longer owns any of the Issuer's securities
and the License Agreement is no longer in effect;
o the date on which a competitor of Issuer owns more than 30% of the
common stock or securities representing more than 30% of the voting
power of CBS; and
o the date on which the share of Series E preferred stock is owned by
a person other than CBS or an entity controlling, controlled by or
under common control with CBS.
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During the seven year term of the Advertising Agreement, CBS will arrange for
the placement of advertising and promotion of the Switchboard Site across all of
CBS' media properties (collectively "Media Properties"). CBS' advertising and
promotion commitment is divided into seven one-year periods during the term of
the agreement. CBS' commitment during the first three years of the agreement is
$13.0 million per year and during the last four years of the agreement is $14.0
million per year. Issuer may carry forward to a subsequent period up to 35% of
the advertising value to which we are entitled during any one-year period.
However, CBS is not obligated to provide advertising value aggregating more than
$18.9 million during any one-year period. The value of advertising and promotion
services provided by CBS is generally determined by reference to the average
price paid by others to CBS for comparable advertising and promotion.
For the ten-year term of the License, CBS granted Issuer a non-exclusive license
to use the "CBS" trademark and "eye" device together with the Switchboard mark
to identify, market and promote the Switchboard Site. Under the License
Agreement, CBS will retain approvals rights over the use and presentation of its
trademarks. The License Agreement expires on June 30, 2009. CBS may terminate
the agreement before the end of its term upon certain events.
The License Agreement provides for the joint ownership of domain names for the
Switchboard website featuring both the "CBS" and "Switchboard" trademarks and
contains provisions governing the use of those domain names following any
termination or expiration of the License Agreement.
In addition to entering into the Purchase Agreement, the Advertising Agreement
and the License Agreement, Issuer and CBS entered into a series of
equity-related agreements. The equity related agreements are:
Right of First Refusal Agreement. This agreement restricts CBS' right to
transfer its shares of Common Stock. Under this agreement:
o prior to the first anniversary of Issuer's IPO, if CBS wishes to
sell any of its shares of Common Stock, it must first offer them to
Issuer and then to Banyan; and
o prior to June 30, 2001, if the License Agreement or the Advertising
Agreement has terminated for any reason and CBS wishes to sell any
of its Common Stock, Issuer has the right of first refusal to buy
those shares on the same terms that a third party identified by CBS
has offered to buy the shares and Banyan has a right of first
refusal if Issuer does not first exercise its right.
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Stockholders' Voting Agreement. Under this agreement CBS has agreed to vote all
of its Common Stock to elect to Issuer's board of directors a number of persons
designated by Banyan as would represent a majority of Issuer's board of
directors. This agreement terminates on the first to occur of:
o July 2, 2001;
o the date on which CBS has required Banyan to transfer its shares
of Issuer common stock to a trustee pursuant to the mandatory
transfer provisions contained in the Advertising Agreement; and
o the first business day after any person beneficially owns or
controls more of Issuer's voting power than Banyan does.
CBS has agreed that any transfer by it of shares of Common Stock will require
the person receiving the shares to be bound by the Stockholders Voting
Agreement, except that CBS may transfer shares free of the obligations imposed
by this agreement if, after giving effect to such transfer, CBS would continue
to own shares subject to this agreement that represent at least 25% of Issuer's
outstanding Common Stock. Banyan has agreed, during the term of this agreement,
to retain shares of Common Stock that represent at least 25% of our outstanding
Common Stock.
Registration Rights Agreement. Under this agreement, Issuer granted demand and
incidental registration rights to CBS. The demand registration rights, which
allow CBS to require Issuer to file a registration statement on CBS' behalf, may
be exercised beginning after the first anniversary of the closing of Issuer's
IPO. The incidental registration rights, which allow CBS to include shares in
registration statements that Issuer files on its own initiative or at the
request of other stockholders, are effective following the closing of Issuer's
IPO.
Any description of the Purchase Agreement, the Warrant, the Advertising
Agreement, the License or the equity based agreements contained herein are
qualified in their entirety by reference to the applicable agreements, which are
attached as Exhibits hereto.
CBS has no present plan or proposal with respect to the disposition of any
Common Stock. CBS may in the future implement a different course of action
depending upon such criteria as may be significant to CBS.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
CBS owns 8,555,498 shares of Common Stock of Issuer which represents 36% of the
Common Stock of Issuer as of March 2, 2000. The number of shares beneficially
owned by CBS includes 1,066,937 shares of Common Stock issuable upon exercise of
the Warrant, which is immediately exercisable. CBS will hold sole voting and
investment power with respect to such Common Stock.
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<PAGE> 7
Except as described above, neither CBS, nor, to its knowledge, any of the
persons named in Schedule 1 beneficially owns any shares of Common Stock of the
Issuer or has effected any transactions in the Common Stock of the Issuer in the
past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth under items 3 and 4 above and the Exhibits attached
hereto are incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Purchase Agreement, as amended, dated June 1, 1999 by and
among CBS, Issuer and Banyan is hereby incorporated by reference
to Exhibit 10.4 to Issuer's Registration Statement No. 333-90013
on Form S-1 filed with the Securities and Exchange Commission on
October 29, 1999
Exhibit 2: Amendment No. 2 to the Stock Purchase Agreement is hereby
incorporated by reference to Exhibit 10.4A to Issuer's
Registration Statement No. 333-90013 on Form S-1 filed with the
Securities and Exchange Commission on October 29, 1999
Exhibit 3: Warrant is hereby incorporated by reference to Exhibit 10.7 to
Issuer's Registration Statement No. 333-90013 on Form S-1 filed
with the Securities and Exchange Commission on October 29, 1999
Exhibit 4: Advertising Agreement between CBS and Issuer is hereby
incorporated by reference to Exhibit 10.5 to Issuer's
Registration Statement No. 333-90013 on Form S-1 filed with the
Securities and Exchange Commission on October 29, 1999
Exhibit 5: License Agreement between CBS and Issuer is hereby incorporated
by reference to Exhibit 10.6 to Issuer's Registration Statement
No. 333-90013 on Form S-1 filed with the Securities and Exchange
Commission on October 29, 1999
Exhibit 6: Right of First Refusal Agreement is hereby incorporated by
reference to Exhibit 10.9 to Issuer's Registration Statement No.
333-90013 on Form S-1 filed with the Securities and Exchange
Commission on October 29, 1999
Exhibit 7: Registration Rights Agreement between CBS and Issuer is hereby
incorporated by reference to Exhibit 10.8 to Issuer's
Registration Statement No. 333-90013 on Form S-1 filed with the
Securities and Exchange Commission on October 29, 1999
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Exhibit 8: Shareholders' Voting Agreement between CBS and Issuer is hereby
incorporated by reference to Exhibit 10.11 to Issuer's
Registration Statement No. 333-90013 on Form S-1 filed with the
Securities and Exchange Commission on October 29, 1999
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: March 10, 2000.
CBS CORPORATION
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Name: Angeline C. Straka
Title: Vice President and Deputy General Counsel
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SCHEDULE 1-A
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers of
CBS Corporation
---------------
Directors
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name and Business Address Address of Employment
- ------------------------- ---------------------
<S> <C>
George H. Conrades Chairman and CEO
201 Broadway AKAMAI Technologies
Cambridge, MA 02139 201 Broadway
Cambridge, MA 02139
Martin C. Dickinson Retired Senior Vice President
P. O. Box 7078 Scripps Bank
Rancho Santa Fe, CA 92067 P. O. Box 7078
Rancho Santa Fe, CA 92067
William H. Gray III President and Chief Executive Officer
The College Fund/UNCF The College Fund/UNCF
8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive
P. O. Box 10444 Fairfax, VA 22031
Fairfax, VA 22031
Mel Karmazin President & Chief Executive Officer,
CBS Corporation CBS Corporation
51 W. 52nd Street Chairman, President & Chief Executive Officer,
New York, NY 10019 Infinity Broadcasting Corporation
51 West 52nd Street
New York, NY 10019
</TABLE>
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<TABLE>
<CAPTION>
Present Principal Occupation and
Name and Business Address Address of Employment
- ------------------------- ---------------------
<S> <C>
Jan Leschly Chief Executive
SmithKline Beecham SmithKline Beecham
P. O. Box 7929 P. O. Box 7929
Philadelphia, PA 19101 Philadelphia, PA 19101
David T. McLaughlin Chairman, CBS Corporation
The Gallery - Suite 205 Chairman and Chief Executive Officer
46 Newport Road Orion Safety Products
New London, NH 03257 The Gallery - Suite 205
46 Newport Road
New London, NH 03257
Leslie Moonves President and Chief Executive Officer,
CBS Corporation CBS Television
7800 Beverly Boulevard 7800 Beverly Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
Richard R. Pivirotto President
Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc.
111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd.
Greenwich, CT 06830 Greenwich, CT 06830
Raymond W. Smith Chairman
Rothschild North America Inc. Rothschild North America Inc.
1251 Avenue of the Americas 1251 Avenue of the Americas
New York, NY 10020 New York, NY 10020
Patty Stonesifer Co-chair and President
Bill and Melinda Gates Foundation Bill and Melinda Gates Foundation
P. O. Box 23350 P. O. Box 23350
Seattle, WA 98102 Seattle, WA 98102
Paula Stern President
The Stern Group, Inc. The Stern Group, Inc.
3314 Ross Place NW 3314 Ross Place NW
Washington, DC 20008 Washington, DC 20008
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc. Cardinal Health, Inc.
7000 Cardinal Place 7000 Cardinal Place
Dublin, OH 43017 Dublin, OH 43017
</TABLE>
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Executive Officers
------------------
<TABLE>
<CAPTION>
Present Principal Occupation and
Name, Tile and Business Address Address of Employment
- ------------------------------- ---------------------
<S> <C>
Mel Karmazin President & Chief Executive Officer,
CBS Corporation CBS Corporation
51 W. 52nd Street Chairman, President and Chief Executive Officer,
New York, NY 10019 Infinity Broadcasting Corporation
51 West 52nd Street
New York, NY 10019
Louis J. Briskman Executive Vice President and General Counsel
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Robert G. Freedline Vice President & Controller
CBS Corporation CBS Corporation
51 West 52nd Street 51 West 52nd Street
New York, NY 10019 New York, NY 10019
Fredric G. Reynolds Executive Vice President and
CBS Corporation Chief Financial Officer
51 West 52nd Street CBS Corporation
New York, NY 10019 51 West 52nd Street
New York, NY 10019
Leslie Moonves President and Chief Executive Officer,
CBS Corporation CBS Television
7800 Beverly Boulevard 7800 Beverly Boulevard
Los Angeles, CA 90036 Los Angeles, CA 90036
Farid Suleman Senior Vice President, Finance & Treasurer,
CBS Corporation CBS Corporation
40 W. 57th Street Executive Vice President, Chief Financial Officer
New York, NY 10019 and Treasurer,
Infinity Broadcasting Corporation
40 W. 57th Street
New York, NY 10019
</TABLE>
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