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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIACOM INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2980402
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(State of incorporation or organization) (IRS Employer Identification No.)
1515 Broadway
New York, New York 10036
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box / /
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
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Class A Common Stock, par value $100 per share.
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(Title of Class)
5% Class A Senior Cumulative Exchangeable Preferred Stock
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(Title of Class)
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BACKGROUND
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Viacom, Inc., a Delaware corporation ("Viacom"), is offering the holders
of its Class A Common Stock and Class B Common Stock (collectively, the "Viacom
Common Stock") the opportunity to exchange all or a portion of their shares of
Viacom Common Stock for shares of Class A Common Stock, par value $100 per share
(the "Class A Common Stock"), of the Registrant (the "Viacom Exchange"). On the
date of, and immediately prior to the closing of the Viacom Exchange (and prior
to the issuance of the securities being registered hereby), the registrant will
amend and restate its Certificate of Incorporation (as so amended, the "Restated
Certificate of Incorporation") to , among other things, (i) change its name to
TCI Pacific communications, Inc. and (ii) redesignate its existing common stock
into shares of Class A Common Stock and Class B Common Stock, par value $.01 per
share ("Class B Common Stock"). Immediately thereafter, TCI Communications,
Inc., a Delaware corporation ("TCIC"), will purchase 100 newly issued shares of
the Registrant's Class B Common Stock. Upon the issuance of the Class B Common
Stock to TCIC, each share of the Registrant's Class A Common Stock issued in the
Viacom Exchange will automatically convert into one share of the Registrant's
5% Class A Senior Cumulative Exchangeable Preferred Stock, par value $100 per
share (the "Preferred Stock"). The Class A Common stock and the Preferred Stock
constitute the classes of securities being registered on this Registration
Statement on Form 8-A.
The Registrant has filed a Registration Statement on Form S-4, as
amended by Amendment No. 1 on November 21, 1995, Amendment No. 2 on January 18,
1996, Amendment No. 3 on May 24, 1996, Amendment No. 4 on June 19, 1996 and
Amendment No. 5 on June 24, 1996 (Registration No. 33-64467) (the "Viacom
Registration Statement") under the Securities Act of 1933, as amended, relating
to the Class A Common Stock to be issued in the Viacom Exchange and the
Preferred Stock to be issued by the Registrant upon conversion of the Class A
Common Stock. Certain sections of the Prospectus of the Registrant (which also
constitutes the Offering Circular of Viacom and is referred to herein as the
"Offering Circular-Prospectus"), which forms a part of the Viacom Registration
Statement, are incorporated herein by reference and made part of this
Registration Statement on Form 8-A in response to certain items required by this
Registration Statement on Form 8-A. Citations are to the caption headings of the
Offering Circular-Prospectus and page references are to the pages in the
Offering Circular-Prospectus.
ITEM 1. DESCRIPTION OF REGISTRANT'S TO BE REGISTERED.
Reference is made to the information under the caption headings
"DESCRIPTION OF VII CABLE CAPITAL STOCK--Common Stock-General,"--VII Cable Class
A Common Stock" and "--VII Cable Preferred Stock," on pages 96-110 of the
Offering Circular-Prospectus, which information is incorporated herein by such
reference.
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Item 2. Exhibits.
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(1) Form of Restated Certificate of Incorporation of Viacom
International Inc.
(2) By-laws of Viacom International Inc.
(3) Form of Certificate of the Class A Common Stock, par value $100
per share.
(4) Form of Certificate of the 5% Series A Senior Cumulative
Exchangeable Preferred Stock, $100 par value per share, of Viacom
International Inc.
(5) The Viacom Registration Statement.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: June 24, 1996 VIACOM INTERNATIONAL INC.
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Registrant
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
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EXHIBIT INDEX
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Exhibit No. Exhibit Page
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(1) Form of Restated Certificate of Incorporation of Viacom
International Inc. (incorporated by reference to Exhibit 4.3(c)
of the Registrant's Registration Statement on Form S-4 (Reg.
No. 33-64467)).
(2) By-laws of Viacom International Inc. (incorporated by reference
to Exhibit 4.3(b) of the Registrant's Registration Statement on
Form S-4 (Reg. No. 33-64467)).
(3) Form of Certificate of the Class A Common Stock, par value $100
per share (incorporated by reference to Exhibit 4.4(a) of the
Registrant's Registration Statement on Form S-4 (Reg. No. 33-64467)).
(4) Form of Certificate of the 5% Series A Senior Cumulative Exchangeable
Preferred Stock, Par Value $100 per share, of Viacom International Inc.
(incorporated by reference to Exhibit 4.4(b) of the Registrant's
Registration Statement on Form S-4 (Reg. No. 33-64467)).
(5) The Registrant's Registration Statement on Form S-4 (incorporated herein by reference
(Reg. No. 33-64467)).
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