UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2005
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (Zip Code)
(212) 258-6000 (Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On April 27, 2005, Viacom Inc. (the "Company") announced that it had
appointed Michael J. Dolan as Executive Vice President and Chief Financial
Officer of the Company effective May 11, 2005. The material terms of Mr. Dolan's
employment agreement are described under Item 5.02(c) of this Form 8-K and such
description is incorporated herein by reference.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) On April 27, 2005, the Company announced that it had appointed Michael J.
Dolan as Executive Vice President and Chief Financial Officer of the Company
effective May 11, 2005. Mr. Dolan became Executive Vice President of the
Company on May 2, 2005 and he will assume the additional title of Chief
Financial Officer of the Company on May 11, 2005. Mr. Dolan will succeed Richard
J. Bressler in the position of Chief Financial Officer. Mr. Bressler announced
in January that he would not renew his contract with the Company.
Mr. Dolan, 58, held several senior management positions with Young &
Rubicam, Inc., a diversified advertising agency and marketing services company,
including Chairman and Chief Executive Officer from 2000 to 2003, President and
Chief Operating Officer in 2000, and Vice Chairman and Chief Financial Officer
from 1996 to 2000. Prior to that, Mr. Dolan held a number of senior financial
and operational positions with PepsiCo Foods International, a division of
PepsiCo, Inc., including President and Chief Executive Officer of Snack Ventures
Europe from 1992 to 1995, Senior Vice President of Operations from 1991 to 1992
and Vice President of Strategic Planning and New Business Development in 1991.
Since his departure from Young & Rubicam in 2003, Mr. Dolan has served as
Senior Advisor to the private investment firm Kohlberg Kravis Roberts & Co. and
has held board positions with both public and private companies, including
Mattel, Inc., Regal Entertainment Group and America's Choice, Inc.
In connection with his appointment as Executive Vice President and Chief
Financial Officer of the Company, the Company has entered into an employment
agreement with Mr. Dolan effective May 2, 2005. Under the terms of the
employment agreement, Mr. Dolan's term of employment will run for a period of
four years commencing on the effective date. The employment agreement provides
that Mr. Dolan will receive an annual base salary of $1.25 million and will
accrue an additional $250,000 a year in deferred compensation. The amount of Mr.
Dolan's salary and deferred compensation will be subject to discretionary annual
merit reviews commencing May 2, 2006, and may be increased but not decreased
under the terms of his employment agreement. Mr. Dolan will also be eligible to
receive annual bonus compensation during each year of his employment term based
on a target bonus equal to 100% of his salary and deferred compensation
determined in accordance with the Company's Senior Executive Short-Term
Incentive Plan (the "Senior Executive STIP"). Mr. Dolan will also receive a
long-term compensation award with a value of $3 million for the 2005 calendar
year through a combination of restricted share units payable in shares of the
Company's Class B Common Stock ("RSUs") and stock options to purchase shares of
the Company's Class B Common Stock ("Options") granted under the Company's 2004
Long-Term Management Incentive Plan (together with any successor plan, the
"LTMIP"). In addition, Mr. Dolan will also be eligible to receive annual
long-term compensation awards with a target value of $3 million for each of the
calendar years 2006 through 2008 through a combination of RSUs and Options
granted under the LTMIP. The RSUs and Options awarded for calendar year 2005
will be granted to Mr. Dolan ten business days from his start date of May 2,
2005 (the "Start Date")
and will vest in four equal installments on the first, second, third and
fourth anniversaries of his Start Date and any RSUs and Options awarded for
calendar years 2006 through 2008 will vest in four equal installments on the
anniversaries of his Start Date, beginning with the second anniversary of his
Start Date for the 2006 calendar year award, the third anniversary of his Start
Date for the 2007 calendar year award and the fourth anniversary of his Start
Date for the 2008 calendar year award. The vesting of each award of RSUs will
also be subject to the achievement of a performance goal established by the
Compensation Committee of the Company's Board of Directors (the "Compensation
Committee") for a performance period that will end no later than December 31st
of the year in which the grant was made and which shall be the same as the
performance goal established by the Compensation Committee for the Senior
Executive STIP except that the performance goal for the RSUs awarded for 2005
will be prorated for the period from the grant date of such award through
December 31, 2005. Mr. Dolan's employment agreement also contains certain
restrictive covenants imposing non-competition obligations, restricting
solicitation of employees, protecting confidential information and the Company's
ownership of work product and requiring cooperation in litigation, as well as
other covenants, during the term of his employment and for specified periods
after the termination of employment. In the event of the termination of Mr.
Dolan's employment by the Company without "cause" or his voluntary termination
for "good reason" (as such terms are defined in the employment agreement) during
the employment term, he will be entitled to receive salary, deferred
compensation and target bonus compensation and certain benefits and perquisites
for the balance of the employment term, subject to mitigation after the first
twelve months. In addition, as the Company has previously announced that it is
exploring the separation of Viacom Inc. into two businesses, Mr. Dolan's
employment agreement provides that the Company may assign Mr. Dolan's employment
agreement to the publicly held parent corporation of the business that acquires
the assets of MTV Networks ("Newco") in the event of such a separation, in which
case Mr. Dolan would hold the same position with Newco that he will hold with
the Company.
The foregoing description of the terms of Mr. Dolan's employment is
qualified in its entirety be reference to the employment agreement effective May
2, 2005 between the Company and Michael J. Dolan which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
10.1 Employment Agreement effective May 2, 2005 between the
Company and Michael J. Dolan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
(Registrant)
By: /s/ MICHAEL D. FRICKLAS
------------------------------------
Michael D. Fricklas
Executive Vice President, General
Counsel and Secretary
Date: May 3, 2005
Exhibit Index
Exhibit Number Description of Exhibit
10.1 Employment Agreement effective May 2, 2005 between the
Company and Michael J. Dolan