Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On the terms and subject to the conditions set forth in the Merger Agreement, at
the Effective Time, (1) each share of Class A common stock, par value
At the Effective Time, each Viacom stock option outstanding immediately prior to the Effective Time was converted automatically into a ViacomCBS stock option, on the same terms and conditions, with respect to a number of shares of ViacomCBS Class B Common Stock equal to (1) the number of shares of Viacom Class B Common Stock subject to the Viacom stock option immediately prior to the Effective Time, multiplied by (2) 0.59625 (with the resulting number rounded down to the nearest whole share), at an exercise price (rounded up to the nearest hundredths of a cent) equal to the exercise price of the stock option immediately prior to the Effective Time divided by 0.59625.
Any award of time-based restricted stock units with respect to Viacom Class B Common Stock (a "Viacom RSU Award") held by a non-employee member of the Viacom board of directors who will not serve on the ViacomCBS board of directors after the Effective Time vested immediately prior to the Effective Time. At the Effective Time, each other Viacom RSU Award outstanding immediately prior to the Effective Time was converted into an award of time-based restricted stock units with respect to ViacomCBS Class B Common Stock (a "ViacomCBS RSU Award"), on the same terms and conditions, with respect to a number of shares of ViacomCBS Class B Common Stock (rounded to the nearest whole share) equal to (1) the number of shares of Viacom Class B Common Stock subject to the Viacom RSU Award immediately prior to the Effective Time, multiplied by (2) 0.59625.
At the Effective Time, each award of performance-based restricted stock units with respect to Viacom Class B Common Stock (a "Viacom PSU Award") outstanding immediately prior to the Effective Time was converted automatically into a ViacomCBS RSU Award, on the same terms and conditions, other than the requirement to achieve any performance goals, with respect to a number of shares of ViacomCBS Class B Common Stock (rounded
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to the nearest whole share) equal to (1) the number of shares of Viacom Class B Common Stock subject to the Viacom PSU Award immediately prior to the Effective Time based on actual performance for any portion of such award for which the applicable performance period has been completed prior to the Effective Time, . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
Item 3.03 Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of Viacom Common Stock immediately prior to the Effective Time ceased to have any rights as a stockholder of Viacom other than the right to receive merger consideration pursuant to the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
At the Effective Time, as contemplated under the Merger Agreement, Viacom merged
with and into
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, all of the directors of Viacom ceased serving as directors of Viacom.
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As of the Effective Time,
In addition, all of the officers of Viacom, including all Section 16 executive officers, ceased serving in their capacity as officers of Viacom.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
As of the Effective Time, Viacom ceased to exist and
Copies of the A&R Charter and the A&R Bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofAugust 13, 2019 , by and between Viacom andCBS (incorporated by reference to Exhibit 2.1 to Viacom's Current Report on Form 8-K, filed onAugust 19, 2019 ). 2.2 Amendment No. 1, dated as ofOctober 16, 2019 , by and between Viacom andCBS , to the Agreement and Plan of Merger, dated as ofAugust 13, 2019 , by and between Viacom andCBS (incorporated by reference to Exhibit 2.1 to Viacom's Current Report on Form 8-K, filed onOctober 17, 2019 ). 3.1 Amended and Restated Certificate of Incorporation of ViacomCBS Inc., datedDecember 4, 2019 . 3.2 Amended and Restated Bylaws ofViacomCBS Inc. , datedDecember 4, 2019 . 99.1 Press Release, datedDecember 4, 2019 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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