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 $0.001 per share, of Viacom ("Viacom Class A Common Stock") issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class A Common Stock, and (2) each share of Class B common stock, par value $0.001 per share, of Viacom ("Viacom Class B Common Stock", and, together with Viacom Class A Common Stock, "Viacom Common Stock") issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of ViacomCBS Class B Common Stock. No fractional shares of ViacomCBS Common Stock were issued in connection with the Merger, and the stockholders of Viacom became entitled to receive cash in lieu of any fractional shares of ViacomCBS Common Stock.

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 December 4, 2019, in connection with the completion of the Merger, Viacom notified Nasdaq, its principal trading market, that the Merger had completed and requested that trading in Viacom Common Stock be suspended at the close of trading on December 4, 2019, that the listing of the Viacom Common Stock be removed and that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Viacom Common Stock. As a result, Viacom Common Stock will no longer be listed on Nasdaq. Additionally, Viacom intends to file with the SEC certifications and notices of termination on Form 15 deregistering Viacom Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and suspending Viacom's reporting obligations under the Exchange Act.

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 CBS, with CBS continuing as the Surviving Corporation.

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, Robert M. Bakish, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman, each a former director of Viacom, became directors of ViacomCBS.

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 CBS continued as the Surviving Corporation. As of the Effective Time, the Surviving Corporation's certificate of incorporation was amended and restated in its entirety (the "A&R Charter"), and the Surviving Corporation's bylaws were amended and restated in their entirety (the "A&R Bylaws").

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 December 4, 2019, ViacomCBS issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


 Exhibit No.         Description of Exhibit

     2.1               Agreement and Plan of Merger, dated as of August 13, 2019, by
                     and between Viacom and CBS (incorporated by reference to Exhibit
                     2.1 to Viacom's Current Report on Form 8-K, filed on August 19,
                     2019).

     2.2               Amendment No. 1, dated as of October 16, 2019, by and between
                     Viacom and CBS, to the Agreement and Plan of Merger, dated as of
                     August 13, 2019, by and between Viacom and CBS (incorporated by
                     reference to Exhibit 2.1 to Viacom's Current Report on Form 8-K,
                     filed on October 17, 2019).

     3.1               Amended and Restated Certificate of Incorporation of ViacomCBS
                     Inc., dated December 4, 2019.

     3.2               Amended and Restated Bylaws of ViacomCBS Inc., dated
                     December 4, 2019.

    99.1               Press Release, dated December 4, 2019.

    104              Cover Page Interactive Data File (embedded within the Inline
                     XBRL document).


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