As filed with the Securities and Exchange Commission on January 17, 2006
Registration No. 333-50452
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CBS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2949533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Address and phone number of principal executive offices, including zip code)
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Infinity Broadcasting Corporation Stock Plan for Directors
Infinity Broadcasting Corporation 1998 Long-Term Incentive Plan
Infinity Broadcasting Corporation 1999 Long-Term Incentive Plan
Outdoor Systems, Inc. 1996 Omnibus Plan
(Full title of the plans)
Louis J. Briskman, Esq.
Executive Vice President and General Counsel
CBS Corporation, 51 West 52nd Street, New York, New York 10019
(212) 975-4321
(Name, address and telephone number of agent for service)
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EXPLANATORY NOTE
CBS Corporation, a Delaware corporation (the "Registrant"), is filing with
the Securities and Exchange Commission this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-8 (File No. 333-50452) (the "Registration
Statement"), which Registration Statment is Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form S-4 (File No. 333-50452), as a
result of the merger (the "Merger") of Viacom Merger Sub Inc., a Delaware
corporation, with and into the Registrant on December 31, 2005, with the
Registrant as the surviving corporation of the Merger. Upon completion of the
Merger, the name of the Registrant was changed from "Viacom Inc." to "CBS
Corporation." This Post-Effective Amendment No. 1 is filed to reflect (i) the
change in the name of the Registrant, (ii) a reduction in the par value of the
Registrant's Class B Common Stock registered under the Registration Statement
from $0.01 to $0.001 per share, (iii) the removal of the Outdoor Systems, Inc.
1996 Non-Employee Directors Stock Option Plan, which was originally included on
the Registration Statement and (iv) the removal of the Infinity Broadcasting
Corporation Employees' 401(k) Plan, the Infinity Broadcasting Corporation
Employees' 401(k) Union Plan, the Outdoor System, Inc. 401(k) Plan and the CBS
Employee Investment Fund, which subsequent to the original filing of this
Registration Statement were merged into the CBS Corporation 401(k) Plan
(formerly known as the Viacom Inc. 401(k) Plan), pursuant to which shares of the
Registrant are being offered under the Registrant's Registration Statement filed
on February 8, 2002 (File No. 333-82422).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 333-50452 on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of January, 2006.
CBS CORPORATION
By: /s/ Angeline C. Straka
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Name: Angeline C. Straka
Title: Senior Vice President, Deputy
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-50452 on Form
S-8 has been signed by the following persons in the capacities indicated on the
17th day of January, 2006.
Signature Title
* Director, President and
------------------------------- Chief Executive Officer
Leslie Moonves (Principal Executive Officer)
* Executive Vice President
------------------------------- and Chief Financial Officer
Fredric G. Reynolds (Principal Financial Officer)
/s/ Susan C. Gordon Senior Vice President,
------------------------------- Controller and Chief
Susan C. Gordon Accounting Officer
(Principal Accounting Officer)
* Director
-------------------------------
David R. Andelman
* Director
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Joseph A. Califano, Jr.
* Director
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William S. Cohen
* Director
-------------------------------
Philippe P. Dauman
* Vice Chair and Director
-------------------------------
Shari Redstone
* Chairman and Director
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Sumner M. Redstone
* Director
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Robert D. Walter
*By: /s/ Angeline C. Straka
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Angeline C. Straka, Attorney-in-Fact January 17, 2006
Exhibit Index
Exhibit No. Description of Document
4.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-4 as amended
(File No. 333-128821) filed on November 23, 2005).
4.2* Form of Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-4 as amended
(File No. 333-128821) filed on November 23, 2005).
4.3* Agreement and Plan of Merger, dated as of October 30, 2000
among Viacom Inc., IBC Merger Corp. and Infinity
Broadcasting Corporation (incorporated by reference to the
Registration Statement on Form S-4 filed by Viacom Inc. on
November 22, 2000 (File No. 333-50452), as amended
by Amendment No. 1 to Form S-4 filed by Viacom Inc. on
January 1, 2001 and Amendment No. 2 to Form S-4 filed by
Viacom Inc. on January 12, 2001).
4.4* Infinity Broadcasting Corporation Stock Plan for Directors
(Effective as of February 24, 2000) (incorporated by reference
to Exhibit 10(aa)(ii) to the Annual Report on Form 10-K of the
Registrant for the fiscal year ended December 31, 2002 (File
No. 001-9553)).
4.5* Infinity Broadcasting Corporation 1999 Long-Term Incentive
Plan.
4.6* Infinity Broadcasting Corporation 1998 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.16 to Form 10-K
filed by Infinity for the year ended December 31, 1999 (File
No. 001-14599)).
4.7* Outdoor Systems, Inc. 1996 Omnibus Plan (incorporated by
reference to Exhibit 10.16 to Form S-1 filed by Outdoor
Systems, Inc. on February 22, 1996 (File No. 333-01582)).
5.1* Opinion of Michael D. Fricklas, Esq. as to the legality of the
securities being registered (incorporated by reference to
the Registration Statement on Form S-4 filed by the
Registrant on November 22, 2000 (File No. 333-50452), as
amended by Amendment No. 1 to Form S-4 filed by the
Registrant on January 9, 2001 and Amendment No. 2 to Form
S-4 filed by the Registrant on January 12, 2001).
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Mitchell & Titus, LLP.
23.4* Consent of Michael D. Fricklas, Esq.
24** Powers of Attorney.
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* Previously filed or incorporated by reference in this Registration Statement.
** Filed herewith.