form8-k_033111.htm
 
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):  March 31, 2011
  


 
VIACOM INC.
  
 
(Exact name of registrant as specified in its charter)
  


Delaware
001-32686
20-3515052
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer Identification Number)


 
1515 Broadway, New York, NY
10036
  
 
(Address of principal executive offices)
(Zip Code)
  


 
Registrant’s telephone number, including area code:  (212) 258-6000
  



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. below):

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 

 
 
 


Section 8 – Other Events
   
Item 8.01
Other Events.

On March 31, 2011, Viacom Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of 3.50% Senior Notes due 2017 (the “Senior Notes”) pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-162962) previously filed with the Securities and Exchange Commission (the “Registration Statement”).  A copy of the opinion of Shearman & Sterling LLP relating to the legality of the Senior Notes is filed as Exhibit 5.1 to this Report.  In connection with the issuance and sale of the Senior Notes, on March 31, 2011, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), entered into an eighth supplemental indenture (the “Eighth Supplemental Indenture”) to the Indenture, dated as of April 12, 2006, between the Company and the Trustee.  The Eighth Supplemental Indenture is filed as Exhibit 4.1 to this Report.
 
The Company incorporates by reference the exhibits filed herewith into the Registration Statement, pursuant to which the Senior Notes were registered.
 
Section 9 – Financial Statements and Exhibits
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)           Exhibits.  The following exhibit is filed as part of this Report on Form 8-K:
     
 
Exhibit No.
Description of Exhibit
     
 
4.1
Eighth Supplemental Indenture, dated as of March 31, 2011, between Viacom Inc. and The Bank of New York Mellon, as Trustee (including form of Senior Notes).
     
 
5.1
Opinion of Shearman & Sterling LLP.
     
 
23.1
Consent of Shearman & Sterling LLP (included in Exhibit 5.1).

 
 


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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.
     
     
 
By:
/s/ Keyes Hill-Edgar
   
Name:
Keyes Hill-Edgar
   
Title:
Senior Vice President, Deputy General Counsel and Assistant Secretary
 
Date: March 31, 2011
 
 


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Exhibit Index
 
Exhibit No.
Description of Exhibit
 
4.1
Eighth Supplemental Indenture, dated as of March 31, 2011, between Viacom Inc. and The Bank of New York Mellon, as Trustee (including form of Senior Notes).
 
5.1
Opinion of Shearman & Sterling LLP.
 
23.1
Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
  
 
 
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