-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MPnwN5S7gLUMY9URb8oBfgEoMB70kCbY/p774Z77hHdFv1JmMZtjt5D7oRtUg+jO MZ/+9PSd4N9J6xDPdpCDdA== 0000950128-00-000502.txt : 20000313 0000950128-00-000502.hdr.sgml : 20000313 ACCESSION NUMBER: 0000950128-00-000502 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWITCHBOARD INC CENTRAL INDEX KEY: 0001085223 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043321134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58683 FILM NUMBER: 566471 BUSINESS ADDRESS: STREET 1: 115 FLANDERS RD CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088981122 MAIL ADDRESS: STREET 1: 115 FLANDERS ROAD CITY: WESTBOROUGH STATE: MA ZIP: 01581 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d - 101) Under the Securities Exchange Act of 1934 Switchboard Incorporated ------------------------ (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 871045-10-0 ----------- (CUSIP Number) Angeline C. Straka Vice President, Secretary & Deputy General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 (212) 975-3335 ======================================================================== (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 2, 2000 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 11 2 CUSIP NO. 089144109 - ------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CBS Corporation I.R.S. Identification No. 25-0877540 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - ------------------------------------------------------------------------------- Number of (7) Sole Voting Power 8,555,498 Shares Bene- ficially ---------------------------------------------------------------- Owned by (8) Shared Voting Power None Each Report- ing Person ---------------------------------------------------------------- With (9) Sole Dispositive Power 8,555,498 ---------------------------------------------------------------- (10) Shared Dispositive Power None ---------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,555,498 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 36% (See response to Item 5) - ------------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 2 of 11 3 ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.01 per share of Switchboard Incorporated ("Issuer"), a Massachusetts corporation whose principal executive office is located at 115 Flanders Road, Westboro, Massachusetts 01581. ITEM 2. IDENTITY AND BACKGROUND. The person filing this statement is CBS Corporation ("CBS"), a Pennsylvania corporation whose principal office is located at 51 West 52nd Street, New York, New York 10019. CBS conducts its business directly and through various subsidiaries. The operations of CBS and its subsidiaries principally relate to television and radio broadcasting, cable programming and outdoor advertising. During the last five years, neither CBS nor, to the knowledge of CBS, any executive officer or director of CBS, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The attached Schedule I is a list of the directors and executive officers of CBS that contains the following information with respect to each such person: (a) name; (b) business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Except for Jan Leschly, who is a Danish citizen, each person identified on Schedule 1 hereto is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On June 30, 1999, CBS acquired 7,468,560 shares of common stock of the Issuer (the "Common Stock"), a warrant (the "Warrant") for an additional 1,066,937 shares of Common Stock (the "Warrant Shares") and one share of Series E Special Voting Preferred Stock (the "Preferred Share") pursuant to a Common Stock and Warrant Purchase Agreement dated June 1, 1999, entered into by and among Issuer, CBS and Banyan Systems Incorporated ("Banyan"), the parent of Issuer (the "Purchase Agreement"). As more fully described in response to Item 4, in exchange for the Common Stock, the Warrant and the Preferred Share, CBS paid $5.0 million in cash and will, over a seven year period, provide advertising and promotion of the internet Page 3 of 11 4 website maintained by Issuer which is accessed via the URL www.switchboard.com (collectively the "Switchboard Site"). The Warrant is exercisable from the date Switchboard completes its initial public offering ("IPO") until the second anniversary of such offering. On March 2, 2000, Issuer completed its IPO. The exercise price of the Warrant is $1.00 per share. In the IPO, CBS acquired an additional 20,000 shares of Common Stock at a price per share of $15.00. The funds for the Common Stock and the Warrant Shares (in the event of an exercise of the Warrant) came from or, it is currently anticipated, will come from general corporate funds. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transaction is to purchase Common Stock of the Issuer in the amount set forth in Item 3, above, to acquire a Warrant for the purchase of the Warrant Shares in the amount set forth in Item 3, above, and to acquire the Preferred Share in the amount set forth in Item 3, above, in exchange for advertising and promotion, cash and a license to use the "CBS" trademark and "eye" device. The Purchase Agreement provides that in exchange for the Common Stock, the Warrant and the Preferred Share, CBS will provide (1) advertising and promotion of the Switchboard Site pursuant to an Advertising and Promotion Agreement between CBS and Issuer (the "Advertising Agreement"); (2) a license to use the "CBS" trademark and "eye" device together with the Switchboard mark to identify, market and promote the Switchboard Site pursuant to a license agreement ("License Agreement") between CBS and Issuer (the "License"); and (3) $5.3 million in cash. The Warrant may be exercised, in whole or in part, at any time prior to the second anniversary of the Issuer's IPO, which was March 2, 2000. The Preferred Share entitles CBS to elect that number of members to the Issuer's board of directors, rounded down to the nearest whole number, as equals CBS' fully diluted ownership percentage of Common Stock. Currently, this means that CBS can currently designate two director positions. The number of directors determined by this formula may not be less than one at any time when the License Agreement is in effect and may not be greater than the maximum number which would constitute a minority of the board of directors. In addition, even if CBS does not own any Common Stock, CBS is entitled to elect one director so long as the License Agreement is in effect. The Preferred Stock terminates upon the first to occur of: o the date on which CBS no longer owns any of the Issuer's securities and the License Agreement is no longer in effect; o the date on which a competitor of Issuer owns more than 30% of the common stock or securities representing more than 30% of the voting power of CBS; and o the date on which the share of Series E preferred stock is owned by a person other than CBS or an entity controlling, controlled by or under common control with CBS. Page 4 of 11 5 During the seven year term of the Advertising Agreement, CBS will arrange for the placement of advertising and promotion of the Switchboard Site across all of CBS' media properties (collectively "Media Properties"). CBS' advertising and promotion commitment is divided into seven one-year periods during the term of the agreement. CBS' commitment during the first three years of the agreement is $13.0 million per year and during the last four years of the agreement is $14.0 million per year. Issuer may carry forward to a subsequent period up to 35% of the advertising value to which we are entitled during any one-year period. However, CBS is not obligated to provide advertising value aggregating more than $18.9 million during any one-year period. The value of advertising and promotion services provided by CBS is generally determined by reference to the average price paid by others to CBS for comparable advertising and promotion. For the ten-year term of the License, CBS granted Issuer a non-exclusive license to use the "CBS" trademark and "eye" device together with the Switchboard mark to identify, market and promote the Switchboard Site. Under the License Agreement, CBS will retain approvals rights over the use and presentation of its trademarks. The License Agreement expires on June 30, 2009. CBS may terminate the agreement before the end of its term upon certain events. The License Agreement provides for the joint ownership of domain names for the Switchboard website featuring both the "CBS" and "Switchboard" trademarks and contains provisions governing the use of those domain names following any termination or expiration of the License Agreement. In addition to entering into the Purchase Agreement, the Advertising Agreement and the License Agreement, Issuer and CBS entered into a series of equity-related agreements. The equity related agreements are: Right of First Refusal Agreement. This agreement restricts CBS' right to transfer its shares of Common Stock. Under this agreement: o prior to the first anniversary of Issuer's IPO, if CBS wishes to sell any of its shares of Common Stock, it must first offer them to Issuer and then to Banyan; and o prior to June 30, 2001, if the License Agreement or the Advertising Agreement has terminated for any reason and CBS wishes to sell any of its Common Stock, Issuer has the right of first refusal to buy those shares on the same terms that a third party identified by CBS has offered to buy the shares and Banyan has a right of first refusal if Issuer does not first exercise its right. Page 5 of 11 6 Stockholders' Voting Agreement. Under this agreement CBS has agreed to vote all of its Common Stock to elect to Issuer's board of directors a number of persons designated by Banyan as would represent a majority of Issuer's board of directors. This agreement terminates on the first to occur of: o July 2, 2001; o the date on which CBS has required Banyan to transfer its shares of Issuer common stock to a trustee pursuant to the mandatory transfer provisions contained in the Advertising Agreement; and o the first business day after any person beneficially owns or controls more of Issuer's voting power than Banyan does. CBS has agreed that any transfer by it of shares of Common Stock will require the person receiving the shares to be bound by the Stockholders Voting Agreement, except that CBS may transfer shares free of the obligations imposed by this agreement if, after giving effect to such transfer, CBS would continue to own shares subject to this agreement that represent at least 25% of Issuer's outstanding Common Stock. Banyan has agreed, during the term of this agreement, to retain shares of Common Stock that represent at least 25% of our outstanding Common Stock. Registration Rights Agreement. Under this agreement, Issuer granted demand and incidental registration rights to CBS. The demand registration rights, which allow CBS to require Issuer to file a registration statement on CBS' behalf, may be exercised beginning after the first anniversary of the closing of Issuer's IPO. The incidental registration rights, which allow CBS to include shares in registration statements that Issuer files on its own initiative or at the request of other stockholders, are effective following the closing of Issuer's IPO. Any description of the Purchase Agreement, the Warrant, the Advertising Agreement, the License or the equity based agreements contained herein are qualified in their entirety by reference to the applicable agreements, which are attached as Exhibits hereto. CBS has no present plan or proposal with respect to the disposition of any Common Stock. CBS may in the future implement a different course of action depending upon such criteria as may be significant to CBS. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. CBS owns 8,555,498 shares of Common Stock of Issuer which represents 36% of the Common Stock of Issuer as of March 2, 2000. The number of shares beneficially owned by CBS includes 1,066,937 shares of Common Stock issuable upon exercise of the Warrant, which is immediately exercisable. CBS will hold sole voting and investment power with respect to such Common Stock. Page 6 of 11 7 Except as described above, neither CBS, nor, to its knowledge, any of the persons named in Schedule 1 beneficially owns any shares of Common Stock of the Issuer or has effected any transactions in the Common Stock of the Issuer in the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth under items 3 and 4 above and the Exhibits attached hereto are incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Stock Purchase Agreement, as amended, dated June 1, 1999 by and among CBS, Issuer and Banyan is hereby incorporated by reference to Exhibit 10.4 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 2: Amendment No. 2 to the Stock Purchase Agreement is hereby incorporated by reference to Exhibit 10.4A to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 3: Warrant is hereby incorporated by reference to Exhibit 10.7 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 4: Advertising Agreement between CBS and Issuer is hereby incorporated by reference to Exhibit 10.5 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 5: License Agreement between CBS and Issuer is hereby incorporated by reference to Exhibit 10.6 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 6: Right of First Refusal Agreement is hereby incorporated by reference to Exhibit 10.9 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Exhibit 7: Registration Rights Agreement between CBS and Issuer is hereby incorporated by reference to Exhibit 10.8 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 Page 7 of 11 8 Exhibit 8: Shareholders' Voting Agreement between CBS and Issuer is hereby incorporated by reference to Exhibit 10.11 to Issuer's Registration Statement No. 333-90013 on Form S-1 filed with the Securities and Exchange Commission on October 29, 1999 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: March 10, 2000. CBS CORPORATION -------------------------------------- Name: Angeline C. Straka Title: Vice President and Deputy General Counsel Page 8 of 11 9 SCHEDULE 1-A Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Corporation --------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- George H. Conrades Chairman and CEO 201 Broadway AKAMAI Technologies Cambridge, MA 02139 201 Broadway Cambridge, MA 02139 Martin C. Dickinson Retired Senior Vice President P. O. Box 7078 Scripps Bank Rancho Santa Fe, CA 92067 P. O. Box 7078 Rancho Santa Fe, CA 92067 William H. Gray III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P. O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 Mel Karmazin President & Chief Executive Officer, CBS Corporation CBS Corporation 51 W. 52nd Street Chairman, President & Chief Executive Officer, New York, NY 10019 Infinity Broadcasting Corporation 51 West 52nd Street New York, NY 10019
Page 9 of 11 10
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Jan Leschly Chief Executive SmithKline Beecham SmithKline Beecham P. O. Box 7929 P. O. Box 7929 Philadelphia, PA 19101 Philadelphia, PA 19101 David T. McLaughlin Chairman, CBS Corporation The Gallery - Suite 205 Chairman and Chief Executive Officer 46 Newport Road Orion Safety Products New London, NH 03257 The Gallery - Suite 205 46 Newport Road New London, NH 03257 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 Raymond W. Smith Chairman Rothschild North America Inc. Rothschild North America Inc. 1251 Avenue of the Americas 1251 Avenue of the Americas New York, NY 10020 New York, NY 10020 Patty Stonesifer Co-chair and President Bill and Melinda Gates Foundation Bill and Melinda Gates Foundation P. O. Box 23350 P. O. Box 23350 Seattle, WA 98102 Seattle, WA 98102 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place NW 3314 Ross Place NW Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 7000 Cardinal Place 7000 Cardinal Place Dublin, OH 43017 Dublin, OH 43017
Page 10 of 11 11 Executive Officers ------------------
Present Principal Occupation and Name, Tile and Business Address Address of Employment - ------------------------------- --------------------- Mel Karmazin President & Chief Executive Officer, CBS Corporation CBS Corporation 51 W. 52nd Street Chairman, President and Chief Executive Officer, New York, NY 10019 Infinity Broadcasting Corporation 51 West 52nd Street New York, NY 10019 Louis J. Briskman Executive Vice President and General Counsel CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Robert G. Freedline Vice President & Controller CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Fredric G. Reynolds Executive Vice President and CBS Corporation Chief Financial Officer 51 West 52nd Street CBS Corporation New York, NY 10019 51 West 52nd Street New York, NY 10019 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 Farid Suleman Senior Vice President, Finance & Treasurer, CBS Corporation CBS Corporation 40 W. 57th Street Executive Vice President, Chief Financial Officer New York, NY 10019 and Treasurer, Infinity Broadcasting Corporation 40 W. 57th Street New York, NY 10019
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