-----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, BAxXVoDAwaJV7PcZF+HnoUcnQniZsCN5awpdUJln8YEZbXm80BBPzmi4zaLE48M3 kMEuYLqmTGN7wQUkKnoe0A== 0001339947-06-000282.txt : 20061109 0001339947-06-000282.hdr.sgml : 20061109 20061109143314 ACCESSION NUMBER: 0001339947-06-000282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Viacom Inc. CENTRAL INDEX KEY: 0001339947 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 203515052 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32686 FILM NUMBER: 061201323 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 258-6000 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: New Viacom Corp. DATE OF NAME CHANGE: 20050927 8-K 1 form8-k_110906.htm FORM 8-K 11/09/06

 

 

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): November 8, 2006

 

 

 

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.):

 

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 5 – Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)          On November 9, 2006, Viacom Inc. (“Viacom” or the “Company”) announced that Michael J. Dolan, Viacom’s Executive Vice President and Chief Financial Officer, had decided to leave the Company effective December 31, 2006.

(c)          On November 8, 2006, the Viacom Board of Directors elected Thomas E. Dooley, Viacom’s Senior Executive Vice President and Chief Administrative Officer, to succeed Mr. Dolan as Chief Financial Officer, effective January 1, 2007. Mr. Dooley also will continue in his capacities as the Company’s Senior Executive Vice President and Chief Administrative Officer and a member of the Board of Directors. The additional information required by this item was previously reported on a Form 8-K filed by the Company with the Securities and Exchange Commission on September 7, 2006 and is incorporated herein by reference in its entirety.

 

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

99

Press release dated November 9, 2006.

2

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/ Michael D. Fricklas

 

 

 

Name:

Michael D. Fricklas

 

 

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

Date:

November 9, 2006

 

3

Exhibit Index

Exhibit No.

Description of Exhibit

99

Press release dated November 9, 2006.

 

 

4

 

 

EX-99 2 exhibit-99_110906.htm PRESS RELEASE

Exhibit 99

VIACOM CHIEF FINANCIAL OFFICER MICHAEL J. DOLAN

TO LEAVE THE COMPANY AT END OF 2006

 

--Viacom Chief Administrative Officer Thomas Dooley

To Assume Additional Duties of CFO--

 

NEW YORK, November 9, 2006 -- Viacom Inc. (NYSE: VIA and VIA.B) announced today that Michael J. Dolan, Executive Vice President and Chief Financial Officer, will leave the company at the end of 2006. Thomas Dooley, Viacom Senior Executive Vice President and Chief Administrative Officer, will take on the additional duties of Chief Financial Officer following Mr. Dolan’s departure.

 

Mr. Dolan said: "I came to Viacom for the opportunity to help lead a newly minted public company out of the gate, and the challenge of setting it on a strong financial path. I am proud that we have accomplished these goals and that Viacom is very well-positioned financially to prosper and succeed. I leave with the knowledge and confidence that the company has all the capabilities and the resources it needs to move ahead under the very able leadership of Philippe Dauman. I am looking forward to working with Philippe and Tom over the coming weeks to ensure a smooth hand-off of all financial operations.”

 

Mr. Dauman, President and Chief Executive Officer of Viacom, said: "Mike made an invaluable contribution to Viacom during an important period in its history. His input and counsel since I became CEO have been extremely valuable. He has been an energetic and talented advocate for the company in the financial markets and I look forward to working with him through the rest of the year. All of us at Viacom thank him for his contributions and we wish him all the best in the future.

 

“I am extremely pleased that Tom has agreed to take on the additional duties of Chief Financial Officer. Tom is one of the most financially astute executives I have ever known with a keen understanding of Viacom’s businesses. We have been a

successful team for many years and I am absolutely certain he will build on the significant progress that Mike has achieved.”

 

Mr. Dooley was named Senior Executive Vice President and Chief Administrative Officer of Viacom in September 2006, reporting to Mr. Dauman, who was appointed President and Chief Executive Officer. Mr. Dooley has worked closely with Mr. Dauman for more than 20 years. Before joining Viacom, they had been Co-Chairmen and Chief Executive Officers of DND Capital Partners, L.L.C., a private equity firm specializing in media and telecommunication investments. Prior to forming DND Capital Partners in June 2000, Mr. Dooley was Deputy Chairman of Viacom Inc. with Mr. Dauman. He held various corporate positions at Viacom from 1980 to 2000, including member of the Executive Committee and Executive Vice President, Finance, Corporate Development and Communications, during which time he was the senior executive responsible for the company’s financial matters. Mr. Dooley served as a member of the Viacom Board from 1996 to 2000 and rejoined the Board in 2006.

 

Before joining Viacom in April 2005, Mr. Dolan was Chairman and Chief Executive Officer of Young & Rubicam Inc., a diversified advertising agency and marketing services company from 2000 to 2003, prior to which he was President and Chief Operating Officer (2000), as well as Vice Chairman and Chief Financial Officer (1996-2000). Mr. Dolan joined Y&R from PepsiCo, where he held a number of senior financial and operational positions beginning in 1990. Mr. Dolan began his career at Morgan Guaranty Trust (now J.P. Morgan) and later joined Booz Allen Hamilton, where he rose to partner and worked on strategy projects for the bank, media, industrial and consumer goods manufacturing sectors.

 

About Viacom

Viacom is a leading global entertainment content company, with prominent and respected brands in focused demographics. Engaging its audiences through television, motion pictures and digital platforms, Viacom reaches its audiences wherever they consume content. Viacom’s leading brands include the multiplatform

properties of MTV Networks, including MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land, Logo and more than 130 networks around the world, as well as digital assets such as Neopets, Xfire and Atom Entertainment; BET Networks; Paramount Pictures; Paramount Home Entertainment, DreamWorks and Famous Music. More information about Viacom and its businesses is available at www.viacom.com.

 

CONTACT:

Carl Folta

212-258-6352

carl.folta@viacom.com

 

 

 

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