UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 VIACOM INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-2980402 - -------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 1515 Broadway New York, New York 10036 - -------------------------------------------------------------------------------- (Address of principal (Zip Code) executive offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box / / Securities to be registered pursuant to Section 12(b) of the Act: - -------------------------------------------------------------------------------- Title of each class Name of each exchange on which to be so registered each class is registered - ------------------- ------------------------------- NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: - -------------------------------------------------------------------------------- Class A Common Stock, par value $100 per share. - -------------------------------------------------------------------------------- (Title of Class) 5% Class A Senior Cumulative Exchangeable Preferred Stock - -------------------------------------------------------------------------------- (Title of Class) BACKGROUND - ---------- Viacom, Inc., a Delaware corporation ("Viacom"), is offering the holders of its Class A Common Stock and Class B Common Stock (collectively, the "Viacom Common Stock") the opportunity to exchange all or a portion of their shares of Viacom Common Stock for shares of Class A Common Stock, par value $100 per share (the "Class A Common Stock"), of the Registrant (the "Viacom Exchange"). On the date of, and immediately prior to the closing of the Viacom Exchange (and prior to the issuance of the securities being registered hereby), the registrant will amend and restate its Certificate of Incorporation (as so amended, the "Restated Certificate of Incorporation") to , among other things, (i) change its name to TCI Pacific communications, Inc. and (ii) redesignate its existing common stock into shares of Class A Common Stock and Class B Common Stock, par value $.01 per share ("Class B Common Stock"). Immediately thereafter, TCI Communications, Inc., a Delaware corporation ("TCIC"), will purchase 100 newly issued shares of the Registrant's Class B Common Stock. Upon the issuance of the Class B Common Stock to TCIC, each share of the Registrant's Class A Common Stock issued in the Viacom Exchange will automatically convert into one share of the Registrant's 5% Class A Senior Cumulative Exchangeable Preferred Stock, par value $100 per share (the "Preferred Stock"). The Class A Common stock and the Preferred Stock constitute the classes of securities being registered on this Registration Statement on Form 8-A. The Registrant has filed a Registration Statement on Form S-4, as amended by Amendment No. 1 on November 21, 1995, Amendment No. 2 on January 18, 1996, Amendment No. 3 on May 24, 1996, Amendment No. 4 on June 19, 1996 and Amendment No. 5 on June 24, 1996 (Registration No. 33-64467) (the "Viacom Registration Statement") under the Securities Act of 1933, as amended, relating to the Class A Common Stock to be issued in the Viacom Exchange and the Preferred Stock to be issued by the Registrant upon conversion of the Class A Common Stock. Certain sections of the Prospectus of the Registrant (which also constitutes the Offering Circular of Viacom and is referred to herein as the "Offering Circular-Prospectus"), which forms a part of the Viacom Registration Statement, are incorporated herein by reference and made part of this Registration Statement on Form 8-A in response to certain items required by this Registration Statement on Form 8-A. Citations are to the caption headings of the Offering Circular-Prospectus and page references are to the pages in the Offering Circular-Prospectus. ITEM 1. DESCRIPTION OF REGISTRANT'S TO BE REGISTERED. Reference is made to the information under the caption headings "DESCRIPTION OF VII CABLE CAPITAL STOCK--Common Stock-General,"--VII Cable Class A Common Stock" and "--VII Cable Preferred Stock," on pages 96-110 of the Offering Circular-Prospectus, which information is incorporated herein by such reference. 1 Item 2. Exhibits. - ------- --------- (1) Form of Restated Certificate of Incorporation of Viacom International Inc. (2) By-laws of Viacom International Inc. (3) Form of Certificate of the Class A Common Stock, par value $100 per share. (4) Form of Certificate of the 5% Series A Senior Cumulative Exchangeable Preferred Stock, $100 par value per share, of Viacom International Inc. (5) The Viacom Registration Statement. 2 SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: June 24, 1996 VIACOM INTERNATIONAL INC. ------------------------- Registrant By: /s/ Michael D. Fricklas --------------------------- Name: Michael D. Fricklas Title: Senior Vice President Deputy General Counsel 3 EXHIBIT INDEX ------------- Exhibit No. Exhibit Page - ----------- ----------- -------- (1) Form of Restated Certificate of Incorporation of Viacom International Inc. (incorporated by reference to Exhibit 4.3(c) of the Registrant's Registration Statement on Form S-4 (Reg. No. 33-64467)). (2) By-laws of Viacom International Inc. (incorporated by reference to Exhibit 4.3(b) of the Registrant's Registration Statement on Form S-4 (Reg. No. 33-64467)). (3) Form of Certificate of the Class A Common Stock, par value $100 per share (incorporated by reference to Exhibit 4.4(a) of the Registrant's Registration Statement on Form S-4 (Reg. No. 33-64467)). (4) Form of Certificate of the 5% Series A Senior Cumulative Exchangeable Preferred Stock, Par Value $100 per share, of Viacom International Inc. (incorporated by reference to Exhibit 4.4(b) of the Registrant's Registration Statement on Form S-4 (Reg. No. 33-64467)). (5) The Registrant's Registration Statement on Form S-4 (incorporated herein by reference (Reg. No. 33-64467)).