-----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, Ab3ILr8xWY+ZeYTOxZ99zu9cYck35a/T/xI8Xioico82gjrTqvcy4h/jRvoMdPFn nqggueeBzThfAu4GMcacwQ== 0000950103-00-001364.txt : 20001225 0000950103-00-001364.hdr.sgml : 20001225 ACCESSION NUMBER: 0000950103-00-001364 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001222 EFFECTIVENESS DATE: 20001222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST CORP CENTRAL INDEX KEY: 0000022301 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 231709202 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 002-78497 FILM NUMBER: 794765 BUSINESS ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 BUSINESS PHONE: 2156651700 MAIL ADDRESS: STREET 1: 1500 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102-2148 S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on December 22, 2000 Registration Nos. 002-78497, 002-81763, 33-41440, 33-25105, 33-54365, 33-54596, 33-52813, 33-03087, 33-38814, 33-25577 and 002-77691 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NOS. 1 AND 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- Comcast Corporation (Exact Name of issuer as specified in its charter) Pennsylvania 4841 23-1709202 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or Classification No.) Identification No.) organization) 1500 Market Street Philadelphia, PA 19102-2148 (215) 665-1700 (Address of principal executive offices) --------------------------- Comcast Corporation 1982 Incentive Stock Option Plan and Executive Nonqualified Restricted Stock Option and Incentive Stock Option Plan (formerly, 1977 Executive Nonqualified Restricted Stock Option Plan) The Comcast Corporation Retirement-Investment Plan Comcast Corporation 1987 Stock Option Plan Comcast Corporation 1986 Nonqualified Stock Option Plan Comcast Corporation 1972 Non-Qualified Restricted Stock Option Plan Storer Communications Retirement Savings Plan Jones Intercable, Inc. 1992 Stock Option Plan and a Separate Option for 200,000 Shares of Common Stock, $.01 par value Jones Intercable, Inc. et al Profit Sharing/Retirement Plan Jones Intercable, Inc. Non-Qualified Stock Option Plan Jones Intercable, Inc. Incentive Stock Option and Stock Appreciation Rights Plan Jones Intercable, Inc. 1983 Non-Qualified Stock Option Plan (Full title of the Plans) --------------------------- John R. Alchin Executive Vice President and Treasurer Comcast Corporation 1500 Market Street Philadelphia, PA 19102--2148 (Name and address of agent for service) Telephone number, including area code, of agent for service: (215) 665-1700 =============================================================================== EXPLANATORY NOTE Comcast Corporation (the "Registrant") and Jones Intercable, Inc. ("Jones Intercable") had previously filed Registration Statements on Form S-8 (Registration File Nos. 002-78497, 002-81763, 33-41440, 33-25105, 33-54365, 33-54596, 33-52813, 33-03087, 33-38814, 33-25577 and 002-77691) in connection with Comcast Corporation 1982 Incentive Stock Option Plan and Executive Nonqualified Restricted Stock Option and Incentive Stock Option Plan (formerly, 1977 Executive Nonqualified Restricted Stock Option Plan), Comcast Corporation Retirement-Investment Plan, Comcast Corporation 1987 Stock Option Plan, Comcast Corporation 1986 Nonqualified Stock Option Plan, Comcast Corporation 1972 Non-Qualified Restricted Stock Option Plan, Storer Communications Retirement Savings Plan, Jones Intercable, Inc. 1992 Stock Option Plan and a Separate Option for 200,000 Shares of Common Stock, $.01 par value, Jones Intercable, Inc. et al Profit Sharing/Retirement Plan, Jones Intercable, Inc. Non-Qualified Stock Option Plan, Jones Intercable, Inc. Incentive Stock Option and Stock Appreciation Rights Plan, Jones Intercable, Inc. 1983 Non-Qualified Stock Option Plan. On March 2, 2000, the Registrant acquired the approximate 60% interest in Jones Intercable that was previously owned by public shareholders and the approximate 40% interest in Jones Intercable that was previously held by Comcast Cable Communications, Inc. ("Comcast Cable"), a wholly owned subsidiary of the Registrant. Also on that date, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of the Registrant ("JOIN Holdings") with JOIN Holdings as the successor to Jones Intercable. On August 1, 2000, JOIN Holdings was merged with and into Comcast Cable with Comcast Cable as the successor to JOIN Holdings. The purpose of this Post-Effective Amendment Nos. 1 and 2 to the Registration Statements on Form S-8 (Registration File Nos. 002-78497, 002-81763, 33-41440, 33-25105, 33-54365, 33-54596, 33-52813, 33-03087, 33- 38814, 33-25577 and 002-77691) is to terminate the effectiveness of such Registration Statements and to deregister all of the securities originally registered thereby which remain unsold as of the date hereof. PART II ITEM 8. EXHIBITS The following exhibit is filed as part of the Registration Statement hereby amended: Exhibit No. - ----------- 24.1 Power of Attorney, included on Signature Page. 2 SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Nos. 1 and 2 to the original Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, Pennsylvania, on this 22nd day of December, 2000. COMCAST CORPORATION By: /s/ John R. Alchin, ---------------------------------- Name: John R. Alchin, Executive Vice President and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ralph J. Roberts, Brian L. Roberts, Julian A. Brodsky, John R. Alchin, Stanley Wang, Lawrence J. Salva and Arthur R. Block and each of them, his (her) true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him (her) and in his (her) name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), as well as any related registration statements for amendment thereto filed pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he (she) might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Ralph J. Roberts Chairman of the Board of December 22, 2000 - ---------------------------- Directors; Director Ralph J. Roberts /s/ Julian A. Brodsky Vice Chairman of the Board December 22, 2000 - ---------------------------- of Directors; Director Julian A. Brodsky /s/ Brian L. Roberts President; Director December 22, 2000 - ---------------------------- (Principal Executive Officer) Brian L. Roberts /s/ John R. Alchin Executive Vice President; December 22, 2000 - ---------------------------- Treasurer (Principal Financial John R. Alchin Officer) /s/ Lawrence J. Salva Senior Vice President December 22, 2000 - ---------------------------- (Principal Accounting Officer) Lawrence J. Salva /s/ Gustave G. Amsterdam Director December 22, 2000 - ---------------------------- Gustave G. Amsterdam 3 /s/ Sheldon M. Bonowitz Director December 22, 2000 - ---------------------------- Sheldon M. Bonovitz /s Joseph L. Castle II Director December 22, 2000 - ---------------------------- Joseph L. Castle II /s/ Bernard C. Watson Director December 22, 2000 - ---------------------------- Bernard C. Watson /s/ Irving A. Wechsler Director December 22, 2000 - ---------------------------- Irving A. Wechsler /s/ Anne Wexler Director December 22, 2000 - ---------------------------- Anne Wexler 4 -----END PRIVACY-ENHANCED MESSAGE-----