-----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, PzKfK6D/NMlJluZIdEL5wHHvzKzXAAljA9nPz9bDGZ5SvybSrzP1tQmyRJFwrWhg n4KlKmrDgUHco/A2gOGYog== 0001021408-01-501765.txt : 20010608 0001021408-01-501765.hdr.sgml : 20010608 ACCESSION NUMBER: 0001021408-01-501765 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010607 EFFECTIVENESS DATE: 20010607 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 SEC ACT: SEC FILE NUMBER: 333-62482 FILM NUMBER: 1655869 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 1 ds8.txt FORM S-8 As Filed with the Securities and Exchange Commission on June 7, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________ COMCAST CORPORATION (Exact name of registrant as specified in charter) Pennsylvania 23-1709202 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1500 Market Street Philadelphia, PA 19102-2148 (Address of principal executive offices) COMCAST CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Arthur R. Block, Esquire Senior Vice President and General Counsel Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102-2148 (Name and address of agent for service) (215) 665-1700 (Telephone number, including area code, of agent for service) __________ CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registered registered (1) price per share (2) offering price (2) registration fee (2) - ------------------------------------------------------------------------------------------------------------------------------------ Class A Special Common Stock, 4,250,000 $40.625 $172,656,250 $43,164.06 par value $1.00 per share ====================================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices of shares of Class A Special Common Stock on June 1, 2001. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I of Form S-8 is included in documents to be given to the recipient of the securities registered hereby in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, as filed with the Securities and Exchange Commission (the "Commission") by Comcast Corporation (the "Registrant" or "Company"), are incorporated by reference in this Form S-8 Registration Statement (the "Registration Statement") and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the "Form 10-K") as filed with the Commission. (b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (the "Form 10-Q") as filed with the Commission. (c) The Company's Current Report on Form 8-K filed with the Commission on January 4, 2001. (d) The description of the Company's Class A Special Common Stock, $1.00 par value per share (the "Class A Special Common Stock") contained in the Company's registration statement on Form 8-A dated November 4, 1986 and as amended on Form 8-A/A filed on July 16, 1996 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "1934 Act"), which contain descriptions of the Class A Special Common Stock of the Company, and any amendment or reports filed for the purpose of updating such descriptions. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. -2- Item 4. Description of Securities Not Applicable Item 5. Interests of Named Experts and Counsel Not Applicable Item 6. Indemnification of Directors and Officers Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel, and related matters. Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director, officer, employee or agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, has no reasonable cause to believe his conduct was unlawful. Under Section 1743, indemnification is mandatory to the extent that the director, officer, employee or agent has been successful on the merits or otherwise in defense of any action or proceeding relating to third-party or derivative actions if the appropriate standards of conduct are met. Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation as authorized in the specific case upon a determination that the representative met the applicable standard of conduct set forth in those sections and such determination shall be made: (1) by the board of directors by majority vote of a quorum of directors not parties to the action or proceeding; (2) if a quorum is not obtainable and a majority of disinterested directors so directs, by independent legal counsel; or (3) by the shareholders. Section 1745 provides that expenses incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by -3- or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. Section 1746 provides generally that except in any case where the act or failure to act giving rise to the claim for indemnification is determined by the court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by this Subchapter of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Section 1746 also provides that a corporation may create a fund of any nature which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner its indemnification obligations. Section 1747 grants a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him in his capacity as officer or director, whether or not the corporation would have the power to indemnify him against that liability under this Subchapter of the BCL. Sections 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Sections 1741 through 1750 of the BCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans. Section 1750 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Sections 1741 through 1750 of the BCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such person. Section 7-2 of the Registrant's By-laws provides that the Registrant will indemnify any director or officer of the Registrant to the fullest extent permitted by Pennsylvania law against all expense, liability and loss reasonably incurred or suffered by such person in connection with any threatened pending or completed action, suit or proceeding (a "Proceeding") involving such person by reason of the fact that he or she is or was a director or officer of the Registrant or is or was serving at the request or for the benefit of the Registrant in any capacity for another corporation or other enterprise. No indemnification pursuant to Section 7-2 may be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Section 7-2 further provides that the right to indemnification includes the right to have the expenses incurred by the indemnified person in defending any Proceeding paid by the Registrant in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law. In addition, Section 7-2 provides that the Registrant may purchase and maintain insurance for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss whether or not the Registrant would have the power to indemnify such person under Pennsylvania or other law. The Registrant may also purchase and maintain insurance to insure its indemnification -4- obligations, whether arising under the By-laws or otherwise. Furthermore, Section 7-2 states that the Registrant may create a fund of any nature or otherwise may secure in any manner its indemnification obligations, whether arising under the By-laws or otherwise. Indemnification pursuant to Section 7-2 shall continue as to an indemnified person who has ceased to be a director or officer and shall inure to the benefit of his heirs, executors and administrators. Section 7-3 of the Registrant's By-laws states that the provisions of the By-laws relating to indemnification constitute a contract between the Registrant and each of its directors and officers which may be modified as to any director and officer only with that person's consent or as provided in Section 7-3. Furthermore, any repeal or amendment of the indemnification provisions of the By-laws adverse to any director or officer will apply only on a prospective basis. In addition, no repeal or amendment of the By-laws may affect the indemnification provisions of the By-laws so as to limit indemnification or the advancement of expenses in any manner unless adopted by (a) the unanimous vote of the directors of the Registrant then serving or (b) the affirmative vote of shareholders entitled to cast at least 80% of the votes that all shareholders are entitled to cast in the election of directors, provided that no such amendment will have a retroactive effect inconsistent with the preceding sentence. The Registrant has purchased directors and officers liability insurance for its directors and officers. Item 7. Exemption from Registration Claimed Not Applicable Item 8. Exhibits The following exhibits are filed as part of this Registration Statement. Exhibit Number Exhibit - ------ ------- 4.1 Comcast Corporation 2001 Employee Stock Purchase Plan. 5.1 Opinion of Pepper Hamilton LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of KPMG LLP. 23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on signature page). -5- Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. -6- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -7- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on June 6, 2001. COMCAST CORPORATION By: /s/ Lawrence J. Salva ----------------------------------------- Name: Lawrence J. Salva, Senior Vice President (Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang, Lawrence J. Salva and Arthur R. Block, and each or any of them, his/her true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this Registration Statement, 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, and each of them, 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 any of them, or their, his/her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date /s/ Ralph J. Roberts Chairman of the Board of Directors; Director June 6, 2001 - --------------------------- Ralph J. Roberts /s/ Julian A. Brodsky Vice Chairman of the Board of Directors; June 6, 2001 - --------------------------- Director Julian A. Brodsky /s/ Brian L. Roberts President; Director (Principal Executive Officer) June 6, 2001 - --------------------------- Brian L. Roberts
-8- /s/ John R. Alchin Executive Vice President; Treasurer (Principal June 6, 2001 - --------------------------- Financial Officer) John R. Alchin /s/ Lawrence J. Salva Senior Vice President (Principal Accounting June 6, 2001 - --------------------------- Officer) Lawrence J. Salva /s/ Decker Anstrom Director June 6, 2001 - --------------------------- Decker Anstrom /s/ Sheldon M. Bonovitz Director June 6, 2001 - --------------------------- Sheldon M. Bonovitz /s/ Joseph L. Castle II Director June 6, 2001 - --------------------------- Joseph L. Castle II /s/ Felix G. Rohatyn Director June 6, 2001 - --------------------------- Felix G. Rohatyn /s/ Bernard C. Watson Director June 6, 2001 - --------------------------- Bernard C. Watson /s/ Irving A. Wechsler Director June 6, 2001 - --------------------------- Irving A. Wechsler /s/ Anne Wexler Director June 6, 2001 - --------------------------- Anne Wexler
-9- COMCAST CORPORATION INDEX TO EXHIBITS Exhibit Number Document - ------ -------- 4.1 Comcast Corporation 2001 Employee Stock Purchase Plan. 5.1 Opinion of Pepper Hamilton LLP. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of KPMG LLP. 23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on signature page). -10- EX-4.1 2 dex41.txt COMCAST CORP. 2001 EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.1 COMCAST CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated, Effective June 6, 2001) 1. Purpose. ------- The Comcast Corporation 2001 Employee Stock Purchase Plan (the "Plan") is intended to encourage and facilitate the purchase of Shares of the Class A Special Common Stock of Comcast Corporation (the "Company"), by Eligible Employees of the Company and any Participating Companies, thereby providing such Eligible Employees with a personal stake in the Company and a long range inducement to remain in the employ of the Company and Participating Companies. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" within the meaning of section 423 of the Code. 2. Definitions. ----------- (a) "Account" means a bookkeeping account established by the ------- Committee on behalf of a Participant to hold Payroll Deductions. (b) "Affiliate" means, with respect to any Person, any other Person --------- that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control," including its correlative terms "controlled by" and "under common control with," mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. (c) "Board" means the Board of Directors of the Company. ----- (d) "Brokerage Account" means the brokerage account established under ----------------- the Plan by the Company for each Participant, to which Shares purchased under the Plan shall be credited. (e) "Change of Control" means any transaction or series of ----------------- transactions as a result of which any Person who was a Third Party immediately before such transaction or series of transactions owns then-outstanding securities of the Company having more than 50 percent of the voting power for the election of directors of the Company. (f) "Code" means the Internal Revenue Code of 1986, as amended. ---- (g) "Committee" means the Compensation Committee of the Board. --------- (h) "Company" means Comcast Corporation. ------- 1 (i) "Compensation" means an Eligible Employee's wages as reported on ------------ Form W-2 (i.e., wages as defined in section 3401(a) of the Code and all other ---- payments of compensation for which the Participating Company is required to furnish the employee a written statement under sections 6041(d) and 6051(a)(3) of the Code) from a Participating Company, reduced by reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits, but including salary reduction contributions and elective contributions that are not includible in gross income under sections 125 or 402(a)(8) of the Code. (j) "Election Form" means the written or electronic form acceptable ------------- to the Committee which an Eligible Employee shall use to make an election to purchase Shares through Payroll Deductions pursuant to the Plan. (k) "Eligible Employee" means an Employee who is not an Ineligible ----------------- Employee. (l) "Eligible Employer" means the Company and any subsidiary of the ----------------- Company, within the meaning of section 424(f) of the Code. (m) "Employee" means a person who is an employee of a Participating -------- Company. (n) "Fair Market Value" means the closing price per Share on the ----------------- principal national securities exchange on which the Shares are listed or admitted to trading or, if not listed or traded on any such exchange, on the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not listed or traded on any such exchange or system, the fair market value as reasonably determined by the Board or the Committee, which determination shall be conclusive. (o) "Five Percent Owner" means an Employee who, with respect to a ------------------ Participating Company, is described in section 423(b)(3) of the Code. (p) "Ineligible Employee" means an Employee who, as of an Offering ------------------- Commencement Date: (1) Is a Five Percent Owner; (2) Has been continuously employed by a Participating Company on a full-time basis for less than 90 days; (3) Has been continuously employed by a Participating Company on a part-time basis for less than one year; or (4) Is restricted from participating under Paragraph 3(b). For purposes of this Paragraph 2(p), an Employee is employed on a part-time basis if the Employee customarily works less than 20 hours per week. For purposes of this Paragraph 2(p), 2 an Employee is employed on a full-time basis if the Employee customarily works 20 or more hours per week. (q) "Offering" means an offering of Shares by the Company to Eligible -------- Employees pursuant to the Plan. (r) "Offering Commencement Date" means the first day of each January -------------------------- 1, April 1, July 1 and October 1 beginning on or after Offerings are authorized by the Board or the Committee, until the Plan Termination Date, provided that the first Offering Commencement Date shall be August 1, 2001. (s) "Offering Period" means the period extending from an Offering --------------- Commencement Date through the following Offering Termination Date. (t) "Offering Termination Date" means the last day of each March, ------------------------- June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event. (u) "Participant" means an Eligible Employee who has timely ----------- delivered an Election Form to the Committee in accordance with procedures established by the Committee. (v) "Participating Company" means, as provided in Schedule A to the --------------------- Plan, the Eligible Employers, if any, that are approved by the Board or the Committee from time to time. (w) "Payroll Deductions" means amounts withheld from a Participant's ------------------ Compensation pursuant to the Plan, as described in Paragraph 5. (x) "Person" means an individual, a corporation, a partnership, an ------ association, a trust or any other entity or organization. (y) "Plan" means the Comcast Corporation 2001 Employee Stock Purchase ---- Plan, as set forth in this document, and as may be amended from time to time. (z) "Plan Termination Date" means the earlier of: --------------------- (1) The Offering Termination Date for the Offering in which the maximum number of Shares specified in Paragraph 9 have been issued pursuant to the Plan; or (2) The date as of which the Board or the Committee chooses to terminate the Plan as provided in Paragraph 14. (aa) "Purchase Price" means 85 percent of the lesser of: (1) the Fair -------------- Market Value per Share on the Offering Commencement Date, or if such date is not a trading day, then on the next trading day thereafter or (2) the Fair Market Value per Share on the Offering Termination Date, or if such date is not a trading day, then on the trading day immediately preceding the Offering Termination Date. 3 (bb) "Roberts Family." Each of the following is a member of the -------------- Roberts Family: (1) Brian L. Roberts; (2) a lineal descendant of Brian L. Roberts; or (3) a trust established for the benefit of any of Brian L. Roberts and/or a lineal descendant or descendants of Brian L. Roberts. (cc) "Shares" means shares of the Company's Class A Special Common ------ Stock, par value, $1.00. (dd) "Successor-in-Interest" means the Participant's executor or --------------------- administrator, or such other person or entity to whom the Participant's rights under the Plan shall have passed by will or the laws of descent and distribution. (ee) "Terminating Event" means any of the following events: ----------------- (1) the liquidation of the Company; or (2) a Change of Control. (ff) "Third Party" means any Person, together with such Person's ----------- Affiliates, provided that the term "Third Party" shall not include the Company, an Affiliate of the Company or any member or members of the Roberts Family. (gg) "Termination Form" means the written or electronic form ---------------- acceptable to the Committee which an Employee shall use to discontinue participation during an Offering Period pursuant to Paragraph 7(b). 3. Eligibility and Participation. ----------------------------- (a) Eligibility. Except to the extent participation is restricted ----------- under Paragraph 3(b), each Eligible Employee shall be eligible to participate in the Plan. (b) Restrictions on Participation. Notwithstanding any provisions ----------------------------- of the Plan to the contrary, no Employee shall be eligible to purchase Shares in an Offering to the extent that: (1) Immediately after the purchase of Shares, such Employee would be a Five Percent Owner; or (2) A purchase of Shares would permit such Employee's rights to purchase stock under all employee stock purchase plans of the Participating Companies which meet the requirements of section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair 4 market value (as determined pursuant to section 423(b)(8) of the Code) for each calendar year in which such right to purchase Shares is outstanding. (c) Commencement of Participation. An Eligible Employee shall become a ----------------------------- Participant by completing an Election Form and filing it with the Committee on or before the 15th day of the month immediately preceding the Offering Commencement Date for the first Offering to which such Election Form applies. Payroll Deductions for a Participant shall commence on first payroll period ending after the applicable Offering Commencement Date when his or her authorization for Payroll Deductions becomes effective, and shall end on the Plan Termination Date, unless sooner terminated by the Participant pursuant to Paragraph 7(b). 4. Shares Per Offering. ------------------- The Plan shall be implemented by a series of Offerings that shall commence after Offerings have been authorized by the Board or the Committee, and terminate on the Plan Termination Date. Offerings shall be made with respect to Compensation accumulated during each Offering Period for the period commencing with the first day of the first Offering Period (when such Offering Period is authorized by the Board or the Committee) and ending with the Plan Termination Date. Shares available for any Offering shall be the difference between the maximum number of Shares that may be issued under the Plan, as determined pursuant to Paragraph 8(a), for all of the Offerings, less the actual number of Shares purchased by Participants pursuant to prior Offerings. If the total number of Shares subject to purchase under the Plan on any Offering Termination Date exceeds the maximum number of Shares available, the Board or the Committee shall make a pro rata allocation of Shares available for delivery and distribution in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable, and the unapplied Account balances shall be returned to Participants as soon as practicable following the Offering Termination Date. 5. Payroll Deductions. ------------------ (a) Amount of Payroll Deductions. On the Election Form, an Eligible ---------------------------- Employee may elect to have Payroll Deductions of not more than 10 percent of Compensation earned for each payroll period ending within the Offering Period, subject to the limitation that the maximum amount of Payroll Deductions for any Eligible Employee for any calendar year shall not exceed $10,000. The rules established by the Committee regarding Payroll Deductions, as reflected on the Election Form, shall be consistent with section 423(b)(5) of the Code. (b) Participants' Accounts. All Payroll Deductions with respect to a ---------------------- Participant pursuant to Paragraph 5(a) shall be credited to the Participant's Account under the Plan. (c) Changes in Payroll Deductions. A Participant may discontinue Payroll ----------------------------- Deductions during an Offering Period by providing a Termination Form to the Committee at any time before the Offering Termination Date applicable to any Offering. No other change can be made during an Offering, including, but not limited to, changes in the amount of Payroll Deductions for such Offering. A Participant may change the amount of Payroll Deductions for subsequent Offerings by giving written notice (or notice in another form pursuant to procedures 5 established by the Committee) of such change to the Committee on or before the 15th day of the month immediately preceding the Offering Commencement Date for the Offering for which such change is effective. 6. Purchase of Shares. ------------------ (a) In General. On each Offering Termination Date, each Participant shall ---------- be deemed to have purchased a number of whole Shares equal to the quotient obtained by dividing the balance credited to the Participant's Account as of the Offering Termination Date, by the Purchase Price, rounded to the next lowest whole Share. Shares deemed purchased by a Participant under the Plan shall be credited to the Participant's Brokerage Account as soon as practicable following the Offering Termination Date. (b) Terminating Events. The Company shall give Participants at least 30 ------------------ days' notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. The 20th day following the issuance of such notice by the Company (or such earlier date as the Board or the Committee may reasonably determine) shall constitute the Offering Termination Date for any outstanding Offering. (c) Fractional Shares and Minimum Number of Shares. Fractional Shares ---------------------------------------------- shall not be issued under the Plan. Amounts credited to an Account remaining after the application of such Account to the purchase of Shares under the Plan shall be credited to the Participant's Account for the next succeeding Offering, or, at the Participant's election, returned to the Participant as soon as practicable following the Offering Termination Date, without interest. (d) Transferability of Rights to Purchase Shares. No right to purchase -------------------------------------------- Shares pursuant to the Plan shall be transferable other than by will or by the laws of descent and distribution, and no such right to purchase Shares pursuant to the Plan shall be exercisable during the Participant's lifetime other than by the Participant. 7. Termination of Participation. ---------------------------- (a) Account. Except as provided in Paragraph 7(c), no amounts shall be ------- distributed from Participants' Accounts during an Offering Period. (b) Suspension of Participation. A Participant may discontinue Payroll --------------------------- Deductions during an Offering Period by providing a Termination Form to the Committee at any time before the Offering Termination Date applicable to any Offering. All amounts credited to such Participant's Account shall be applied to the purchase of Shares pursuant to Paragraph 6. A Participant who discontinues Payroll Deductions during an Offering Period shall not be eligible to participate in the Offering next following the date on which the Participant delivers the Termination Form to the Committee. 6 (c) Termination of Employment. Upon termination of a Participant's ------------------------- employment for any reason, all amounts credited to such Participant's Account shall be returned to the Participant, or, following the Participant's death, to the Participant's Successor-in-Interest. 8. Interest. -------- No interest shall be paid or allowed with respect to Payroll Deductions paid into the Plan or credited to any Participant's Account. 9. Shares. ------ (a) Maximum Number of Shares; Adjustments. Subject to adjustment as ------------------------------------- provided in this Paragraph 9, not more than 4,250,000 Shares in the aggregate may be issued pursuant to the Plan pursuant to Offerings under the Plan. Shares delivered pursuant to the Plan may, at the Company's option, be either treasury Shares or Shares originally issued for such purpose. In the event that Shares are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company, the Board or the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of shares of stock available for issuance under the Plan, to the number and class of shares of stock subject to outstanding Offerings and to the Purchase Price. Any reference to the Purchase Price in the Plan and in any related documents shall be a reference to the Purchase Price as so adjusted. Any reference to the term "Shares" in the Plan and in any related documents shall be a reference to the appropriate number and class of shares of stock available for issuance under the Plan, as adjusted pursuant to this Paragraph 9. The Board's or the Committee's adjustment shall be effective and binding for all purposes of this Plan. All Shares issued pursuant to the Plan shall be validly issued, fully paid and nonassessable. (b) Participant's Interest in Shares. A Participant shall have no -------------------------------- interest in Shares offered under the Plan until Shares are credited to the Participant's Brokerage Account. (c) Crediting of Shares to Brokerage Account. Shares purchased under the ---------------------------------------- Plan shall be credited to the Participant's Brokerage Account as soon as practicable following the Offering Termination Date. (d) Restrictions on Purchase. The Board or the Committee may, in its ------------------------ discretion, require as conditions to the purchase of any Shares under the Plan such conditions as it may deem necessary to assure that such purchase of Shares is in compliance with applicable securities laws. 7 10. Expenses. -------- The Participating Companies shall pay all fees and expenses incurred (excluding individual Federal, state, local or other taxes) in connection with the Plan. No charge or deduction for any such expenses will be made to a Participant upon the termination of his or her participation under the Plan or upon the distribution of certificates representing Shares purchased with his or her Payroll Deductions. 11. Taxes. ----- The Participating Companies shall have the right to withhold from each Participant's Compensation an amount equal to all federal, state, city or other taxes as the Participating Companies shall determine are required to be withheld by them in connection with the purchase of Shares under the Plan and in connection with the sale of Shares acquired under the Plan. In connection with such withholding, the Participating Companies may make any such arrangements as they may deem necessary or appropriate to protect their interests. 12. Plan and Contributions Not to Affect Employment. ----------------------------------------------- The Plan shall not confer upon any Eligible Employee any right to continue in the employ of the Participating Companies. 13. Administration. -------------- The Plan shall be administered by the Committee. The Board and the Committee shall have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations deemed necessary or advisable in administering the Plan, with or without the advice of counsel. The Committee may delegate its administrative duties, subject to its review and supervision, to the appropriate officers and employees of the Company. The determinations of the Board and the Committee on the matters referred to in this Paragraph 13 shall be conclusive and binding. 14. Amendment and Termination. ------------------------- The Board or the Committee may terminate the Plan at any time and may amend the Plan from time to time in any respect; provided, however, that upon any termination of the Plan, all Shares or Payroll Deductions (to the extent not yet applied to the purchase of Shares) under the Plan shall be distributed to the Participants, provided further, that no amendment to the Plan shall affect the right of any Participant to receive his or her proportionate interest in the Shares or his or her Payroll Deductions (to the extent not yet applied to the purchase of Shares) under the Plan, and provided further that the Company may seek shareholder approval of an amendment to the Plan if such approval is determined to be required by or advisable under the regulations of the Securities and Exchange Commission or the Internal Revenue Service, the rules of any stock exchange or system on which the Shares are listed or other applicable law or regulation. 8 15. Effective Date. -------------- The Plan shall be effective on December 20, 2000, the date it was adopted by the Board, subject to approval by the Company's shareholders within one year of the adoption of the Plan by the Board. This amendment and restatement of the Plan is effective on June 6, 2001. Any rights to purchase Shares made available before the approval of the Plan by the Company's shareholders shall be expressly conditioned upon such approval, and no Share certificates shall be issued until such approval. If shareholder approval is not received within 12 months before or after the date of the initial adoption of the Plan by the Board, no Share certificates shall be issued and all amounts credited to Participants' Accounts with respect to such Shares shall be returned to Participants as soon as administratively practicable. 16. Government and Other Regulations. -------------------------------- (a) In General. The purchase of Shares under the Plan shall be subject to ---------- all applicable laws, rules and regulations, and to such approvals by any governmental agencies as may be required. (b) Securities Law. The Committee shall have the power to make each -------------- Offering under the Plan subject to such conditions as it deems necessary or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) promulgated by the Securities and Exchange Commission thereunder. 17. Non-Alienation. -------------- No Participant shall be permitted to assign, alienate, sell, transfer, pledge or otherwise encumber his right to purchase Shares under the Plan prior to time that Shares are credited to the Participant's Brokerage Account. Any attempt at assignment, alienation, sale, transfer, pledge or other encumbrance shall be void and of no effect. 18. Notices. ------- Any notice required or permitted hereunder shall be sufficiently given only if delivered personally, telecopied, or sent by first class mail, postage prepaid, and addressed: 9 If to the Company: ----------------- Comcast Corporation 1500 Market Street Philadelphia, PA, 19102 Fax: 215-981-7794 Attention: General Counsel --------- Or any other address provided pursuant to notice provided by the Committee. If to the Participant: --------------------- At the address on file with the Participating Company from time to time, or to such other address as either party may hereafter designate in writing (or via such other means of communication permitted by the Committee) by notice similarly given by one party to the other. 19. Successors. ---------- The Plan shall be binding upon and inure to the benefit of any successors or assigns of the Company. 20. Severability. ------------ If any part of this Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of this Plan which shall continue in full force and effect. 21. Acceptance. ---------- The election by any Eligible Employee to participate in this Plan constitutes his or her acceptance of the terms of the Plan and his or her agreement to be bound hereby. 10 22. Applicable Law. -------------- This Plan shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, to the extent not preempted by applicable Federal law. Executed as of the 6th day of June, 2001. COMCAST CORPORATION By: /s/ Stanley Wang ------------------------------ Attest: /s/ Arthur R. Block -------------------------- 11 SCHEDULE A Participating Companies ----------------------- Comcast Corporation Comcast Cable Communications, Inc. and its subsidiaries Comcast Online Communications, Inc. 12 EX-5.1 3 dex51.txt OPINION OF PEPPER HAMILTON LLP Exhibit 5.1 Pepper Hamilton LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 215.981.4000 Fax 215.981.4750 June 6, 2001 Comcast Corporation 1500 Market Street Philadelphia, PA 19102-2148 Re: Comcast Corporation Registration Statement on Form S-8 Ladies and Gentlemen: Reference is made to a Registration Statement on Form S-8 of Comcast Corporation (the "Company") which is being filed with the Securities and Exchange Commission (the "Registration Statement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement. The Registration Statement covers 4,250,000 shares of the Company's Class A Special Common Stock, par value $1.00 per share (the "Shares"), which may be issued pursuant to the Comcast Corporation 2001 Employee Stock Purchase Plan (the "Plan"). We have examined the Registration Statement, including the exhibits thereto, the Company's Articles of Incorporation, as amended, the Company's By- laws, the Plan and such certificates, records, statutes and other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the authenticity of all documents submitted to us as copies of originals. Based on the foregoing, it is our opinion that the Shares, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. The opinion set forth above is limited to the Business Corporation Law of the Commonwealth of Pennsylvania, as amended and the federal securities laws as in effect on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of 1 persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Pepper Hamilton LLP Pepper Hamilton LLP 2 EX-23.1 4 dex231.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Comcast Corporation and its subsidiaries on Form S-8 of our reports dated February 23, 2001, appearing in the Annual Report on Form 10-K of Comcast Corporation and its subsidiaries for the year ended December 31, 2000. /s/ Deloitte & Touche LLP Philadelphia, Pennsylvania June 6, 2001 EX-23.2 5 dex232.txt CONSENT OF KPMG LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors QVC, Inc. We consent to incorporation by reference in the registration statement on Form S-8 of Comcast Corporation of our report dated February 3, 1999, with respect to the consolidated statements of operations and comprehensive income, shareholders' equity, and cash flows of QVC, Inc. and subsidiaries for the year ended December 31, 1998, which report is included as an exhibit to the Form 10-K of Comcast Corporation for the year ended December 31, 2000. /s/ KPMG LLP Philadelphia, Pennsylvania June 6, 2001 -----END PRIVACY-ENHANCED MESSAGE-----