S-8 1 ds8.txt FORM S-8 FOR COMCAST CORPORATION As Filed with the Securities and Exchange Commission on September 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 1996 STOCK OPTION 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 Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of to be registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee ----------------------------------------------------------------------------------------------------------------------------------- Class A Special Common Stock, 10,000,000 $ 36.49 $ 364,900,000 $ 91,225 par value $1.00 per share ===================================================================================================================================
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such additional shares as may result from anti-dilution adjustments under the Comcast Corporation 1996 Stock Option Plan (the "Plan").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 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 September 6, 2001. EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed in order to register 10,000,000 additional shares of Class A Special Common Stock, par value $1.00 per share ("Common Stock") of Comcast Corporation (the "Company"), with respect to the currently effective Registration Statement on Form S-8 of the Company relating to a certain employee benefit plan of the Company. The contents of the Registration Statement on Form S-8 as filed July 22, 1996, Registration No. 333-08577, as the same may be hereafter amended, are incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit Number Exhibit ------ ------- 4.1 Comcast Corporation 1996 Stock Option Plan (as amended and restated, effective June 5, 2001). 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). -2- 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 September 7, 2001. COMCAST CORPORATION By: /s/ Lawrence J. Salva ----------------------------- 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 September 7, 2001 ------------------------- Ralph J. Roberts /s/ Julian A. Brodsky Vice Chairman of the Board of Directors; September 7, 2001 ------------------------- Julian A. Brodsky Director /s/ Brian L. Roberts President; Director (Principal Executive September 7, 2001 ------------------------- Brian L. Roberts Officer)
-3- /s/ John R. Alchin Executive Vice President; Treasurer September 7, 2001 ------------------------- John R. Alchin Principal Financial Officer) /s/ Lawrence J. Salva Senior Vice President (Principal Accounting September 7, 2001 ------------------------- Lawrence J. Salva Officer) /s/ Decker Anstrom Director September 7, 2001 ------------------------- Decker Anstrom /s/ Sheldon M. Bonovitz Director September 7, 2001 ------------------------- Sheldon M. Bonovitz /s/ Joseph L. Castle II Director September 7, 2001 ------------------------- Joseph L. Castle II /s/ Felix G. Rohatyn Director September 7, 2001 ------------------------- Felix G. Rohatyn /s/ Bernard C. Watson Director September 7, 2001 ------------------------- Bernard C. Watson /s/ Irving A. Wechsler Director September 7, 2001 ------------------------- Irving A. Wechsler /s/ Anne Wexler Director September 7, 2001 ------------------------- Anne Wexler
-4- INDEX TO EXHIBITS Exhibit Number Document ------ -------- 4.1 Comcast Corporation 1996 Stock Option Plan (as amended and restated, effective June 5, 2001). 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-