As Filed with the Securities and Exchange Commission on June 7, 2001
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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
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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)
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Class A Special Common Stock, 4,250,000 $40.625 $172,656,250 $43,164.06
par value $1.00 per share
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(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.
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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
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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
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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
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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).
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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.
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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.
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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
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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
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/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
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COMCAST CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Document
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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).
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