SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Liberate
Technologies |
| (Name of Issuer) |
Common
Stock, $0.01 par value |
| (Title of Class of Securities) |
530129105 |
| (CUSIP Number) |
Arthur
R. Block, Esq. Comcast Corporation 1500 Market Street Philadelphia, PA 19102-1700 (215) 665-1700 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| Copies
to: Dennis S. Hersch Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
April
7,
2005 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 22 Pages
| CUSIP No. 530129105 | 13D | Page 2 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast Corporation |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Pennsylvania |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 3 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast Holdings Corporation |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Pennsylvania |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 4 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast Technology, Inc. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 5 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast Cable Communications Holdings, Inc. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 6 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast of Michigan, LLC |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 530129105 | 13D | Page 7 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast MO of Delaware, LLC |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o
|
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 530129105 | 13D | Page 8 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast MO Group, Inc. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 9 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast of Georgia, Inc. |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Colorado |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON CO |
||
| CUSIP No. 530129105 | 13D | Page 10 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Comcast STB Software LIB, LLC |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
| CUSIP No. 530129105 | 13D | Page 11 of 22 Pages |
| 1 | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Double C Technologies, LLC |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS Not applicable. |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
|
| 8 | SHARED
VOTING POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 9 | SOLE
DISPOSITIVE POWER 0 |
||
| 10 | SHARED
DISPOSITIVE POWER* 533,332 (shares issuable upon exercise of warrants) |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 533,332 (shares issuable upon exercise of warrants) |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% |
||
| 14 | TYPE
OF REPORTING PERSON OO |
||
The Reporting Persons
(defined herein below) hereby amend and supplement their Report on Schedule
13D, originally filed on January 14, 2005 (the “Schedule 13D”) with
respect to the shares of common stock, $0.01 par value (the “Shares”)
of Liberate Technologies, a Delaware corporation (the “Issuer”).
The Schedule 13D was filed jointly by the following persons (collectively, the “Reporting Persons”):
| (1) | Double C Technologies, LLC, a Delaware limited liability company (“Double C”); | |
| (2) | Comcast STB Software LIB, LLC, a Delaware limited liability company (“Comcast STB”); | |
| (3) | Comcast of Georgia, Inc., a Colorado corporation (“Comcast Georgia”); | |
| (4) | Comcast MO Group, Inc., a Delaware corporation (“Comcast MO Group”); | |
| (5) | Comcast MO of Delaware LLC, a Delaware limited liability company (“Comcast MO LLC”); | |
| (6) | Comcast of Michigan, LLC, a Delaware limited liability company (“Comcast Michigan”); | |
| (7) | Comcast Cable Communications Holdings, Inc., a Delaware corporation (“CCHI”); | |
| (8) | Comcast Technology, Inc., a Delaware corporation (“Comcast Technology”); | |
| (9) | Comcast Holdings Corporation, a Pennsylvania corporation (“Comcast Holdings”); and | |
| (10) | Comcast Corporation, a Pennsylvania corporation (“Comcast”). | |
The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth on the amended and restated Schedule A to this Statement.
Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
On April 7, 2005, the Transaction was consummated pursuant to the Asset Purchase Agreement. The Issuer received cash consideration of approximately $82 million in connection with the Transaction.
Upon the closing of the Transaction, the Voting Agreement entered into among David Lockwood, Lockwood Fund LLC and Double C, dated as of January 14, 2005, terminated in accordance with its terms.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the closing of the Transaction and termination of the Voting Agreement, Double C no longer has the right to vote or direct the voting of, and may no longer be deemed to be the beneficial owner of, the Shares that were subject to the Voting Agreement.
(b) As a result of the closing of the Transaction and termination of the Voting Agreement, Double C no longer has the power to vote or to direct the voting of the Shares that were subject to the Voting Agreement.
(e) As a result of the closing of the Transaction and termination of the Voting Agreement, as of April 7, 2005, the Reporting Persons may no longer be deemed to be the beneficial owners of more than five percent of the Shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Upon the closing of the Transaction, the Voting Agreement terminated in accordance with its terms.
Page 12 of 22
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 14, 2005
COMCAST
CORPORATION |
|||||
| By: | /s/ Arthur R. Block | ||||
| Name: | Arthur R. Block | ||||
| Title: | Senior Vice President | ||||
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
Following is a list of the directors and executive officers of the Reporting Persons, setting forth the residence or business address and present principal occupation or employment for each such person. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Comcast Corporation, each individual’s business address is 1500 Market Street, Philadelphia, Pennsylvania 19102 and each individual is a citizen of the United States of America.
Directors and Executive Officers of Comcast Corporation:
| Name | Residence or Business Address | Present Principal Occupation | ||
|
|
|
|
||
| Ralph J. Roberts* | Comcast Corporation | Chairman of the Executive and Finance | ||
| 1500 Market Street | Committee of the Board of Directors | |||
| Philadelphia, PA 19102 | ||||
| Brian L. Roberts* | Comcast Corporation | President, Chief Executive Officer and | ||
| 1500 Market Street | Chairman of the Board of Directors | |||
| Philadelphia, PA 19102 | ||||
| Stephen B. Burke | Comcast Corporation | Executive Vice President and Chief Operating | ||
| 1500 Market Street | Officer of Comcast Corporation | |||
| Philadelphia, PA 19102 | President of Comcast Cable Communications | |||
| John R. Alchin | Comcast Corporation | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | 1500 Market Street | Officer and Treasurer | ||
| Philadelphia, PA 19102 | ||||
| Lawrence S. Smith | Comcast Corporation | Executive Vice President and Co-Chief | ||
| 1500 Market Street | Financial Officer | |||
| Philadelphia, PA 19102 | ||||
| David L. Cohen | Comcast Corporation | Executive Vice President and Assistant | ||
| 1500 Market Street | Secretary | |||
| Philadelphia, PA 19102 | ||||
| Arthur R. Block | Comcast Corporation | Senior Vice President, General Counsel, | ||
| 1500 Market Street | Secretary and Assistant Treasurer | |||
| Philadelphia, PA 19102 | ||||
| Lawrence J. Salva | Comcast Corporation | Senior Vice President, Chief Accounting | ||
| 1500 Market Street | Officer and Controller | |||
| Philadelphia, PA 19102 | ||||
| S. Decker Anstrom* | Landmark Communications, Inc. | President and Chief Executive Officer of | ||
| 150 W. Brambleton Avenue | Landmark Communications, Inc. | |||
| Norfolk, VA 23510 | ||||
| C. Michael Armstrong* | 699 Hollow Tree Ridge Road | Retired Chairman and Chief Executive Officer | ||
| Darien, CT 06820 | of AT&T Corp. | |||
| Retired Chairman of Comcast Corporation | ||||
| Kenneth J. Bacon* | Fannie Mae | Interim Executive Vice President of Housing | ||
| 3900 Wisconsin Avenue, NW | and Community Development of Fannie Mae | |||
| Washington, DC 20016 | ||||
| Sheldon M. Bonovitz* | Duane Morris LLP | Chairman and Chief Executive Officer of | ||
| 4200 One Liberty Place | Duane Morris LLP | |||
| Philadelphia, PA 19103 | ||||
| Julian A. Brodsky* | Comcast Corporation | Non-Executive Vice Chairman of the Board of | ||
| 1500 Market Street | Directors | |||
| Philadelphia, PA 19102 | ||||
| Joseph L. Castle, II* | Castle Energy Corporation | Chairman and Chief Executive Officer of Castle | ||
| One Radnor Corporate Center | Energy Corporation | |||
| Suite 250 | ||||
| 100 Matsonford Road | ||||
| Radnor, PA 19087 | ||||
| Joseph J. Collins* | 155 Long Neck Point Road | Retired Chairman and Chief Executive Officer | ||
| Darien, CT 06820 | of Time Warner Cable | |||
| J. Michael Cook* | 980 Lake Avenue | Retired Chairman and Chief Executive Officer | ||
| Greenwich, CT 06831 | of Deloitte & Touche LLP | |||
| Dr. Judith Rodin* | 3101 Walnut Street | President of The Rockefeller Foundation | ||
| Philadelphia, PA 19014 | ||||
| Michael I. Sovern* | Sotheby’s Holdings, Inc. | Chairman of Sotheby’s Holdings, Inc. | ||
| 1334 York Avenue | ||||
| New York, NY 10021 |
Directors and Executive Officers of Comcast Holdings Corporation:
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | President, Chief Executive | President, Chief Executive Officer and | ||
| Officer and Director | Chairman of the Board of Directors | |||
| John R. Alchin | Executive Vice President, Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President, Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer and | Financial Officer | |||
| Director | ||||
| Lawrence J. Salva | Senior Vice President, Chief | Senior Vice President, Chief Accounting Officer | ||
| Accounting Officer and | and Controller | |||
| Controller | ||||
| David L. Cohen | Executive Vice President, | Executive Vice President and Assistant | ||
| Assistant Secretary and Director | Secretary | |||
| Arthur R. Block | Senior Vice President, General | Senior Vice President, General Counsel, | ||
| Counsel, Secretary, Assistant | Secretary and Assistant Treasurer | |||
| Treasurer and Director |
Page 15 of 22
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| James P. McCue | President and Director | President of Comcast Capital Corporation | ||
| 1201 N. Market Street, Suite 1000 | ||||
| Wilmington, DE 19801 | ||||
| C. Stephen Backstrom | Vice President, Treasurer and | Vice President – Taxation | ||
| Director | ||||
| Sandra W. Crowell | Assistant Treasurer, Assistant | Director of Treasury Operations of Comcast | ||
| Secretary and Director | Capital Corporation | |||
| 1201 N. Market Street, Suite 1000 | ||||
| Wilmington, DE 19801 | ||||
| William E. Dordelman | Vice President, Assistant | Vice President – Finance and Assistant | ||
| Treasurer and Director | Treasurer | |||
| Rosemarie S. Teta | Vice President, Assistant | Vice President of Comcast Capital Corporation | ||
| Treasurer, Assistant Secretary and | 1201 N. Market Street, Suite 1000 | |||
| Director | Wilmington, DE 19801 |
Directors and Executive Officers of Comcast Cable Communications Holdings, Inc.:
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | Chairman | President, Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||||
| Stephen B. Burke | President | Executive Vice President and Chief Operating | ||
| Officer of Comcast Corporation | ||||
| President of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President, Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President, Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer and | Financial Officer | |||
| Director | ||||
| David M. Fellows | Executive Vice President and | Executive Vice President and Chief Technology | ||
| Chief Technology Officer | Officer of Comcast Cable Communications | |||
| Bradley P. Dusto | President – West Division | President – West Division of Comcast Cable | ||
| Communications | ||||
| Stephen A. Burch | President – Atlantic Division | President – Atlantic Division of Comcast Cable | ||
| Communications | ||||
| David A. Scott | President – Midwest Division | President – Midwest Division of Comcast Cable | ||
| Communications | ||||
| John Ridall | President – Southern Division | President – Southern Division of Comcast Cable | ||
| Communications |
| Michael A. Doyle | President – Eastern Division | President – Eastern Division of Comcast Cable | ||
| Communications | ||||
| Charles W. Thurston | President – Ad Sales | President – Ad Sales of Comcast Cable | ||
| Communications | ||||
| David A. Juliano | President – Online and Voice | President – Online and Voice Services of | ||
| Services | Comcast Cable Communications | |||
| David L. Cohen | Executive Vice President, | Executive Vice President and Assistant | ||
| Assistant Secretary and Director | Secretary | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| Stephen E. Silva | Executive Vice President – | Executive Vice President – Business | ||
| Business Development | Development of Comcast Cable | |||
| Communications | ||||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Madison E. Bond | Executive Vice President – Cable | Executive Vice President – Cable Programming | ||
| Programming | of Comcast Cable Communications | |||
| Amy L. Banse | Executive Vice President – | Executive Vice President – Content | ||
| Content Development | Development of Comcast Cable | |||
| Communications | ||||
| Arthur R. Block | Senior Vice President, Assistant | Senior Vice President, General Counsel, | ||
| Treasurer, Secretary and Director | Secretary and Assistant Treasurer | |||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications | |||
| Executive Officers of Comcast of Michigan, LLC: | ||||
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | Chairman | President, Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||||
| Stephen B. Burke | President | Executive Vice President and Chief Operating | ||
| Officer of Comcast Corporation | ||||
| President of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President, Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President and Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer | Financial Officer | |||
| David M. Fellows | Executive Vice President and | Executive Vice President and Chief Technology | ||
| Chief Technology Officer | Officer of Comcast Cable Communications | |||
| David A. Scott | President – Midwest Division | President – Midwest Division of Comcast Cable | ||
| Communications | ||||
| David L. Cohen | Executive Vice President and | Executive Vice President and Assistant | ||
| Assistant Secretary | Secretary | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| Stephen E. Silva | Executive Vice President – | Executive Vice President – Business | ||
| Business Development | Development of Comcast Cable | |||
| Communications | ||||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Madison E. Bond | Executive Vice President – Cable | Executive Vice President – Cable Programming | ||
| Programming | of Comcast Cable Communications | |||
| Amy L. Banse | Executive Vice President – | Executive Vice President – Content | ||
| Content Development | Development of Comcast Cable | |||
| Communications | ||||
| Arthur R. Block | Senior Vice President, Assistant | Senior Vice President, General Counsel, | ||
| Treasurer and Secretary | Secretary and Assistant Treasurer | |||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications |
Executive Officers of Comcast MO of Delaware, LLC and Comcast STB Software LIB, LLC:
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | Chairman | President, Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||||
| Stephen B. Burke | President | Executive Vice President and Chief Operating | ||
| Officer of Comcast Corporation | ||||
| President of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President, Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President and Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer | Financial Officer | |||
| David M. Fellows | Executive Vice President and | Executive Vice President and Chief Technology | ||
| Chief Technology Officer | Officer of Comcast Cable Communications |
| David L. Cohen | Executive Vice President and | Executive Vice President and Assistant | ||
| Assistant Secretary | Secretary | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| Stephen E. Silva | Executive Vice President – | Executive Vice President – Business | ||
| Business Development | Development of Comcast Cable | |||
| Communications | ||||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Madison E. Bond | Executive Vice President – Cable | Executive Vice President – Cable Programming | ||
| Programming | of Comcast Cable Communications | |||
| Amy L. Banse | Executive Vice President – | Executive Vice President – Content | ||
| Content Development | Development of Comcast Cable | |||
| Communications | ||||
| Arthur R. Block | Senior Vice President, Assistant | Senior Vice President, General Counsel, | ||
| Treasurer and Secretary | Secretary and Assistant Treasurer | |||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications | |||
| Directors and Executive Officers of Comcast MO Group, Inc.: | ||||
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | Chairman | President, Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||||
| Stephen B. Burke | President | Executive Vice President and Chief Operating | ||
| Officer of Comcast Corporation | ||||
| President of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President, Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President, Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer and | Financial Officer | |||
| Director | ||||
| David M. Fellows | Executive Vice President and | Executive Vice President and Chief Technology | ||
| Chief Technology Officer | Officer of Comcast Cable Communications | |||
| David L. Cohen | Executive Vice President, | Executive Vice President and Assistant | ||
| Assistant Secretary and Director | Secretary | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| Stephen E. Silva | Executive Vice President – | Executive Vice President – Business | ||
| Business Development | Development of Comcast Cable | |||
| Communications | ||||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Madison E. Bond | Executive Vice President – Cable | Executive Vice President – Cable Programming | ||
| Programming | of Comcast Cable Communications | |||
| Amy L. Banse | Executive Vice President – | Executive Vice President – Content | ||
| Content Development | Development of Comcast Cable | |||
| Communications | ||||
| Arthur R. Block | Senior Vice President, Assistant | Senior Vice President, General Counsel, | ||
| Treasurer, Secretary and Director | Secretary and Assistant Treasurer | |||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications | |||
| Directors and Executive Officers of Comcast of Georgia, Inc.: | ||||
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Brian L. Roberts | Chairman | President, Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||||
| Stephen B. Burke | President | Executive Vice President and Chief Operating | ||
| Officer of Comcast Corporation | ||||
| President of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President , Co- | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Chief Financial Officer and | Officer and Treasurer | ||
| Treasurer | ||||
| Lawrence S. Smith | Executive Vice President and Co- | Executive Vice President and Co-Chief | ||
| Chief Financial Officer | Financial Officer | |||
| David M. Fellows | Executive Vice President and | Executive Vice President and Chief Technology | ||
| Chief Technology Officer | Officer of Comcast Cable Communications | |||
| Stephen A. Burch | President – Atlantic Division | President – Atlantic Division of Comcast Cable | ||
| Communications | ||||
| John Ridall | President – Southern Division | President – Southern Division of Comcast Cable | ||
| Communications | ||||
| David L. Cohen | Executive Vice President and | Executive Vice President and Assistant | ||
| Assistant Secretary | Secretary | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| Stephen E. Silva | Executive Vice President – | Executive Vice President – Business | ||
| Business Development | Development of Comcast Cable | |||
| Communications | ||||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Madison E. Bond | Executive Vice President – Cable | Executive Vice President – Cable Programming | ||
| Programming | of Comcast Cable Communications | |||
| Amy L. Banse | Executive Vice President – | Executive Vice President – Content | ||
| Content Development | Development of Comcast Cable | |||
| Communications | ||||
| Arthur R. Block | Senior Vice President, Assistant | Senior Vice President, General Counsel, | ||
| Treasurer, Secretary and Director | Secretary and Assistant Treasurer | |||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications |
Directors and Executive Officers of Double C Technologies, LLC:
| Name | Position | Present Principal Occupation | ||
|
|
|
|
||
| Stephen E. Silva | Chairman and Director | Executive Vice President – Business | ||
| Development of Comcast Cable | ||||
| Communications | ||||
| Robert S. Pick | Director | Senior Vice President – Corporate Development | ||
| of Comcast Corporation | ||||
| David M. Fellows | Director | Executive Vice President and Chief Technology | ||
| Officer of Comcast Cable Communications | ||||
| Mark E. Hess | Director | Senior Vice President – Digital Television of | ||
| Comcast Cable Communications | ||||
| Dallas S. Clement | Director | Senior Vice President, Strategy and | ||
| Development | ||||
| Cox Communications, Inc. | ||||
| 1400 Lake Hearn Drive, N.E. | ||||
| Atlanta, GA 30319 | ||||
| Stephen K. Necessary | Director | Vice President, Video Product Development | ||
| Cox Communications, Inc. | ||||
| 1400 Lake Hearn Drive, N.E. | ||||
| Atlanta, GA 30319 | ||||
| Neil Heller | President | Vice President – New Business Initiatives and | ||
| Operations of Comcast Cable Communications | ||||
| John R. Alchin | Executive Vice President and | Executive Vice President, Co-Chief Financial | ||
| (Citizen of Australia) | Treasurer | Officer and Treasurer of Comcast Corporation |
| Lawrence S. Smith | Executive Vice President | Executive Vice President and Co-Chief | ||
| Financial Officer of Comcast Corporation | ||||
| David M. Fellows | Executive Vice President | Executive Vice President and Chief Technology | ||
| Officer of Comcast Cable Communications | ||||
| David L. Cohen | Executive Vice President and | Executive Vice President and Assistant | ||
| Assistant Secretary and Director | Secretary of Comcast Corporation | |||
| Michael S. Tallent | Executive Vice President – | Executive Vice President – Administration and | ||
| Administration and Finance | Finance of Comcast Cable Communications | |||
| David N. Watson | Executive Vice President – | Executive Vice President – Operations of | ||
| Operations | Comcast Cable Communications | |||
| Arthur R. Block | Senior Vice President, Secretary | Senior Vice President, General Counsel, | ||
| and Assistant Treasurer | Secretary and Assistant Treasurer of Comcast | |||
| Corporation | ||||
| D. Douglas Gaston | Senior Vice President, General | Senior Vice President, General Counsel and | ||
| Counsel and Assistant Secretary | Assistant Secretary of Comcast Cable | |||
| Communications | ||||
| Ernest A. Pighini | Senior Vice President and | Senior Vice President and Controller of | ||
| Controller | Comcast Cable Communications |
Page 22 of 22