As filed
with the Securities and Exchange Commission on February 16, 2005
Registration
No. 333-119161
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT
NO. 1
to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
COMCAST
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Pennsylvania |
|
27-0000798 |
|
(State
or other jurisdiction
of
incorporation or organization) |
|
(IRS
Employer
Identification
No.) |
1500
Market Street
Philadelphia,
Pennsylvania 19102-2148
(215)
665-1700
(Address,
including zip code, and telephone
number
including area code, of registrant’s principal
executive
office)
Arthur R.
Block, Esq.
Senior
Vice President
Comcast
Corporation
1500
Market Street
Philadelphia,
Pennsylvania 19102-2148
(215)
665-1700
(Name,
address, including zip code and telephone number,
including
area code, of agent for service)
Copies of
all communications to:
|
Robert
A. Friedel |
Richard
D. Truesdell, Jr. |
|
Pepper
Hamilton LLP |
Davis
Polk & Wardwell |
|
3000
Two Logan Square |
450
Lexington Avenue |
|
Philadelphia,
Pennsylvania 19103 |
New
York, New York 10017 |
|
(215)
981-4000 |
(212)
450-4000 |
Approximate
date of commencement of proposed sale to the public: Not
applicable.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ¨
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY
NOTE
On
September 21, 2004, Comcast Corporation (the “Registrant”) filed
a Registration Statement on Form S-3 (Registration No. 333-119161) (as
subsequently amended prior to the date hereof, the “Registration
Statement”), which
registered 42,034,040 shares of the Registrant’s Class A Common Stock, par value
$.01 (the “A
Shares”) and
288,731 shares of the Registrant’s Class A Special Common Stock, par value $.01
(the “K
Shares”), to be
offered by J.P. Morgan Securities Inc. as part of the Stock Option Liquidity
Program (the “Program”)
established by the Registrant and JPMorgan Chase Bank.
J.P.
Morgan Securities Inc. sold 11,028,706 A Shares and 33,000 K Shares as part of
the Program. Following these sales, there are 31,005,334 A Shares and 255,731 K
Shares remaining unsold under the Registration Statement. Accordingly, the
Registrant is filing this Post-Effective Amendment No. 1 to deregister the
offering of 31,005,334 A Shares and 255,731 K Shares.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933 (the “Securities
Act”) and in
accordance with Rule 478(a)(4) under the Securities Act, Comcast Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on the
16th day of
February, 2005.
| |
COMCAST
CORPORATION
By:
/s/ Arthur R. Block
Arthur
R. Block
Senior
Vice President |