As Filed with the Securities and Exchange Commission on September 9, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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)
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CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
registered Registered Offering Price Per Share Aggregate Offering Price Registration
(1) (2) (2) Fee
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Class A Special Common Stock, 11,665,016 $ 33.63 $ 392,294,488 $ 36,091
par value $1.00 per share 13,334,984 $ 22.095 $ 294,636,471 $ 27,107
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TOTAL 25,000,000 $ 686,930,959 $ 63,198
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(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 paragraph (h) of Rule 457 solely for the purpose of
calculating the registration fee on the basis of: (i) the weighted average
of the option exercise price with respect to outstanding options to
purchase 11,665,016 shares and (ii) the average of the high and low sales
prices of shares of Class A Special Common Stock on the Nasdaq National
Market on September 5, 2002 with respect to the 13,334,984 shares subject
to future grant under the Plan.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed in order to register 25,000,000 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 Statements on Form S-8 of the Company relating to a certain
employee benefit plan of the Company.
The contents of the Registration Statements on Form S-8 as filed July 22,
1996, Registration No. 333-08577 and September 7, 2001, Registration Statement
No. 333-69146 as the same may be hereafter amended, are incorporated by
reference into this Registration Statement, with the exception of the Comcast
Corporation annual financial statements for the year ended December 31, 2001
and Independent Auditors' Report which are included as Exhibit 99.1 herein.
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 April 29, 2002).
5.1 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
99.1 Comcast Corporation annual financial statements for the year ended
December 31, 2001 and Independent Auditors' Report.
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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 September 9, 2002.
COMCAST CORPORATION
By: /s/ Lawrence J. Salva
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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 9, 2002
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Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the Board of Directors; Director September 9, 2002
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Julian A. Brodsky
/s/ Brian L. Roberts President; Director (Principal Executive Officer) September 9, 2002
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Brian L. Roberts
/s/ John R. Alchin Executive Vice President; Treasurer (Co-Principal September 9, 2002
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John R. Alchin Financial Officer)
/s/ Lawrence S. Smith Executive Vice President (Co-Principal Financial Officer) September 9, 2002
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Lawrence S. Smith
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/s/ Lawrence J. Salva Senior Vice President (Principal Accounting Officer) September 9, 2002
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Lawrence J. Salva
/s/ Decker Anstrom Director September 9, 2002
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Decker Anstrom
/s/ Sheldon M. Bonovitz Director September 9, 2002
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Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director September 9, 2002
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Joseph L. Castle II
__________________________ Director
Felix G. Rohatyn
/s/ Bernard C. Watson Director September 9, 2002
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Bernard C. Watson
/s/ Irving A. Wechsler Director September 9, 2002
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Irving A. Wechsler
__________________________ Director
Anne Wexler
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INDEX TO EXHIBITS
Exhibit
Number Document
4.1 Comcast Corporation 1996 Stock Option Plan (as amended and
restated, effective April 29, 2002).
5.1 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
99.1 Comcast Corporation's annual financial statements for the year
ended December 31, 2001 and Independent Auditors' Report.
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