As Filed with the Securities and Exchange Commission on November 19, 2002
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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 its charter)
Pennsylvania 4841 27-0000798
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
Tel: (215) 665-1700
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
AT&T BROADBAND CORP. ADJUSTMENT PLAN
AT&T BROADBAND DEFERRED COMPENSATION PLAN
AT&T BROADBAND LONG TERM SAVINGS PLAN
COMCAST CORPORATION 2002 DEFERRED COMPENSATION PLAN
COMCAST CORPORATION 2002 DEFERRED STOCK OPTION PLAN
COMCAST CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN
COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN
COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
COMCAST CORPORATION 2002 STOCK OPTION PLAN
COMCAST CORPORATION 1987 STOCK OPTION PLAN
COMCAST-SPECTACOR 401(k) PLAN
(Full title of the plan)
Arthur R. Block, Esq.
Senior Vice President, General Counsel
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 to:
Dennis S. Hersch Andrew J. Rudolph
Davis Polk & Wardwell Pepper Hamilton LLP
450 Lexington Avenue 3000 Two Logan Square
New York, New York 10017 Philadelphia, PA 19103
Tel: (212) 450-4000 Tel: (215) 981-4000
Fax: (212) 450-3800 Fax: (215) 981-4750
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Aggregate Offering Price Registration
Registered (1)(2)(3)(4) (5) Fee
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Class A Common Stock, par
value $0.01 per share 161,995,832 Not applicable $ 2,987,741,177 $ 274,873
Deferred Compensation $ 718,000,000 100% $ 718,000,000 $ 66,056
Obligations
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(1) This registration statement (the "Registration Statement") registers the
issuance of 71,000,000 shares of the Class A Common Stock of Comcast
Corporation (the "Registrant"), par value $0.01 (the "Common Stock"), which
are issuable pursuant to the AT&T Broadband Corp. Adjustment Plan (the
"Broadband Adjustment Plan"), 2,000,000 shares of Common Stock which are
issuable pursuant to the AT&T Broadband Long Term Savings Plan (the
"Broadband Savings Plan" and together with the Broadband Adjustment Plan,
the "Broadband Plans"), 3,736,340 shares of Common Stock which are issuable
pursuant to the Comcast Corporation 2002 Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan"), 3,802,496 shares of Common Stock which are
issuable pursuant to the Comcast Corporation 2002 Restricted Stock Plan
(the "Restricted Stock Plan"), 3,000,000 shares of Common Stock which are
issuable pursuant to the Comcast Corporation Retirement-Investment Plan
(the "Retirement Investment Plan"), 71,414,548 shares of Common Stock which
are issuable pursuant to the Comcast Corporation 2002 Stock Option Plan
(the "2002 Stock Option Plan"), 6,842,448 shares of Common Stock which are
issuable pursuant to the Comcast Corporation 1987 Stock Option Plan (the
"1987 Stock Option Plan") and 200,000 shares of Common Stock which are
issuable pursuant to the Comcast-Spectacor 401(k) Plan (the
"Comcast-Spectacor 401(k) Plan" and together with the Employee Stock
Purchase Plan, the Restricted Stock Plan, the Retirement Investment Plan,
the 2002 Stock Option Plan and the 1987 Stock Option Plan, the "Comcast
Plans"). This Registration Statement also registers the issuance of
deferral elections relating to the shares issued under the Restricted Stock
Plan.
(2) The deferred compensation obligations to which this Registration Statement
relates (the "Deferred Compensation Obligations") arise under the Comcast
Corporation 2002 Deferred Compensation Plan (the "Deferred Compensation
Plan") for $300,000,000, the AT&T Broadband Deferred Compensation Plan (the
"Broadband Deferred Compensation Plan") for $18,000,000 and the Comcast
Corporation 2002 Deferred Stock Option Plan (the "Deferred Stock Option
Plan" and together with the Deferred Compensation Plan and the Broadband
Deferred Compensation Plan, the "Deferred Plans") for $400,000,000 and are
unsecured obligations of Comcast Corporation to pay deferred compensation
in the future pursuant to compensation deferral elections made by
participants in the Deferred Plans in accordance with the terms of the
Deferred Plans.
(3) Pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminate number of additional shares which may be necessary to adjust
the number of shares reserved for issuance pursuant to the Broadband Plans
or the Comcast Plans (together the "Stock Plans") for any future stock
split, stock dividend or similar adjustment of the outstanding Common Stock
of the Registrant.
(4) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Stock Plans described herein.
(5) Estimated pursuant to rule 457(c) and (h) under the Securities Act solely
for the purpose of calculating the registration fee on the basis of the
following: (i) in the case of shares of Common Stock which may be issued
upon exercise of outstanding options granted under the Comcast Plans, the
weighted average of the option exercise price of $28.60 with respect to
65,306,320 shares, (ii) in the case of shares of Common Stock for which
options have not yet been granted or prices of shares to be issued have not
been determined under the Comcast Plans, the average of the high and low
sale prices of Comcast Corporation Class A Common Stock on November 13,
2002, as reported on the Nasdaq National Market with respect to 23,689,512
shares, and (ii) in the case of shares of Common Stock which may be issued
under the Broadband Plans, the price per share of $7.64 based on the book
value of AT&T Broadband on September 30, 2002 with respect to 73,000,000
shares.
EXPLANATORY NOTE
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 19, 2001 by and among AT&T Corp. ("AT&T"), AT&T Broadband Corp. ("AT&T
Broadband"), Comcast Holdings Corporation, formerly known as Comcast Corporation
("Comcast Holdings"), AT&T Broadband Acquisition Corp. ("AT&T Broadband Merger
Sub"), Comcast Acquisition Corp. ("Comcast Merger Sub") and AT&T Comcast
Corporation ("AT&T Comcast"), AT&T and Comcast Holdings jointly formed a new
company, AT&T Comcast, with two subsidiaries, AT&T Broadband Merger Sub and
Comcast Merger Sub. On November 18, 2002, AT&T Broadband Merger Sub was merged
with and into AT&T Broadband and Comcast Merger Sub was merged with and into
Comcast Holdings. As a result, AT&T Broadband and Comcast Holdings each became a
wholly-owned subsidiary of AT&T Comcast, which was later renamed Comcast
Corporation (the "Registrant"). Pursuant to the Merger Agreement, the Registrant
assumed the obligations of Comcast Holdings and AT&T Broadband under the Stock
Plans and the Deferred Plans (together, the "Plans").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Plans as specified by Rule
428(b)(1) of the Securities Act. Such documents are not being filed with the
Securities and Exchange Commission (the "Commission"), but constitute, along
with the documents incorporated by reference into this Registration Statement, a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant will furnish without charge to each person to whom
the prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Comcast Corporation, 1500 Market Street, Philadelphia, Pennsylvania
19102, Attention: Arthur R. Block, Esq.; telephone number (215) 665-1700.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Commission by the
Registrant, Comcast Holdings, and AT&T are incorporated by reference in this
Form S-8 Registration Statement and made a part hereof:
a. The Registrant's Current Reports on Form 8-K filed
with the Commission on October 30, 2002;
b. The Registrant's Current Report on Form 8-K12G3
filed with the Commission on November 18, 2002;
c. Comcast Holdings' Annual Report on Form 10-K for the
year ended December 31, 2001, as filed with the Commission;
d. Comcast Holdings' annual financial statements for
the year ended December 31, 2001 and Independent Auditors' Report included as
Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-99343)
filed on September 9, 2002;
e. Comcast Holdings' Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2002, June 30, 2002 and September 30,
2002, as filed with the Commission;
f. Comcast Holdings' Current Reports on Form 8-K filed
with the Commission on May 3, 2002, July 10, 2002, August 1, 2002, September 26,
2002, October 4, 2002 and November 18, 2002;
g. The Comcast Corporation Retirement-Investment Plan's
annual report on Form 11-K for the year ended December 31, 2001, as filed with
the Commission;
h. AT&T's Annual Report on Form 10-K filed on April 1,
2002 for the year ended December 31, 2001, as filed with the Commission;
i. Amendment No. 1 to AT&T's Annual Report on Form
10-K/A for the year ended December 31, 2001, as filed with the Commission on May
3, 2002, excluding Exhibits 23c, 23d, 99a and 99b;
j. Amendment No. 2 to AT&T's Annual Report on Form
10-K/A for the year ended December 31, 2001, as filed with the Commission on May
13, 2002, excluding Exhibits 23c and 99a;
k. AT&T's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2002, June 30, 2002 and September 30, 2002, as
filed with the Commission;
l. AT&T's Current Reports on Form 8-K filed with the
Commission on January 4, 2002, February 5, 2002, February 21, 2002, April 16,
2002, April 25, 2002, May 13, 2002, May 29, 2002, June 5, 2002, June 11, 2002,
July 3, 2002, July 11, 2002, July 22, 2002, July 29, 2002, July 30, 2002, August
12, 2002, August 13, 2002, August 13, 2002, August 14, 2002, August 23, 2002,
October 10, 2002, October 22, 2002, October 30, 2002, November 4, 2002, November
7, 2002 and November 12, 2002;
m. AT&T Broadband Long Term Savings Plan's annual
report on Form 11-K for the year ended December 31, 2001, as filed with the
Commission on June 28, 2002; and
n. The description of the Registrant's Common Stock
included in the Registrant's registration statement on pages XV-10 through XV-17
of Form S-4, as amended (Reg. No. 333-82460) filed with the Commission on May
11, 2002, including any amendments or reports filed for the purpose of updating
such description in which there is described the terms, rights and provisions
applicable to the Registrant's Common Stock.
All documents filed by the Registrant 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.
Item 4. Description of Securities
Comcast Corporation 2002 Deferred Compensation Plan
The following description of the Deferred Compensation Obligations
of the Registrant under the Registrant's 2002 Deferred Compensation Plan (the
"Deferred Compensation Plan") is qualified by reference to the Deferred
Compensation Plan, which is included as an exhibit to this Registration
Statement. Capitalized terms used in this subsection of Item 4 and not otherwise
defined in this Registration Statement shall have the respective meanings
attributed to such terms in the Deferred Compensation Plan.
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The Deferred Compensation Obligations incurred by the Registrant
under the Deferred Compensation Plan will be unsecured general obligations of
the Registrant to pay the compensation deferred in accordance with the terms of
the Deferred Compensation Plan, and will rank equally with other unsecured and
unsubordinated indebtedness of the Registrant. Because the Registrant has
subsidiaries, the right of the Registrant, and hence the right of creditors of
the Registrant (including Participants in the Deferred Compensation Plan), to
participate in a distribution of the assets of a subsidiary upon its liquidation
or reorganization or otherwise, necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Registrant
itself as a creditor may be recognized.
Under the Deferred Compensation Plan, the Registrant will provide
Eligible Employees of the Registrant and each of the Registrant's subsidiaries
which is a Participating Company and members of the Registrant's Board of
Directors (the "Board") who are not employees of a Participating Company (the
"Outside Directors") with the opportunity to elect to defer all or a portion of
the compensation to be received from the Registrant or another Participating
Company, provided that sales commissions or similar payments or awards shall not
be included as compensation for purposes of the Deferred Compensation Plan, and
Severance Pay shall be included as compensation for purposes of the Deferred
Compensation Plan only to the extent permitted by the plan administrator, the
Subcommittee on Performance Based Compensation of the Compensation Committee of
the Board (the "Committee") in its sole discretion.
After July 9, 2002, all amounts credited to Participant's Accounts
will be credited with income, gains and losses as if it were invested in the
Income Fund. Each Participant who, as of July 9, 2002, has all or a portion of
his Account credited with income, gains and losses as if it were invested in the
Company Stock Fund may direct, as of December 31, 2002 or the last day of any
Plan Year, to have all or any portion of the amount credited to the Company
Stock Fund deemed transferred to the Income Fund. An investment fund election
shall continue in effect until revoked or superseded. Amounts subject to
distribution in installments shall be deemed invested in the Income Fund
beginning when installment distributions commence. In the absence of an
effective election, the Participant shall be deemed to have elected to have his
or her Account credited with income, gains and losses as if it were invested in
the Income Fund. Investment fund elections under the Deferred Compensation Plan
will be effective as of the first day of each Plan Year, provided that the
election is filed with the Committee on or before the close of business on
December 31 of the Plan Year preceding such Plan Year. A Participant may only
make an investment fund election with respect to the Participant's accumulated
Account as of the December 31 preceding the effective date of the election.
As defined in the Deferred Compensation Plan, the Income Fund is a
hypothetical investment fund pursuant to which income, gains and losses are
credited to a Participant's Account as if such Account, to the extent deemed
invested in the Income Fund, were credited with interest at the Applicable
Interest Rate. As defined in the Deferred Compensation Plan, the Applicable
Interest Rate means 12% per annum, compounded annually as of the last day of the
calendar year (the "Standard Applicable Interest Rate"), except to the extent
the Committee, in its sole discretion, designated for the period extending from
the date of a Participant's termination of employment to the date of his or her
Account's distribution in full an Applicable Interest Rate equal to the lesser
of (i) the Standard Applicable Interest Rate and (ii) the Prime Rate plus one
percent, compounded annually as of the last day of the calendar year.
As defined in the Deferred Compensation Plan, the Company Stock
Fund is a hypothetical investment fund pursuant to which income, gains and
losses are credited to a
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Participant's Account as if the Account, to the extent deemed invested in the
Company's Stock Fund, were invested in hypothetical shares of the Registrant's
Class A Common Stock, $0.01 par value (the "Company Stock"), and all dividends
and other distributions paid with respect to Company Stock were temporarily held
uninvested in cash and then reinvested, as of the next succeeding December 31,
in additional hypothetical shares of the Company Stock, based on the Fair Market
Value of the Company Stock as of such date.
Except as otherwise provided in the case of a liquidation of the
Registrant or a Change of Control, each Participant is permitted to specify by
election the method of distribution of any amount credited to his or her
Account. Under the terms of the Deferred Compensation Plan, a Participant may
elect from among the following methods of distribution: (i) a lump sum payment;
(ii) substantially equal annual installments over a period of five, ten or 15
years; and (iii) substantially equal monthly installments over a period not
exceeding 15 years.
If a Participant terminates employment (or, in the case of a
Participant who is an Outside Director, such Participant terminates service as
an Outside Director) because of disability, or the Participant becomes disabled
after termination of employment or service, the Participant may elect to change
the form of distribution and/or elect to accelerate the payment of the
distribution so that payment is made or commences on the January 2/nd/ of the
calendar year which begins after the date of disability. If a Participant
terminates employment or service due to death, or if a Participant dies after
termination of employment or service, the Participant's beneficiary or
beneficiaries may change the form of distribution and/or defer the payment of
the distribution on any portion of the Deceased Participant's Account which is
not due to be paid within six months after, nor within the calendar year of, the
date of the election. A Surviving Spouse who is the beneficiary may also elect
to defer payment until the Surviving Spouse's death. Notwithstanding the terms
of an election, if, upon the written application of a Participant, the Committee
determines that such Participant has a financial emergency of such a substantial
nature and beyond the individual's control that payment of amounts previously
deferred under the Deferred Compensation Plan is warranted, the Committee, in
its sole discretion, may authorize the immediate distribution to the Participant
of all or a portion of his or her Account.
The Deferred Compensation Plan provides that the Registrant shall
give Participants at least 30 days notice (or, if not practicable, such shorter
notice as may be reasonably practicable) prior to the anticipated date of the
consummation of a liquidation of the Registrant or a Change of Control (each a
"Terminating Event"). The Registrant may, in its discretion, provide in such
notice that notwithstanding any other provision of the Deferred Compensation
Plan or the terms of any election, upon the consummation of a Terminating Event,
the Account balance of each Participant shall be distributed in full.
Whether or not the Registrant is a Participant's employer, all
compensation deferred under the Deferred Compensation Plan will continue for all
purposes to be a part of the general funds of the Registrant and the
Participant's Account will at all times represent the general obligation of the
Registrant. Each Participant will be a general creditor of the Registrant with
respect to all of the Registrant's Deferred Compensation Obligations to the
Participant under the Deferred Compensation Plan, and will not have a secured or
preferred position with respect to his or her Account. Nothing contained in the
Deferred Compensation Plan shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind or to eliminate any priority or
preferred position of a Participant in a bankruptcy matter with respect to
claims for wages. Under the terms of the Deferred Compensation Plan, the right
of a Participant in or to an Account, benefit or payment under the Deferred
Compensation Plan shall not be subject in any manner to attachment or other
legal process for the debts of such Participant; and
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no such Account, benefit or payment shall be subject to anticipation,
alienation, sale, transfer, attachment, execution, garnishment, assignment or
encumbrance.
The Registrant, by action of the Board or the Committee, without
the consent of the Participants, may amend or modify the Deferred Compensation
Plan at any time, except that no such action shall change the Applicable
Interest Rate with respect to the portion of a Participant's Account that is
attributable to an election made with respect to compensation earned in a
calendar year and filed with the Committee before the date of such action. The
Registrant, by action of the Board, reserves the right at any time, or from time
to time, to terminate the Deferred Compensation Plan.
AT&T Broadband Deferred Compensation Plan
The following description of the deferred compensation obligations
of the Registrant under the AT&T Broadband Deferred Compensation Plan (the
"Broadband Deferred Compensation Plan") is qualified by reference to the
Broadband Deferred Compensation Plan, which is included as an exhibit to this
Registration Statement. The Broadband Deferred Compensation Plan is also
intended to operate as a successor plan to the MediaOne Group Deferred
Compensation Plan. Capitalized terms used in this subsection of Item 4 and not
otherwise defined in this Registration Statement shall have the respective
meanings attributed to such terms in the Broadband Deferred Compensation Plan.
The Broadband Deferred Compensation Plan is administered by the
Employee Benefits Committee which is appointed by the Board of Directors (the
"Administrator"). Pursuant to the Broadband Deferred Compensation Plan, the
Registrant will provide Eligible Employees the opportunity to participate in the
Broadband Deferred Compensation Plan by electing to defer a percentage of one or
more components of Eligible Compensation. Deferral Elections must be filed with
the Administrator on or before the last day of the enrollment period for the
Plan Year next following such enrollment period.
An Eligible Employee may elect to participate in the Broadband
Deferred Compensation Plan by filing a Deferral Election, directing his or her
annual Deferral Contributions to be credited on or after November 18, 2002 to
the Cash Account. All Matching Contributions credited on or after November 18,
2002 will also be credited to the Cash Account. Each Participant may elect on a
daily basis to transfer to his or her Cash Account amounts from his or her AT&T
Share Unit Account or Comcast Share Unit Account. However, no transfers may be
made from a Participant's Cash Account.
As of each Valuation Date, each Participant's Account will be
credited with a Deemed Investment Return, if any, for the period, based on the
portion of his or her Account that is allocated to each Investment Option. The
portion of an Account allocated to the Cash Account will be credited with a rate
of return based on certain adjustments to the rate of 10-year Treasury Notes.
The portion of an Account allocated to the AT&T Share Unit Account or the
Comcast Share Unit Account will be valued by reference to the price of the
applicable Common Stock. Participants are not entitled to any voting rights with
respect to AT&T Share Units or Comcast Share Units.
The value of amounts allocated to a Participant's Account will
always be distributed in cash. Upon termination of employment, generally, a
Participant's Account Balance will always be distributed beginning in the
calendar year selected by the Participant, in one lump sum payment or in annual
installments not exceeding ten years. However, if the total
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amount in the Account is less than $10,000, the amount shall automatically be
distributed as a lump sum payment.
If a Participant dies before Distribution begins, generally, the
Participant's Account Balance will be paid to his or her Beneficiary(ies) in a
single lump sum payment or over the number of annual installments selected by
the Participant. If the Participant dies after Distribution has begun,
generally, the Account Balance shall continue to be distributed as directed by
the Participant unless the Committee elects to accelerate the remaining
installments. If a Participant terminates his employment due to a Disability,
the Participant's Account will be distributed in accordance with the
Participant's Distribution Election in effect at such time of termination.
Funds invested under the Broadband Deferred Compensation Plan are
considered general assets of the Registrant and no Participant or Beneficiary
has any interest or rights in the funds. The Broadband Deferred Compensation
Plan constitutes a mere promise to make payments, if any, in the future. A
Participant's right to receive Benefits under the Broadband Deferred
Compensation Plan is no greater than the right of any unsecured general
creditor.
The Board of Directors or its delegate may amend, suspend or terminate
the Broadband Deferred Compensation Plan at any time. However, no amendment,
suspension or termination will retroactively impair or adversely affect the
right of any Participant or Beneficiary to Benefits under the Broadband Deferred
Compensation Plan to which they have become previously entitled. The Committee
may at any time add or delete any available Investment Options which may apply
to old and/or new Account Balances. Generally, Benefits under the Broadband
Deferred Compensation Plan may not be cancelled. However, a Participant may, at
the Administrator's discretion, forfeit his or her Matching Contributions
Subaccount Balance and the total cumulative Deemed Investment Return on
aggregate Deferral Contributions, and the payment of his or her remaining
Account Balance may be accelerated, under certain circumstances, including
termination for reasonable cause and/or engagement in activities adverse to the
Registrant. Because of the consummation of the AT&T Broadband Transaction, the
Broadband Deferred Compensation Plan may not be amended in any way that reduces
the Change in Control Benefit for a period of two years from the date of the
AT&T Broadband Transaction.
Comcast Corporation 2002 Deferred Stock Option Plan
The following description of the Deferred Compensation Obligations of
the Registrant under the 2002 Deferred Stock Option Plan (the "Deferred Stock
Plan") is qualified by reference to the Deferred Stock Plan, which is included
as an exhibit to this Registration Statement. Capitalized terms used in this
subsection of Item 4 and not otherwise defined in this Registration Statement
shall have the respective meanings attributed to such terms in the Deferred
Stock Option Plan. The Deferred Stock Plan is administered by the Compensation
Committee of the Board of Directors (the "Adminstrators" or the "Committee").
The Deferred Compensation Obligations incurred by the Registrant under
the Deferred Stock Plan will be unsecured general obligations of the Registrant
to pay the compensation deferred in accordance with the terms of the Deferred
Stock Plan and will rank equally with other unsecured and unsubordinated
indebtedness of the Registrant, from time to time outstanding, payable from the
general assets of the Registrant. Because the Registrant has subsidiaries, the
right of the Registrant, and hence the right of the creditors of the Registrant
(including Participants in the Deferred Stock Plan) to participate in a
distribution of the assets of a subsidiary upon its liquidation or
reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Registrant
itself as a creditor may be recognized.
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Under the Deferred Stock Plan, the Registrant will provide a select
group of management and highly compensated employees of the Registrant and each
of the Registrant's subsidiaries which is a Participating Company and members of
the Registrant's Board of Directors (the "Board") who are not employees of a
Participating Company (the "Outside Directors") with the opportunity to defer
the receipt of Shares upon the exercise of Options and to convert the right to
receive Shares to the right to receive the cash value thereof, plus interest
thereon from the date of such conversion, in accordance with the terms of the
Deferred Stock Plan.
The Deferred Stock Plan provides Eligible Employees, Outside
Directors, Former Outside Directors, Former Eligible Employees,
Successors-in-Interest or Permitted Transferees ("Participants") with the
opportunity to defer the receipt of Shares and the corresponding recognition of
compensation income upon the exercise of non-qualified stock options.
Participants must file an Initial Election for deferral of each Option, or a
portion of each Option, with the Administrator on or before a date that is (i)
six months prior to the exercise of an Option and (ii) in the calendar year
preceding the calendar year in which such Option is exercised. Each Participant
who elects to defer receipt of Shares shall, on the Initial Election, also elect
the distribution date for the Shares or any corresponding amounts which may be
credited to the Income Fund following a Diversification Election. Subject to
certain acceleration provisions enumerated under the Deferred Stock Plan,
distributions may be made between January 2/nd/ of the third calendar year
beginning after the date of the Initial Election and January 2/nd/ of the 11/th/
calendar year beginning after the date of the Initial Election. Participants who
are actively employed by the Registrant, who are in active service as Outside
Directors or who are certain Permitted Transferees ("Active Participants") may
make subsequent elections to defer the time of payment of all or part of the
Active Participant's Account for two to ten years from the previously elected
date by filing a Subsequent Election with the Administrator by the close of
business on June 30 of the calendar year in which the distribution would
otherwise be made.
Once a deferral election is made, upon the exercise of Options,
Participants' Accounts are credited in the form of Deferred Stock Units under
the Company Stock Fund. Each Participant may elect to have a portion of the
Participant's Account credited in the form of Deferred Stock Units under the
Company Stock Fund deemed liquidated and credited under the Income Fund if, and
to the extent that, it is approved by the Administrator of the Deferred Stock
Plan ("Diversification Elections"). Diversification Elections are available to
Participants (i) at any time that a registration statement filed under the
Securities Act of 1933, as amended, is effective with respect to the Deferred
Stock Plan and (ii) if, and to the extent that, the Diversification Election has
been approved, or is deemed approved, by the Administrator. Once these
conditions are met, Diversification Elections will become effective on the later
of the date designated by the Participant on his or her Diversification Election
or the next business day following the lapse of six months from the date
Deferred Stock Units are credited to his or her Account.
Each Participant whose Diversification Election has been approved, or
is deemed approved under the Deferred Stock Plan, by the Administrator may elect
to convert up to the approved percentage of Deferred Stock Units credited to the
Company Stock Fund that are attributable to any Option to the Income Fund. An
Outside Director's Diversification Election to convert up to 40% of the Deferred
Stock Units credited to the Company Stock Fund and attributable to the Income
Fund shall be deemed approved by the Administrator; an election by an Outside
Director to transfer an amount in excess of such 40% shall be deemed null and
void to the extent of such excess amount.
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As defined in the Deferred Stock Plan, the Income Fund is a
hypothetical investment fund pursuant to which an amount equal to the Fair
Market Value of the Deferred Stock Units subject to a Diversification Election
is credited as of the effective date of such Diversification Election and as to
which interest is credited thereafter until the date of distribution at the
Applicable Interest Rate. As defined in the Deferred Stock Plan, the Applicable
Interest Rate means 8% per annum, compounded annually as of the last day of the
calendar year (the "Standard Applicable Interest Rate"), or such other interest
rate as the Administrator establishes from time to time, except to the extent
the Administrator, in its sole and absolute discretion, designates for the
period extending from the date of a Participant's termination of employment to
the date of his or her Account's distribution in full an Applicable Interest
Rate equal to the lessor of (i) the Standard Applicable Interest Rate and (ii)
the Prime Rate plus one percent, compounded annually as of the last day of the
calendar year. The Administrator may delegate its authority to determine the
Applicable Interest Rate to an officer of the Registrant or a committee of two
or more officers of the Registrant.
As defined in the Plan, the Company Stock Fund means a hypothetical
investment fund pursuant to which Deferred Stock Units are credited with respect
to an Option subject to an Initial Election by the Participant, and thereafter
until the date of distribution or the effective date of a Diversification
Election, to the extent a Diversification Election applies to such Deferred
Stock Units, as applicable. The portion of a Participant's Account deemed
invested in the Company Stock Fund is treated as if such a portion of the
Account were invested in hypothetical shares of the Registrant's Common Stock or
Special Common Stock otherwise deliverable as Option Shares on the exercise of
an Option, and all dividends and other distributions paid with respect to Common
Stock or Special Common Stock were held uninvested in cash and credited with
interest at the Applicable Interest Rate as of the next succeeding December 31
(to the extent the Account continues to be deemed credited in the form of
Deferred Stock Units through such December 31).
If Shares distributable with respect to Deferred Stock Units credited
to the Company Stock Fund that are attributable to the Option as to which a
Diversification Election was made are distributed on or before the fifth
anniversary of the effective date of such Diversification Election, then, except
as may otherwise be provided by the Committee, in its sole and absolute
discretion, the following percentage of the Participant's Account credited to
the Income Fund and attributable to such Diversification Election will be
distributed simultaneously with such Shares, without regard to any election to
the contrary:
Distributable Percentage of
---------------------------
Corresponding Income Fund
-------------------------
Time that Shares are Distributable Amount
---------------------------------- ------
On or before the third anniversary of a Diversification
Election 60%
After the third anniversary of a Diversification Election and
on or before the fourth anniversary of a Diversification
Election 40%
After the fourth anniversary of a Diversification Election and
on or before the fifth anniversary of a Diversification Election 20%
-8-
After the fifth anniversary of a Diversification Election 0%
Deferred Stock Units credited to an Account shall be distributed in
lump sum in shares of Common Stock and/or Special Common Stock, as applicable.
Dividend Equivalents shall be distributed in a lump sum in cash. Amounts
credited to the Income Fund pursuant to a Diversification Election will be
distributed in a lump sum in cash.
If a Participant terminates employment (or, in the case of a
Participant who is an Outside Director, such Participant terminates service as
an Outside Director) because of disability, or the Participant becomes disabled
after termination of employment or service, the Participant may elect to (i)
leave the existing distribution in place; (ii) accelerate payment of the
distribution of the Account so that payment is made on the January 2/nd/ of the
calendar year which begins after the date of disability; or (iii) defer the
distribution of the benefit for a minimum of two additional years from the date
originally set for payment, provided that (a) all payments must be made on or
before the fifth anniversary of disability and (b) no other subsequent deferral
elections have been made. The Administrator has discretion to allow Disabled
Participants to defer distribution of any or all of the benefits in their
Account for a period of two to ten years from the original payment date. Such an
election must be filed before the close of business on June 30 of the calendar
year preceding the calendar year in which the original distribution of a benefit
would otherwise have commenced.
If a Participant retires and it is a "normal retirement" pursuant to
Comcast's employment policies, or if retirement is a normal retirement from the
Board of Directors, and the Participant is therefore considered a Retired
Participant for purposes of the Plan, or is the permitted transferee of a
Retired Participant, the Participant may (i) leave the existing distribution
election in place; or (ii) defer the distribution of the benefit for a minimum
of two additional years from the date originally set for payment, provided that
(a) all payments must be made on or before the 5th anniversary of retirement,
and (b) no other subsequent deferral elections have been made. A Retired
Participant may, in the Administrator's sole discretion, defer distribution on
any part or all of an Account for a minimum of two years and a maximum of ten
years from the original payment date. The deferral election must be filed on or
before the close of business on June 30 of the calendar year preceding the
calendar year in which the original distribution of the benefit would have
otherwise commenced.
If a Participant's employment or service terminates due to death, the
Beneficiary of the Deceased Participant may modify an election by making a
one-time election to accelerate within 120 days of the Participant's death,
whereby distribution will commence on a date that is the earlier of (A) six
months after the Participant's death or (B) the January 2/nd/ of the calendar
year which begins after the date of the Participant's death. A Beneficiary of a
Deceased Participant may also elect to defer payment of the Participant's
benefit. If the benefit is payable within six months of the Participant's death,
the Beneficiary may make a one-time election to defer payment for one year
following the date on which the payments would have commenced pursuant to the
previously elected payment date. Such an election must be made within 120 days
of the Participant's death. If the Participant's benefit becomes payable on a
previously elected payment date which is at least six months from the
Participant's date of death, a one-time election to defer payments for a period
of two to ten years from the previously elected payment date may be made by the
Beneficiary within 60 days of the Participant's death. If the Participant's
benefit becomes payable on a date which is at least six months from the
Participant's date of death and is not within the same calendar year as the
Participant's death, a one-time election to defer payments for a period of two
to ten years from the previously elected payment date may be made. A Surviving
Spouse of the Deceased Participant may choose to
-9-
defer the distribution of a benefit until his or her date of death. One deferral
election may generally be made (two deferral elections may be made by a
Surviving Spouse). The deferral election may be made at any time provided the
previously elected payment date is at least six months from the subsequent
election date and is not within the same calendar year as the subsequent
election date.
The Deferred Stock Plan provides that the Registrant shall give
Participants at least 30 days notice (or, if not practicable, such shorter
notice as may be reasonably practicable) prior to the anticipated date of the
consummation of a liquidation of the Registrant or a Change in Control (each a
"Terminating Event"). The Registrant may, in its complete and sole discretion,
provide in such notice that notwithstanding any other provision of the Deferred
Stock Plan or the terms of any election, upon the consummation of a Terminating
Event, the Account balance of each Participant shall be distributed in full and
any outstanding Initial Elections or Subsequent Elections shall be revoked.
Whether or not the Registrant is a Participant's employer, amounts
deferred under the Deferred Stock Plan will continue for all purposes to be a
part of the general funds of the Registrant and the Participant's Account will
at all times represent the general obligation of the Registrant. Each
Participant will be a general creditor of the Registrant with respect to all of
the Registrant's Deferred Compensation Obligations to the Participant under the
Deferred Stock Plan, and will not have a secured or preferred position with
respect to his or her Account. Nothing contained in the Deferred Stock Plan
shall be deemed to create an escrow, trust, custodial account or fiduciary
relationship of any kind or to eliminate any priority or preferred position of a
Participant in a bankruptcy matter with respect to claims for wages. Under the
terms of the Deferred Stock Plan, the right of a Participant in or to an
Account, benefit or payment under the Deferred Stock Plan shall not be subject
in any manner to attachment or other legal process for the debts of such
Participant; and no such Account, benefit or payment shall be subject to
anticipation, alienation, sale, transfer, pledge, assignment or encumbrance.
The Registrant, by action of the Board or Committee, without the
consent of Participants, may amend or modify the Deferred Stock Plan at any
time. The Registrant, by action of the Board, reserves the right at any time, or
from time to time, to terminate the Deferred Stock Plan.
Comcast Corporation 2002 Restricted Stock Plan
The Comcast Corporation 2002 Restricted Stock Plan (the "Restricted
Stock Plan") allows participants to elect to defer the receipt of restricted
stock to which restrictions have lapsed pursuant to the terms of an award and
the Restricted Stock Plan (the "Deferral Elections"). The following description
of the Deferral Elections which may be made pursuant to the Restricted Stock
Plan is qualified by reference to the Restricted Stock Plan, which is included
as an exhibit to this Registration Statement. The shares of Common Stock
issuable under the Restricted Stock Plan are not described herein as they are
registered pursuant to Section 12 of the 1934 Act. Capitalized terms used in
this subsection of Item 4 and not otherwise defined in this Registration
Statement shall have the respective meanings assigned to such terms in the
Restricted Stock Plan. The Deferral Elections will be unsecured obligations of
the Registrant to pay the shares deferred in accordance with the terms of the
Restricted Stock Plan. The Restricted Stock Plan is administered by the
Subcommittee on Performance Based Compensation of the Compensation Committee of
the Board of Directors of the Registrant (the "Plan Administrator").
-10-
Under the Restricted Stock Plan, the Registrant will provide certain
eligible management employees with the opportunity to defer receipt of Common
Stock, to which forfeiture restrictions may lapse for a period of two to ten
years from the vesting date. A Deferral Election must generally be filed by the
last day of the second calendar year that precedes the vesting date. If the
restrictions on an award of restricted stock do not lapse before the
distribution date identified in a Deferral Election because of a failure to
satisfy any condition precedent, a Deferral Election will be null and void. If
applicable restrictions on Common Stock may lapse within the same plan year as
the plan year in which the award is granted, an election to defer receipt of
those shares will be effective if it is the last day of the month that precedes
the month on which the applicable restrictions may lapse. The plan year is from
January 3 to the next January 2. Participants in the Restricted Stock Plan may
elect to re-defer receipt of any previously deferred shares for an additional
period of two to ten years if the election to defer receipt is made on or before
June 30th of the calendar year preceding the year in which the shares would
otherwise be paid.
Shares subject to a Deferral Election will be distributed by the
Registrant in accordance with the Restricted Stock Plan. In general, if a
participant's employment terminates before the end of a deferral period, the
participant will receive his or her shares on the date stated in the Deferral
Election form. However, if a participant dies before the end of a deferral
period, his or her estate or beneficiary may elect to: (1) defer the payment
date for two years from the scheduled payment date, provided that the payment
date may not be extended for more than five years from the date of death or (2)
accelerate the payment date to the January 2 of the calendar year beginning
after his or her death. If a participant becomes disabled before the scheduled
payment date, he or she may elect to accelerate the payment to January 2 of the
calendar year beginning after he or she becomes disabled. If a participant
retires before the end of a deferral period, he or she may elect to defer the
payment date for two years from the scheduled payment date, provided that the
payment date may not be extended for more than five years from the date of
retirement. The Plan Administrator has the authority to determine whether the
termination of a participant's employment is a "retirement."
The right to receive shares of Common Stock deferred under the
Restricted Stock Plan will at all times represent the general obligation of the
Registrant. Each participant will be a general creditor of the Registrant with
respect to his or her Deferral Elections. Nothing contained in the Restricted
Stock Plan will be deemed to create an escrow, trust, custodial account or
fiduciary relationship of any kind. Furthermore, nothing contained in the
Restricted Stock Plan or an award of restricted stock will be construed to
eliminate any priority or preferred position of a grantee in a bankruptcy matter
with respect to a claim for wages. The right to receive shares subject to a
Deferral Election will not be subject in any manner to attachment or other legal
process, assignment or encumbrance.
The Board of Directors of the Registrant has the authority to
terminate the Restricted Stock Plan at any time. Furthermore, the Restricted
Stock Plan may be amended by the Board of Directors or the Plan Administrator at
any time. No award of restricted stock granted under the Restricted Stock Plan
will be affected by any such termination or amendment without a participant's
written consent.
-11-
The Comcast Corporation Retirement-Investment Plan, Comcast-Spectacor 401(k)
Plan, AT&T Broadband Long Term Savings Plan, Comcast Corporation 2002 Employee
Stock Purchase Plan, Comcast Corporation 2002 Stock Option Plan, Comcast
Corporation 1987 Stock Option Plan, AT&T Broadband Corp. Adjustment Plan
The securities to be offered under these plans will be shares of the
Common Stock of the Registrant which have been registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None
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 against expenses actually and reasonably incurred,
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 and corporate actions or in
defense of any claim, issue or matter therein.
Section 1742 provides for indemnification in derivative and corporate
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 only
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 in a written opinion; 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
-12-
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.
Advancement of expenses must be authorized by the board of directors.
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 inure in any manner its indemnification obligations.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any person who is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another corporation, partnership, joint venture, trust or
other enterprise, against any liability incurred by him in any such capacity,
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
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom 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 representative of the corporation and shall
inure to the benefit of the heirs and personal representatives of such person.
Section 7.02 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 7.02 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 7.02 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 7.02 provides that, to the extent that an indemnified
person has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, the Registrant
shall indemnify such person against expenses actually and reasonably incurred by
such person in connection therewith. Section 7.02 also
-13-
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 obligations, whether arising under the By-laws or otherwise.
Furthermore, Section 7.02 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 7.02 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. The rights to indemnification and to the advancement of expenses
provided in or pursuant to Article 7 of the By-laws are not exclusive of any
other rights that any person may have or acquire under any provision of the
By-Laws or otherwise.
Section 7.03 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 7.03. 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 either to reduce the
limitation of directors' liability or 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.
Item 7. Exemption from Registration Claimed
None
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Exhibit
4.1 Comcast Corporation 2002 Deferred Compensation Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Deferred Compensation Plan).
4.2 Comcast Corporation 2002 Deferred Stock Option Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Deferred Stock Option Plan).
4.3 Comcast Corporation 2002 Restricted Stock Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Restricted Stock Plan).
4.4 AT&T Broadband Deferred Compensation Plan, as amended and restated,
effective November 18, 2002.
-14-
5.1 Opinion of Pepper Hamilton LLP.
5.2 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP with respect to Comcast Corporation
(now known as Comcast Holdings Corporation).
23.2 Consent of Deloitte & Touche LLP with respect to Comcast Corporation
Retirement-Investment Plan.
23.3 Consent of PricewaterhouseCoopers LLP with respect to AT&T
Corporation.
23.4 Consent of PricewaterhouseCoopers LLP with respect to AT&T Broadband
Long Term Savings Plan.
23.5 Consent of KPMG LLP with respect to Liberty Media Corporation.
23.6 Consent of Pepper Hamilton LLP (included in Exhibits 5.1 and 5.2
hereto).
24.1 Power of Attorney (included on pages 17-18).
99.1 Comcast Corporation and Subsidiaries Schedule II - Valuation and
Qualifying Accounts.
In accordance with Item 8 of Form S-8, this Registration Statement does not
include Exhibit 5 - Opinion regarding legality for The Comcast Corporation
Retirement-Investment Plan, the Comcast-Spectacor 401(k) Plan, or the AT&T
Broadband Long Term Savings Plan (the "401(k) Plans"), as:
1. The Registrant undertakes that the 401(k) Plans and any amendments
thereto have been or will be submitted to the Internal Revenue Service (the
"IRS") in a timely manner and all changes required by the IRS in order to
qualify the 401(k) Plans under Section 401 of the Internal Revenue Code have
been or will be made.
2. The shares of Common Stock purchased on behalf of the 401(k) Plans
are purchased on the open market.
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
-15-
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.
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.
-16-
SIGNATURES
The Registrant. 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 November 19, 2002.
COMCAST CORPORATION
By: /s/ Arthur R. Block
-------------------
Name: Arthur R. Block
Title: Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints David L. Cohen, Lawrence S. Smith, Arthur
R. Block and Lawrence J. Salva, 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 Executive and Finance Committee of November 19, 2002
--------------------
Ralph J. Roberts the Board of Directors; Director
/s/ C. Michael Armstrong Chairman of the Board of Directors; Director November 19, 2002
------------------------
C. Michael Armstrong
/s/ Julian A. Brodsky Vice Chairman of the Board of Directors; Director November 19, 2002
---------------------
Julian A. Brodsky
-17-
/s/ Brian L. Roberts President; Director (Principal Executive Officer) November 19, 2002
--------------------
Brian L. Roberts
/s/ Lawrence S. Smith Executive Vice President (Co-Principal Financial November 19, 2002
---------------------
Lawrence S. Smith Officer)
/s/ John R. Alchin Executive Vice President; Treasurer (Co-Principal November 19, 2002
------------------
John R. Alchin Financial Officer)
/s/ Lawrence J. Salva Senior Vice President (Principal Accounting Officer) November 19, 2002
---------------------
Lawrence J. Salva
/s/ Decker Anstrom Director November 19, 2002
------------------
Decker Anstrom
/s/ Kenneth J. Bacon Director November 19, 2002
--------------------
Kenneth J. Bacon
/s/ Sheldon M. Bonovitz Director November 19, 2002
-----------------------
Sheldon M. Bonovitz
/s/ J. Michael Cook Director November 19, 2002
-------------------
J. Michael Cook
/s/ George M. C. Fisher Director November 19, 2002
-----------------------
George M. C. Fisher
/s/ Dr. Judith Rodin Director November 19, 2002
--------------------
Dr. Judith Rodin
/s/ Louis A. Simpson Director November 19, 2002
--------------------
Louis A. Simpson
/s/ Michael I. Sovern Director November 19, 2002
---------------------
Michael I. Sovern
-18-
The 401(k) Plans. Pursuant to the requirements of the Securities Act,
the Administrators of The Comcast Corporation Retirement-Investment Plan,
Comcast-Spectacor 401(k) Plan and the AT&T Broadband Long Term Savings Plan have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Pennsylvania, on November 19, 2002.
THE COMCAST CORPORATION
RETIREMENT-INVESTMENT PLAN
By: Comcast Corporation
Plan Administrator
By: /s/ Lawrence J. Salva
----------------------
Lawrence J. Salva
COMCAST-SPECTACOR 401(k) PLAN
By: Comcast-Spectacor, L.P.
By: Bryn Mawr Realty, General
Partner of Comcast-Spectacor,
L.P.
By: /s/ Sanford Lipstein
----------------------
Sanford Lipstein
AT&T BROADBAND LONG TERM SAVINGS
PLAN
By: AT&T Broadband Corp.
Plan Administrator
By: /s/ Arthur R. Block
----------------------
Arthur R. Block
-19-
INDEX TO EXHIBITS
Exhibit
Number Document
4.1 Comcast Corporation 2002 Deferred Compensation Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Deferred Compensation Plan).
4.2 Comcast Corporation 2002 Deferred Stock Option Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Deferred Stock Option Plan).
4.3 Comcast Corporation 2002 Restricted Stock Plan, as amended and
restated, effective November 18, 2002 (formerly known as the AT&T
Comcast Corporation 2002 Restricted Stock Plan).
4.4 AT&T Broadband Deferred Compensation Plan, as amended and restated,
effective November 18, 2002.
5.1 Opinion of Pepper Hamilton LLP.
5.2 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP with respect to Comcast Corporation
(now known as Comcast Holdings Corporation).
23.2 Consent of Deloitte & Touche LLP with respect to Comcast Corporation
Retirement-Investment Plan.
23.3 Consent of PricewaterhouseCoopers LLP with respect to AT&T
Corporation.
23.4 Consent of PricewaterhouseCoopers LLP with respect to AT&T Broadband
Long Term Savings Plan.
23.5 Consent of KPMG LLP with respect to Liberty Media Corporation.
23.6 Consent of Pepper Hamilton LLP (included in Exhibits 5.1 and 5.2
hereto).
24.1 Power of Attorney (included on pages 17-18).
99.1 Comcast Corporation and Subsidiaries Schedule II - Valuation and
Qualifying Accounts.