As Filed with the Securities and Exchange Commission on December 4, 2002
Registration No. 333-101295
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
POST-EFFECTIVE AMENDMENT
TO
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 RETIREMENT-INVESTMENT PLAN
COMCAST CORPORATION 2002 RESTRICTED STOCK 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 (4) Offering Price (5) Aggregate Offering Price Registration
Registered (5) Fee (6)
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Class A Common Stock, par 22,751,117 $23.75 $ 540,339.029 $ 49,712
value $0.01 per share (1)(3) 73,000,000 $ 7.64 $ 557,720,000 $ 51,310
Deferred Compensation
Obligations (2) $718,000,000 100% $ 718,000,000 $ 66,056
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Total $1,816,059,029 $167,078
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(1) After giving effect to the deregistration of 66,244,715 shares of Class A
Common stock effected by this Post-Effective Amendment, this registration
statement (the "Registration Statement") registers the issuance of
71,000,000 shares of 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"), 3,586,340 shares of Common Stock which are issuable
pursuant to the Comcast Corporation 2002 Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan"), 3,014,101 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"), 12,950,676 shares of Common Stock which
are issuable pursuant to the Comcast Corporation 2002 Stock Option Plan
(the "2002 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 Comcast Corporation 1987 Stock Option
Plan, the "Comcast Plans"). Because all of the shares that were originally
issued on the Registrant's Form S-8 Registration Statement (File No.
333-101295) on November 19, 2002 (the "November 19 Registration Statement")
with respect to the Comcast Corporation 1987 Stock Option Plan are being
deregistered, this Registration Statement no longer registers any shares
with respect to the Comcast Corporation 1987 Stock Option Plan. This
Registration Statement also registers the issuance of deferral elections
relating to the shares issued under the Restricted Stock Plan. In addition,
this Registration Statement registers an indeterminate number of rights
(the "Rights") to purchase Series A Participating Cumulative Preferred
Stock, par value $0.01 per share, pursuant to the terms of a certain Rights
Agreement dated as of November 18, 2002 between the Registrant and
EquiServe Trust Company, N.A., as Rights Agent.
(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 Deferred Plans or 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 for which options have
not yet been granted or prices of shares to be issued were not determined
under the Comcast Plans as of November 19, 2002, 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
22,751,117 shares, (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 and (iii) with respect to the Deferred Plans, a proposed
maximum offering price equal to 100% of the amount to be registered.
(6) The Registrant previously paid a registration fee of $340,929 with the
November 19 Registration Statement. After adjustment by this Post-Effective
Amendment, the net fee payable with respect to the shares that remain
registered on this Registration Statement is $167,078. A potion of the
excess balance of $173,851 will be transferred to an S-8 to be filed by the
Registrant covering shares of Class A Special common stock, par value $0.01
("Class A Special Common Stock").
EXPLANATORY NOTE
Upon its effectiveness, the November 19 Registration Statement of Comcast
Corporation (the "Registrant") on Form S-8, Registration No. 333-101295 covered
66,244,715 shares of Class A Common Stock of the Registrant related to certain
rights granted to purchase shares under the Comcast Corporation 2002 Employee
Stock Purchase Plan, certain rights granted to acquire shares under the Comcast
Corporation 2002 Restricted Stock Plan, and options granted to purchase shares
under the Comcast Corporation 2002 Stock Option Plan and the Comcast Corporation
1987 Stock Option Plan (collectively, the "Plans").
In connection with the consummation on November 18, 2002 of the merger of
Comcast Holdings Corporation (formerly known as Comcast Corporation) and Comcast
Cable Communications Holdings, Inc. (formerly known as AT&T Broadband Corp.)
(the "Broadband Transaction"), the Plans were amended such that the rights and
options which were outstanding under the Plans at the effective time of the
Broadband Transaction entitle the holders to acquire shares of Class A Special
Common Stock of the Registrant instead of Class A Common Stock. As a result, a
total of 66,244,715 shares of Class A Common Stock covered by the Registrant's
November 19 Registration Statement are no longer issuable pursuant to the Plans.
Accordingly, by this Post-Effective Amendment, the Registrant hereby
deregisters 66,244,715 shares of Class A Common Stock covered by the November 19
Registration Statement. These deregistered shares will be registered by the
Registrant on a Form S-8 as shares of Class A Special Common Stock.
SIGNATURE
Pursuant to the requirements of the Securities Act and in accordance
with Rule 478(a)(4) under the Securities Act, 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 Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania, on December 4, 2002.
COMCAST CORPORATION
By: /s/ Arthur R. Block
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Name: Arthur R. Block
Title: Senior Vice President