As Filed with the Securities and Exchange Commission on December 4, 2002
--------------------------------------------------------------------------------
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)
COMCAST CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN
COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN
COMCAST CORPORATION 2002 STOCK OPTION PLAN
COMCAST CORPORATION 1987 STOCK OPTION 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
===================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price (3) Aggregate Offering Price Registration
Registered (1)(2)(3) (4) Fee (5)
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Class A Special Common 6,842,448 $8.4675 $ 57,938,428 $ 5,331
Stock, par value $0.01 per 58,463,872 $ 30.95 $1,809,456,838 $166,470
share 788,395 $ 23.25 $ 18,330,184 $ 1,686
150,000 $ 23.25 $ 3,487,500 $ 321
-------------------------------------------------------------------------------------------------------------------
Total 66,244,715 $1,889,212,950 $173,808
===================================================================================================================
(1) This registration statement (the "Registration Statement") registers
the issuance of 150,000 shares of the Class A Special Common Stock of
Comcast Corporation (the "Registrant"), par value $0.01 (the "Class A
Special Common Stock"), which are issuable pursuant to the Comcast
Corporation 2002 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan"), 788,395 shares of Class A Special Common Stock which
are issuable pursuant to the Comcast Corporation 2002 Restricted Stock
Plan (the "Restricted Stock Plan"), 58,463,872 shares of Class A
Special Common Stock which are issuable pursuant to the Comcast
Corporation 2002 Stock Option Plan (the "2002 Stock Option Plan"), and
6,842,448 shares of Class A Special Common Stock which are issuable
pursuant to the Comcast Corporation 1987 Stock Option Plan (the "1987
Stock Option Plan" and together with the Employee Stock Purchase Plan,
the Restricted Stock Plan and the 2002 Stock Option Plan, the "Plans").
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) 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 Plans for any future stock split, stock dividend or similar
adjustment of the outstanding Class A Special Common Stock of the
Registrant.
(3) 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 Plans described herein.
(4) 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 Class A Special Common
Stock which may be issued upon exercise of outstanding options granted
under the 1987 Stock Option Plan, the weighted average of the option
exercise price of $8.4675 with respect to 6,842,448 shares, (ii) in the
case of shares of Class A Special Common Stock which may be issued upon
exercise of outstanding options granted under the 2002 Stock Option
Plan, the weighted average of the option exercise price of $30.95 with
respect to 58,463,872 and (iii) in the case of shares of Class A
Special Common Stock for all other plans, the average of the high and
low sale prices of Class A Special Common Stock on December 2, 2002 of
$23.25, as reported on the Nasdaq National Market with respect to
938,395 shares.
(5) The Registrant previously paid a fee to the Commission of $340,929 in
connection with the filing of its Registration Statement on Form S-8
(No. 333-101295) filed on November 19, 2002.
On December 4, 2002, a Post-Effective Amendment was filed to that
registration statement to deregister 66,244,715 shares, for which a
registration fee of $173,858 had been paid. Pursuant to Rule 457(p),
$173,808 of the filing fee previously paid by the Registrant is to be
offset against the currently due registration fee.
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 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-K filed with the
Commission on November 18, 2002;
c. The Registrant's report on Form 8-A filed with the
Commission on November 18, 2002;
d. Comcast Holdings' Annual Report on Form 10-K for the year
ended December 31, 2001, as filed with the Commission;
e. 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;
f. 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;
g. 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;
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,
November 12, 2002, November 19, 2002, November 19, 2002 and December 3, 2002.
m. 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 February 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 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 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
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Stock Plan. The Restricted Stock Plan is administered by the Compensation
Committee of the Board of Directors of the Registrant (the "Plan
Administrator").
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 filed with the Plan Administrator on or
before the earlier of (A) the 30th day following the date of grant or (B) 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.
Comcast Corporation 2002 Employee Stock Purchase Plan, Comcast Corporation 2002
Stock Option Plan and Comcast Corporation 1987 Stock Option Plan
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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
Not applicable.
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 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
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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 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.
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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 Restricted Stock Plan, as amended
and restated, effective November 18, 2002 (formerly known as
the AT&T Comcast Corporation 2002 Restricted Stock Plan).
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 PricewaterhouseCoopers LLP with respect to AT&T
Corporation.
23.3 Consent of KPMG LLP with respect to Liberty Media Corporation.
23.4 Consent of Pepper Hamilton LLP (included in Exhibits 5.1 and 5.2
hereto).
24.1 Power of Attorney (included on pages 8-9).
99.1 Comcast Corporation and Subsidiaries Schedule II - Valuation and
Qualifying Accounts.
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:
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(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 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.
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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 December 4, 2002.
COMCAST CORPORATION
By: /s/ Arthur R. Block
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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 December 4, 2002
-------------------
Ralph J. Roberts Committee of the Board of Directors;
Director
/s/ C. Michael Armstrong Chairman of the Board of Directors; Director December 4, 2002
------------------------
C. Michael Armstrong
/s/ Julian A. Brodsky Vice Chairman of the Board of Directors; December 4, 2002
---------------------
Julian A. Brodsky Director
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/s/ Brian L. Roberts President; Director (Principal Executive December 4, 2002
--------------------
Brian L. Roberts Officer)
/s/ Lawrence S. Smith Executive Vice President (Co-Principal December 4, 2002
---------------------
Lawrence S. Smith Financial Officer)
/s/ John R. Alchin Executive Vice President; Treasurer (Co- December 4, 2002
------------------
John R. Alchin Principal Financial Officer)
/s/ Lawrence J. Salva Senior Vice President (Principal Accounting December 4, 2002
---------------------
Lawrence J. Salva Officer)
/s/ Decker Anstrom Director December 4, 2002
------------------
Decker Anstrom
/s/ Kenneth J. Bacon Director December 4, 2002
--------------------
Kenneth J. Bacon
/s/ Sheldon M. Bonovitz Director December 4, 2002
-----------------------
Sheldon M. Bonovitz
/s/ J. Michael Cook Director December 4, 2002
-------------------
J. Michael Cook
/s/ George M. C. Fisher Director December 4, 2002
-----------------------
George M. C. Fisher
/s/ Dr. Judith Rodin Director December 4, 2002
--------------------
Dr. Judith Rodin
/s/ Louis A. Simpson Director December 4, 2002
--------------------
Louis A. Simpson
Director
_____________________
Michael I. Sovern
-9-
INDEX TO EXHIBITS
Exhibit
Number Document
4.1 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).
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 PricewaterhouseCoopers LLP with respect to AT&T
Corporation.
23.3 Consent of KPMG LLP with respect to Liberty Media Corporation.
23.4 Consent of Pepper Hamilton LLP (included in Exhibits 5.1 and 5.2
hereto).
24.1 Power of Attorney (included on pages 8-9).
99.1 Comcast Corporation and Subsidiaries Schedule II - Valuation and
Qualifying Accounts.