As Filed
with the Securities and Exchange Commission on February 4, 2005
Registration
No. 333-101295
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
__________
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
__________
COMCAST
CORPORATION
(Exact
name of registrant as specified in charter)
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Pennsylvania |
27-0000798 |
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(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer Identification No.)
|
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1500
Market Street
Philadelphia,
PA 19102-2148
(Address
of 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
Senior
Vice President and General Counsel
Comcast
Corporation
1500
Market Street
Philadelphia,
Pennsylvania 19102-2148
(Name and
address of agent for service)
(215)
665-1700
(Telephone
number, including area code, of agent for service)
EXPLANATORY
NOTE
On
November 19, 2002, Comcast Corporation (the “Registrant”) filed
a Registration Statement on Form S-8 (Registration No. 333-101295) (as
subsequently amended prior to the date hereof, the “Registration
Statement”), which
registered shares of the Registrant’s Class A Common Stock, par value $.01 (the
“Shares”),
reserved for issuance under eleven plans, including the AT&T Broadband Corp.
Adjustment Plan (the “Adjustment Plan”). The Registration Statement registered
71,000,000 Shares with respect to the Adjustment Plan.
In
connection with the recent consummation of the Company’s Stock Option Liquidity
Program, options to purchase 11,111,417 Shares pursuant to the Adjustment Plan
were purchased by the Company from the holders of such options (“Purchased
Options”). The
Company subsequently cancelled these options. This Amendment No. 3 is being
filed to deregister these 11,111,417 Shares.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933 (the “Securities
Act”) and in
accordance with Rule 478(a)(4) under the Securities Act, Comcast Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Philadelphia, Pennsylvania, on
the 4th day of February, 2005.
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COMCAST
CORPORATION
By:
/s/ Arthur R. Block
Arthur
R. Block
Senior
Vice President |
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