As Filed with the Securities and Exchange Commission on January 22, 2001
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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 charter)
Pennsylvania 23-1709202
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1500 Market Street
Philadelphia, PA 19102-2148
(Address of principal executive offices)
COMCAST CORPORATION 1997 DEFERRED STOCK OPTION PLAN
(Full title of the plan)
Arthur R. Block, Esquire
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)
__________
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered (2) price per obligation offering price (2) registration fee (2)
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Deferred Compensation
Obligations (1) $250,000,000 100% $250,000,000 $59,750
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(1) The deferred compensation obligations to which this Registration Statement
relates (the "Deferred Compensation Obligations") arise under the Comcast
Corporation 1997 Deferred Stock Option Plan and are unsecured obligations
of Comcast Corporation to pay deferred compensation in the future pursuant
to compensation deferral elections made by participants in the Plan in
accordance with the terms of the Plan.
(2) Estimated pursuant to rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents to be given to the recipient of the securities registered hereby in
accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by Comcast Corporation (the "Registrant" or
"Company"), are incorporated by reference in this Form S-8 Registration
Statement (the "Registration Statement") and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 (the "Form 10-K") as filed with the Commission.
(b) The Company's Quarterly Reports on Form 10-Q (the "Form 10-Qs")
for the fiscal quarters ended March 31, 2001, June 30, 2001 and September 30,
2001, as filed with the Commission.
(c) The Company's Current Reports on Form 8-K filed with the
Commission
on January 4, 2001, July 9, 2001 and December 20, 2001.
(d) The description of the Company's Class A Special Common Stock,
$1.00 par value per share (the "Class A Special Common Stock") contained in the
Company's registration statement on Form 8-A dated November 4, 1986 and as
amended on Form 8-A/A filed on July 16, 1996 pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act"), which contain descriptions of
the Class A Special Common Stock of the Company, and any amendment or reports
filed for the purpose of updating such descriptions.
All documents filed by the Company 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also incorporated by reference herein) modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
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Item 4. Description of Securities
The following description of the deferred compensation obligations of
the Registrant under the 1997 Deferred Stock Option Plan (the "Plan") is
qualified by reference to the Plan, which is included as an exhibit to this
registration statement. Capitalized terms used in this Item 4 and not otherwise
defined in this registration statement shall have the respective meanings
attributed to such terms in the Plan.
The deferred compensation obligations incurred by the Registrant under
the Plan will be unsecured general obligations of the Registrant to pay the
compensation deferred in accordance with the terms of the 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 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 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
Plan.
The 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 Plan, distributions may be made between January
2/nd/ of the third calendar year beginning after the date of the Initial
Election and January 2nd of the 11th calendar year beginning after the date
of the Initial Election. Participants who are actively employed by the Company,
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.
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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. Effective November 29, 2001, under the Plan as amended
and restated, 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 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 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 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.
As defined in the 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 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 Company or a committee of two or more officers of the Company.
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
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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 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
Time that Shares are Distributable Corresponding Income Fund Amount
---------------------------------- --------------------------------
On or before the third anniversary of a Diversification 60%
Election
After the third anniversary of a Diversification Election 40%
and on or before the fourth anniversary of a
Diversification Election
After the fourth anniversary of a Diversification Election 20%
and on or before the fifth anniversary of a Diversification
Election
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 2nd 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.
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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 2nd 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 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 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
Company may, in its complete and sole discretion, provide in such notice that
notwithstanding any other provision of the 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 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
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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
Plan, and will not have a secured or preferred position with respect to his or
her Account. Nothing contained in the 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 Plan, the right of a
Participant in or to an Account, benefit or payment under the 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 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 Plan.
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 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
actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative 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 as
authorized in the specific case upon a determination that the representative met
the applicable standard of conduct set forth in those
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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; 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.
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 insure in any manner its indemnification obligations.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him in his capacity as officer or director, 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
successor corporations in fundamental changes 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 director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representatives of such person.
Section 7-2 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 7-2 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.
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Section 7-2 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 7-2 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 7-2 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 7-2 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.
Section 7-3 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 7-3. 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 to 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.
The Registrant has purchased directors and officers liability
insurance for its directors and officers.
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 1997 Deferred Stock Option Plan.
5.1 Opinion of Pepper Hamilton LLP.
5.2 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP.
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23.2 Consent of KPMG LLP.
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
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 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,
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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.
-11-
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 January 22, 2002.
COMCAST CORPORATION
By: /s/ Lawrence J. Salva
-----------------------
Name: Lawrence J. Salva, Senior Vice
President (Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ralph J. Roberts, Brian L. Roberts, John
R. Alchin, Stanley Wang, Lawrence J. Salva and Arthur R. Block, and each or any
of them, his/her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his/her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Ralph J. Roberts Chairman of the Board of Directors; Director January 22, 2002
---------------------------
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the Board of Directors; Director January 3, 2002
---------------------------
Julian A. Brodsky
/s/ Brian L. Roberts President; Director (Principal Executive Officer) January 22, 2002
---------------------------
Brian L. Roberts
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/s/ John R. Alchin Executive Vice President; Treasurer (Principal January 22, 2002
--------------------------- Financial Officer)
John R. Alchin
/s/ Lawrence J. Salva Senior Vice President (Principal Accounting January 22, 2002
--------------------------- Officer)
Lawrence J. Salva
/s/ Decker Anstrom Director January 7, 2002
---------------------------
Decker Anstrom
/s/ Sheldon M. Bonovitz Director January 3, 2002
---------------------------
Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director January 22, 2002
---------------------------
Joseph L. Castle II
/s/ Felix G. Rohatyn Director January 3, 2002
---------------------------
Felix G. Rohatyn
/s/ Bernard C. Watson Director January 22, 2002
---------------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director January 5, 2002
---------------------------
Irving A. Wechsler
/s/ Anne Wexler Director January 8, 2002
---------------------------
Anne Wexler
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COMCAST CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Document
------ --------
4.1 Comcast Corporation 1997 Deferred Stock Option Plan.
5.1 Opinion of Pepper Hamilton LLP.
5.2 Opinion of Pepper Hamilton LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Pepper Hamilton LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
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