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Comcast Corp--S-8 POS Amend #2

As Filed with the Securities and Exchange Commission on August 12, 2004

Registration No. 333-101295

 


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 


 

COMCAST CORPORATION

(Exact name of registrant as specified in charter)

 


 

Pennsylvania   27-0000798

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)

 

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

 

Comcast Corporation (the “Registrant”) filed a Registration Statement on Form S-8 (Registration No. 333-101295) (the “Prior 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 Comcast Corporation Retirement-Investment Plan (the “Comcast Plan”), for which 3,000,000 Shares were registered, and the Comcast-Spectacor 401(k) Plan (the “Spectacor Plan” and, together with the Comcast Plan, the “Plans”), for which 200,000 Shares were registered. In addition, pursuant to Rule 416 of the Securities Act of 1933, the Prior Registration Statement also covered an indeterminate number of additional Shares granted or to be granted under the Plans to prevent dilution that may result from any future stock splits, stock dividends or similar transactions affecting the Shares as well as an indeterminate amount of interests to be offered or sold pursuant to the Plans.

 

On July 1, 2004, the Registrant transferred 82 participants’ accounts from the Spectacor Plan to the Comcast Plan pursuant to the transfer of certain employee-participants from the employ of Comcast-Spectacor LLP to the employ of the Registrant. Accordingly, securities previously allocated to those transferred participants’ accounts under the Spectacor Plan, including Shares of the Registrant, have been reallocated to the participants’ accounts under the Comcast Plan.

 

This Post-Effective Amendment No. 2 incorporates by reference the contents of the Prior Registration Statement, to the extent not modified by this Amendment No. 2. This Amendment No. 2 is being filed to reallocate the 10,224 Shares previously held in certain participants’ accounts under the Spectacor Plan to the participants’ accounts now held under the Comcast Plan.

 

Item 8. Exhibits

 

The following exhibits are filed as part of this Post-Effective Amendment No. 2.

 

Exhibit

Number


  

Exhibit


5.2    Opinion of Pepper Hamilton LLP.*
23.1    Consent of Deloitte & Touche LLP.
23.2    Consent of Deloitte & Touche LLP.
23.3    Consent of Grant Thornton LLP.
23.4    Consent of Pepper Hamilton LLP (included in Exhibit 5.2 hereto).*
24.1    Power of Attorney (included on signature page).*

* Previously filed.

 


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 this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on August 12, 2004.

 

COMCAST CORPORATION

By:

 

/s/ Arthur R. Block


Name:

     

Arthur R. Block, Senior Vice

       

President, General Counsel and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature


  

Title


  

Date


            *


Ralph J. Roberts

   Chairman of the Executive and Finance Committee of the Board of Directors; Director    August 12, 2004

            *


Brian L. Roberts

   Chairman of the Board, President and Chief Executive Officer; Director (Principal Executive Officer)    August 12, 2004

            *


John R. Alchin

   Executive Vice President, Co-Chief Financial Officer and Treasurer (Co-Principal Financial Officer)    August 12, 2004

            *


Lawrence S. Smith

   Executive Vice President and Co-Chief Financial Officer (Co-Principal Financial Officer)    August 12, 2004

            *


Lawrence J. Salva

   Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)    August 12, 2004

 

-2-


Signature


  

Title


 

Date


            *


S. Decker Anstrom

   Director  

August 12, 2004

            *


C. Michael Armstrong

   Director  

August 12, 2004

            *


Kenneth J. Bacon

   Director  

August 12, 2004

            *


Sheldon M. Bonovitz

   Director  

August 12, 2004

            *


Julian A. Brodsky

   Director  

August 12, 2004

 


Joseph L. Castle, II

   Director    

            *


J. Michael Cook

   Director  

August 12, 2004

            *


Dr. Judith Rodin

   Director  

August 12, 2004

            *


Michael I. Sovern

   Director  

August 12, 2004

 

* By:

             /s/ Arthur R. Block


Arthur R. Block (as Attorney-in-Fact)

 

-3-


401(k) Plans. Pursuant to the requirements of the Securities Act, the Administrators of the Comcast Corporation Retirement-Investment Plan and the Comcast-Spectacor 401(k) Plan have duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Pennsylvania, on August 12, 2004.

 

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

 

-4-


COMCAST CORPORATION

 

INDEX TO EXHIBITS

 

Exhibit
Number


  

Document


5.2    Opinion of Pepper Hamilton LLP.*
23.1    Consent of Deloitte & Touche LLP.
23.2    Consent of Deloitte & Touche LLP.
23.3    Consent of Grant Thornton LLP.
23.4    Consent of Pepper Hamilton LLP (included in Exhibit 5.2 hereto).*
24.1    Power of Attorney (included on signature page).*

* Previously filed.

 

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-101295 on Form S-8 of Comcast Corporation of our reports dated March 11, 2004 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph related to the adoption of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, effective January 1, 2001 and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002) appearing in the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2003.

 

/s/    Deloitte & Touche LLP

 

Philadelphia, Pennsylvania

August 9, 2004

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-101295 on Form S-8 of Comcast Corporation of our report dated June 23, 2004 appearing in the Annual Report on Form 11-K of the Comcast Corporation Retirement-Investment Plan for the year ended December 31, 2003.

 

/s/    Deloitte & Touche LLP

 

Philadelphia, Pennsylvania

August 9, 2004

Independent Auditors' Consent

EXHIBIT 23.3

 

INDEPENDENT AUDITORS’ CONSENT

 

We consent to the incorporation by reference in this Registration Statement of Comcast Corporation on Form S-8 of our report dated June 11, 2004 appearing in the Annual Report on Form 11-K of the Comcast-Spectacor 401(k) Plan for the year ended December 31, 2003.

 

/s/    Grant Thornton LLP

Philadelphia, Pennsylvania

August 12, 2004