As Filed with the Securities and Exchange Commission on December 4, 2002
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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 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
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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
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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
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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
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Brian L. Roberts Officer)
/s/ Lawrence S. Smith Executive Vice President (Co-Principal December 4, 2002
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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
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Decker Anstrom
/s/ Kenneth J. Bacon Director December 4, 2002
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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.
EXHIBIT 4.1
COMCAST CORPORATION
2002 RESTRICTED STOCK PLAN
1. BACKGROUND AND PURPOSE
COMCAST CORPORATION, a Pennsylvania corporation (formerly known as
AT&T Comcast Corporation), hereby amends and restates the Comcast Corporation
2002 Restricted Stock Plan (the "Plan"), effective November 18, 2002, upon the
consummation of the combination of Comcast Holdings Corporation (formerly known
as Comcast Corporation) and Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.) (the "AT&T Broadband Transaction"). The
purpose of the Plan is to promote the ability of Comcast Corporation to retain
certain key employees and enhance the growth and profitability of Comcast
Corporation by providing the incentive of long-term awards for continued
employment and the attainment of performance objectives.
2. DEFINITIONS
(a) "Active Grantee" means each Grantee who is actively employed by a
Participating Company.
(b) "Affiliate" means, with respect to any Person, any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, the term "control,"
including its correlative terms "controlled by" and "under common control with,"
mean, with respect to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.
(c) "Award" means an award of Restricted Stock granted under the Plan.
(d) "Board" means the Board of Directors of the Company.
(e) "Change of Control" means any transaction or series of transactions as
a result of which any Person who was a Third Party immediately before such
transaction or series of transactions owns then-outstanding securities of the
Company such that such Person has the ability to direct the management of the
Company, as determined by the Board in its discretion. The Board may also
determine that a Change of Control shall occur upon the completion of one or
more proposed transactions. The Board's determination shall be final and
binding.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Comcast Plan" means any restricted stock, stock bonus, stock option or
other compensation plan, program or arrangement established or maintained by the
Company or an
Affiliate, including but not limited to this Plan, the Comcast Corporation 2002
Deferred Stock Option Plan, the Comcast Corporation 2002 Stock Option Plan and
the Comcast Corporation 1987 Stock Option Plan.
(h) "Committee" means the Compensation Committee of the Board.
(i) "Company" means Comcast Corporation, a Pennsylvania corporation, as
successor to Comcast Holdings Corporation (formerly known as Comcast
Corporation), including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
(j) "Date of Grant" means the date on which an Award is granted.
(k) "Deceased Grantee" means:
(i) a Grantee whose employment by a Participating Company is
terminated by death; or
(ii) a Grantee who dies following termination of employment by a
Participating Company.
(l) "Disabled Grantee" means:
(i) a Grantee whose employment by a Participating Company is
terminated by reason of disability;
(ii) a Grantee who becomes disabled (as determined by the Committee)
following termination of employment by a Participating Company;
or
(iii) the duly-appointed legal guardian of an individual described in
Paragraph 2(l)(i) or 2(l)(ii) acting on behalf of such
individual.
(m) "Election" means a written election on a form provided by the
Committee, filed with the Committee in accordance with Paragraph 8, pursuant to
which a Grantee:
(i) elects, within the time or times specified in Paragraph 8, to
defer the distribution date of Restricted Stock; and
(ii) designates the distribution date of Restricted Stock.
(n) "Eligible Employee" means a management employee of a Participating
Company, as determined by the Committee.
(o) "Grantee" means an Eligible Employee who is granted an Award.
(p) "Normal Retirement" means a Grantee's termination of employment that is
treated by the Participating Company as a retirement under its employment
policies and practices as in effect from time to time.
-2-
(q) "Other Available Shares" means, as of any date, the excess, if any of:
(i) the total number of Shares owned by a Grantee; over
(ii) the sum of:
(1) the number of Shares owned by such Grantee for less than six
months; plus
(2) the number of Shares owned by such Grantee that has, within
the preceding six months, been the subject of a withholding
certification pursuant to Paragraph 9(c)(ii) or any similar
withholding certification under any other Comcast Plan; plus
(3) the number of Shares owned by such Grantee that has, within
the preceding six months, been received in exchange for
Shares surrendered as payment, in full or in part, or as to
which ownership was attested to as payment, in full or in
part, of the exercise price for an option to purchase any
securities of the Company or an Affiliate of the Sponsor,
under any Comcast Plan, but only to the extent of the number
of Shares surrendered or attested to; plus
(4) the number of Shares owned by such Grantee as to which
evidence of ownership has, within the preceding six months,
been provided to the Company in connection with the
crediting of "Deferred Stock Units" to such Optionee's
Account under the Comcast Corporation 2002 Deferred Stock
Option Plan.
For purposes of this Paragraph 2(q), a Share that is subject to a deferral
election pursuant to Paragraph 8 or another Comcast Plan shall not be treated as
owned by a Grantee until all conditions to the delivery of such Share have
lapsed. For purposes of determining the number of Other Available Shares, the
term "Shares" shall also include the securities held by a Participant
immediately before the consummation of the AT&T Broadband Transaction that
became Shares as a result of the AT&T Broadband Transaction.
(r) "Participating Company" means the Company and each of the Subsidiary
Companies.
(s) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
(t) "Plan" means the Comcast Corporation 2002 Restricted Stock Plan, as set
forth herein, and as amended from time to time.
(u) "Plan Year" means the 365-day period (or the 366-day period) extending
from January 3 to the next following January 2.
(v) "Restricted Stock" means Shares subject to restrictions as set forth in
an Award.
-3-
(w) "Retired Grantee" means a Grantee who has terminated employment
pursuant to a Normal Retirement.
(x) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in
effect from time to time.
(y) "Share" or "Shares" means:
(i) except as provided in Paragraph 2(y)(ii), a share or shares of
Class A Common Stock, par value $0.01, of the Company.
(ii) with respect to Awards granted before the consummation of the
AT&T Broadband Transaction as to which restrictions upon shares
have not lapsed, and for purposes of Paragraphs 2(q) and 9(c),
the term "Share" or "Shares" also means a share or shares of the
Company's Class A Special Common Stock, par value, $0.01.
(z) "Subsidiary Companies" means all business entities that, at the time
in question, are subsidiaries of the Company, within the meaning of section
424(f) of the Code.
(aa) "Terminating Event" means any of the following events:
(i) the liquidation of the Company; or
(ii) a Change of Control.
(bb) "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the Company
or an Affiliate of the Company.
(cc) "1933 Act" means the Securities Act of 1933, as amended.
(dd) "1934 Act" means the Securities Exchange Act of 1934, as amended.
3. RIGHTS TO BE GRANTED
Rights that may be granted under the Plan are rights to Restricted
Stock, which gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7,
and to deferred payment, as set forth in Paragraph 8.
4. SHARES SUBJECT TO THE PLAN
(a) Not more than 9,750,000 Shares in the aggregate may be issued under the
Plan pursuant to the grant of Awards, subject to adjustment in accordance with
Paragraph 10. The Shares issued under the Plan may, at the Company's option, be
either Shares held in treasury or Shares originally issued for such purpose.
(b) If Restricted Stock is forfeited pursuant to the term of an Award,
other Awards with respect to such Shares may be granted.
-4-
5. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by the Committee.
(b) Grants. Subject to the express terms and conditions set forth in the
Plan, the Committee shall have the power, from time to time, to:
(i) select those Employees to whom Awards shall be granted under the
Plan, to determine the number of Shares to be granted pursuant to
each Award, and, pursuant to the provisions of the Plan, to
determine the terms and conditions of each Award, including the
restrictions applicable to such Shares; and
(ii) interpret the Plan's provisions, prescribe, amend and rescind
rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration of
the Plan.
The determination of the Committee in all matters as stated above shall be
conclusive.
(c) Meetings. The Committee shall hold meetings at such times and places
as it may determine. Acts approved at a meeting by a majority of the members of
the Committee or acts approved in writing by the unanimous consent of the
members of the Committee shall be the valid acts of the Committee.
(d) Exculpation. No member of the Committee shall be personally liable for
monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Awards
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided, however,
that the provisions of this Paragraph 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.
(e) Indemnification. Service on the Committee shall constitute service as
a member of the Board. Each member of the Committee shall be entitled without
further act on his part to indemnity from the Company to the fullest extent
provided by applicable law and the Company' s Articles of Incorporation and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Awards thereunder
in which he may be involved by reason of his being or having been a member of
the Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.
6. ELIGIBILITY
Awards may be granted only to Eligible Employees, as determined by the
Committee. No Awards shall be granted to an individual who is not an employee of
a Participating Company.
-5-
7. RESTRICTED STOCK AWARDS
The Committee may grant Awards in accordance with the Plan. The terms
and conditions of Awards shall be set forth in writing as determined from time
to time by the Committee, consistent, however, with the following:
(a) Time of Grant. All Awards shall be granted within ten (10) years from
the date of adoption of the Plan by the Board.
(b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.
(c) Awards and Agreements. A certificate shall be issued to each Grantee
in respect of Shares subject to an Award. Such certificate shall be registered
in the name of the Grantee and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award. The Company may
require that the certificate evidencing such Restricted Stock be held by the
Company until all restrictions on such Restricted Stock have lapsed.
(d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which,
for Grantees who are subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act by virtue of their position as either a director,
officer or holder of more than 10 percent of any class of equity securities of
the Company, shall extend for at least six (6) months from the Date of Grant,
the Grantee shall not be permitted to sell, transfer, pledge or assign
Restricted Stock awarded under the Plan.
(e) Lapse of Restrictions. Subject to the provisions of the Plan and the
Award, restrictions upon Shares subject to an Award shall lapse at such time or
times and on such terms and conditions as the Committee may determine and as are
set forth in the Award; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
been an employee of a Participating Company continuously from the Date of Grant.
The Award may provide for the lapse of restrictions in installments, as
determined by the Committee. The Committee may, in its sole discretion, waive,
in whole or in part, any remaining restrictions with respect to such Grantee's
Restricted Stock. All references in Awards granted before the consummation of
the AT&T Broadband Transaction as to which restrictions upon shares have not
lapsed shall be deemed to be references to Comcast Corporation Class A Special
Common Stock, par value $0.01.
(f) Rights of the Grantee. Grantees may have such rights with respect to
Shares subject to an Award as may be determined by the Committee and set forth
in the Award, including the right to vote such Shares, and the right to receive
dividends paid with respect to such Shares.
(g) Termination of Grantee's Employment. A transfer of an Eligible
Employee between two employers, each of which is a Participating Company, shall
not be deemed a termination of employment. In the event that a Grantee
terminates employment with all
-6-
Participating Companies, all Shares remaining subject to restrictions shall be
forfeited by the Grantee and deemed canceled by the Company.
(h) Delivery of Shares. Except as otherwise provided by Paragraph 8, when
the restrictions imposed on Restricted Stock lapse with respect to one or more
Shares, the Company shall notify the Grantee that such restrictions no longer
apply, and shall deliver to the Grantee (or the person to whom ownership rights
may have passed by will or the laws of descent and distribution) a certificate
for the number of Shares for which restrictions have lapsed without any legend
or restrictions (except those that may be imposed by the Committee, in its sole
judgment, under Paragraph 9(a)). The right to payment of any fractional Shares
that may have accrued shall be satisfied in cash, measured by the product of the
fractional amount times the fair market value of a Share at the time the
applicable restrictions lapse, as determined by the Committee.
8. DEFERRAL ELECTIONS
A Grantee may elect to defer the receipt of Restricted Stock as to
which restrictions have lapsed as provided by the Committee in the Award,
consistent, however, with the following:
(a) Deferral Election.
(i) Election. Each Grantee shall have the right to defer the receipt
of all or any portion of the Restricted Stock as to which the
Award provides for the potential lapse of applicable restrictions
by filing an Election to defer the receipt of such Restricted
Stock on a form provided by the Committee for this purpose.
(ii) Deadline for Deferral Election. No Election to defer the receipt
of Restricted Stock as to which the Award provides for the
potential lapse of applicable restrictions shall be effective
unless it is filed with the Committee on or before the last day
of the calendar year ending before the first day of the Plan Year
in which the applicable restrictions may lapse; provided that an
Election to defer the receipt of Restricted Stock as to which the
Award provides for the potential lapse of applicable restrictions
within the same Plan Year as the Plan Year in which the Award is
granted shall be effective if it is filed with the Committee 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 in
which the applicable restrictions may lapse.
(b) Effect of Failure of Restrictions on Shares to Lapse. An Election
shall be null and void if the restrictions on Restricted Stock do not lapse
before the distribution date for such Restricted Stock identified in such
Election by reason of the failure to satisfy any condition precedent to the
lapse of the restrictions.
(c) Deferral Period. Except as otherwise provided in Paragraph 8(d), all
Restricted Stock that is subject to an Election shall be delivered to the
Grantee (or the person to whom ownership rights may have passed by will or the
laws of descent and distribution) without any
-7-
legend or restrictions (except those that may be imposed by the Committee, in
its sole judgment, under Paragraph 9(a)), on the distribution date for such
Restricted Stock designated by the Grantee on the most recently filed Election.
Subject to acceleration or deferral pursuant to Paragraph 8(d) or Paragraph 11,
no distribution may be made earlier than January 2nd of the second calendar year
beginning after the date on which the applicable restrictions may lapse, nor
later than January 2nd of the tenth calendar year beginning after the date on
which the applicable restrictions may lapse. The distribution date may vary with
each separate Election.
(d) Additional Deferral Election.
(i) Each Active Grantee who has previously made an Election to
receive a distribution of part or all of his or her
Account, or who, pursuant to this Paragraph 8(d)(i) has
made an Election to defer the distribution date for
Restricted Stock for an additional period from the
originally-elected distribution date, may elect to defer
the distribution date for a minimum of two and a maximum of
ten additional years from the previously-elected
distribution date, by filing an Election with the Committee
on or before the close of business on June 30 of the
calendar year preceding the calendar year in which the
distribution would otherwise be made.
(ii) A Deceased Grantee's estate or beneficiary to whom the
right to payment under the Plan shall have passed may elect
to (A) defer the distribution date for the Deceased
Grantee's Restricted Stock for a minimum of two additional
years from the date payment would otherwise be made
(provided that if an Election is made pursuant to this
Paragraph 8(d)(ii)(A), the Deceased Grantee's deferred
Restricted Stock shall be distributed in full on or before
the fifth anniversary of the Deceased Grantee's death); or
(B) accelerate the distribution date for the Deceased
Grantee's Restricted Stock from the date payment would
otherwise be made to January 2nd of the calendar year
beginning after the Deceased Grantee's death. An Election
pursuant to this Paragraph 8(d)(ii) must be filed with the
Committee on or before the close of business on (x) the
June 30 following the Grantee's death on or before May 1 of
a calendar year, (y) the 60th day following the Grantee's
death after May 1 and before November 2 of a calendar year
or (z) the December 31 following the Grantee's death after
November 1 of a calendar year. One and only one Election
shall be permitted pursuant to this Paragraph 8(d)(ii) with
respect to a Deceased Grantee.
(iii) A Disabled Grantee may elect to accelerate the distribution
date of the Disabled Grantee's Restricted Stock from the
date payment would otherwise be made to January 2nd of the
calendar year beginning after the Grantee became disabled.
An Election pursuant to this Paragraph 8(d)(iii) must be
filed with the Committee on or before the close of business
on (x) the June 30 following the date the Grantee becomes a
Disabled Grantee if the Grantee becomes a Disabled Grantee
on or before May 1 of a calendar year, (y) the 60th day
following the date the Grantee becomes a
-8-
Disabled Grantee if the Grantee becomes a Disabled Grantee after
May 1 and before November 2 of a calendar year or (z) the
December 31 following the date the Grantee becomes a Disabled
Grantee if the Grantee becomes a Disabled Grantee after November
2 of a calendar year.
(iv) A Retired Grantee may elect to defer the distribution date of the
Retired Grantee's Restricted Stock for a minimum of two
additional years from the date payment would otherwise be made
(provided that if an Election is made pursuant to this Paragraph
8(d)(iv), the Retired Grantee's Account shall be distributed in
full on or before the fifth anniversary of the Retired Grantee's
Normal Retirement). An Election pursuant to this Paragraph
8(d)(iv) must be filed with the Committee on or before the close
of business on the later of (x) the June 30 following the
Grantee's Normal Retirement on or before May 1 of a calendar
year, (y) the 60th day following the Grantee's Normal Retirement
after May 1 and before November 2 of a calendar year or (z) the
December 31 following the Grantee's Normal Retirement after
November 1 of a calendar year.
(e) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to an Election under this Paragraph 8 shall at all times represent the
general obligation of the Company. The Grantee shall be a general creditor of
the Company with respect to this obligation, and shall not have a secured or
preferred position with respect to such obligation. Nothing contained in the
Plan or an Award shall be deemed to create an escrow, trust, custodial account
or fiduciary relationship of any kind. Nothing contained in the Plan or an Award
shall be construed to eliminate any priority or preferred position of a Grantee
in a bankruptcy matter with respect to claims for wages.
(f) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to an Election under this Paragraph 8 shall not be subject in any manner
to attachment or other legal process for the debts of such Grantee; and no right
to receive Shares hereunder shall be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance.
9. SECURITIES LAWS; TAXES
(a) Securities Laws. The Committee shall have the power to make each grant
of Awards under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act and
the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment representation to the Company in connection with
the lapse of restrictions on Shares subject to an Award, or the execution of an
agreement by the Grantee to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified terms.
(b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or lapse of restrictions
under any Award. The Company shall not be required to deliver Shares pursuant to
any Award until it has been indemnified to its satisfaction for any such tax,
charge or assessment.
-9-
(c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to
Satisfy Tax Liability.
(i) In connection with the grant of any Award or the lapse of
restrictions under any Award, the Company shall have the right to
(A) require the Grantee to remit to the Company an amount
sufficient to satisfy any federal, state and/or local withholding
tax requirements prior to the delivery or transfer of any
certificate or certificates for Shares subject to such Award, or
(B) take any action whatever that it deems necessary to protect
its interests with respect to tax liabilities. The Company's
obligation to make any delivery or transfer of Shares shall be
conditioned on the Grantee's compliance, to the Company's
satisfaction, with any withholding requirement.
(ii) Except as otherwise provided in this Paragraph 9(c)(ii), any tax
liabilities incurred in connection with grant of any Award or the
lapse of restrictions under any Award under the Plan shall be
satisfied by the Company's withholding a portion of the Shares
subject to such Award having a fair market value approximately
equal to the minimum amount of taxes required to be withheld by
the Company under applicable law, unless otherwise determined by
the Committee with respect to any Grantee. Notwithstanding the
foregoing, the Committee may permit a Grantee to elect one or
both of the following: (A) to have taxes withheld in excess of
the minimum amount required to be withheld by the Company under
applicable law; provided that the Grantee certifies in writing to
the Company at the time of such election that the Grantee owns
Other Available Shares having a fair market value that is at
least equal to the fair market value to be withheld by the
Company in payment of withholding taxes in excess of such minimum
amount; and (B) to pay to the Company in cash all or a portion of
the taxes to be withheld in connection with such grant or lapse
of restrictions. In all cases, the Shares so withheld by the
Company shall have a fair market value that does not exceed the
amount of taxes to be withheld minus the cash payment, if any,
made by the Grantee. The fair market value of such Shares shall
be determined based on the last reported sale price of a Share on
the principal exchange on which Shares are listed or, if not so
listed, on the NASDAQ Stock Market on the last trading day prior
to the date of such grant or lapse of restriction. Any election
pursuant to this Paragraph 9(c)(ii) must be in writing made prior
to the date specified by the Committee, and in any event prior to
the date the amount of tax to be withheld or paid is determined.
An election pursuant to this Paragraph 9(c)(ii) may be made only
by a Grantee or, in the event of the Grantee's death, by the
Grantee's legal representative. No Shares withheld pursuant to
this Paragraph 9(c)(ii) shall be available for subsequent grants
under the Plan. The Committee may add such other requirements and
limitations regarding elections pursuant to this Paragraph
9(c)(ii) as it deems appropriate.
-10-
10. CHANGES IN CAPITALIZATION
The aggregate number of Shares and class of Shares as to which Awards
may be granted and the number of Shares covered by each outstanding Award shall
be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.
11. TERMINATING EVENTS
The Committee shall give Grantees at least thirty (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 Terminating Event. The
Committee may, in its discretion, provide in such notice that upon the
consummation of such Terminating Event, any restrictions on Restricted Stock
(other than Restricted Stock that has previously been forfeited) shall be
eliminated, in full or in part. Further, the Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any Election made pursuant to Paragraph 8, upon the consummation of
a Terminating Event, all Restricted Stock subject to an Election made pursuant
to Paragraph 8 shall be transferred to the Grantee.
12. AMENDMENT AND TERMINATION
The Plan may be terminated by the Board at any time. The Plan may be
amended by the Board or the Committee at any time. No Award shall be affected by
any such termination or amendment without the written consent of the Grantee.
13. EFFECTIVE DATE
The effective date of this amendment and restatement of the Plan is
November 18, 2002 upon the consummation of the AT&T Broadband Transaction. The
adoption of this amendment and restatement of the Plan and the grant of Awards
pursuant to this amendment and restatement of the Plan is subject to the
approval of the shareholders of the Company to the extent that the Committee
determines that such approval (a) is required pursuant to the By-laws of the
National Association of Securities Dealers, Inc., and the schedules thereto, in
connection with issuers whose securities are included in the NASDAQ National
Market System, or (b) is required to satisfy the conditions on Rule 16b-3. If
the Committee determines that shareholder approval is required to satisfy the
foregoing conditions, the Board shall submit the Plan to the shareholders of the
Company for their approval at the first annual meeting of shareholders held
after the adoption of the amended and restated Plan by the Board.
-11-
14. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania law.
Executed as of the 18/th/ day of November, 2002.
COMCAST CORPORATION
BY: /s/ Lawrence A. Smith
-------------------------
ATTEST: /s/ Arthur R. Block
---------------------
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EXHIBIT 5.1
Pepper Hamilton LLP
Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
December 4, 2002
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Re: Comcast Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to a Registration Statement on Form S-8 of
Comcast Corporation (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers 66,244,715 shares of Class A
Special Common Stock, par value $0.01, of the Company (the "Shares"), which may
be issued by the Company pursuant to the Comcast Corporation 2002 Employee Stock
Purchase Plan, as amended and restated effective November 18, 2002, the Comcast
Corporation 2002 Stock Option Plan, as amended and restated effective November
18, 2002, the Comcast Corporation 1987 Stock Option Plan, as amended and
restated effective November 18, 2002, and the Comcast Corporation 2002
Restricted Stock Plan, as amended and restated effective November 18,
(collectively, the "Plans").
We have examined the Registration Statement, including the
exhibits thereto, the Company's Articles of Incorporation, as amended, the
Company's By-Laws, the Plans and such documents as we have deemed appropriate in
rendering this opinion. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the authenticity of all documents submitted to us as copies of originals.
Based on the foregoing, we are of the opinion that the Shares,
when issued in accordance with the terms of the Plans, will be validly issued,
fully paid and non-assessable. This opinion is being furnished to you solely for
submission to the Securities and Exchange Commission as an exhibit to the
Registration Statement and, accordingly, may not be relied
upon, quoted in any manner to, or delivered to any other person or entity,
without in each instance our prior written consent.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
Our opinion is limited to the Business Corporation Law of the
Commonwealth of Pennsylvania, as amended, including the statutory provisions and
all applicable provisions of the Constitution of the Commonwealth of
Pennsylvania and reported judicial decisions interpreting these laws, and the
federal securities laws, each as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely,
/s/ Pepper Hamilton LLP
PEPPER HAMILTON LLP
EXHIBIT 5.2
Pepper Hamilton LLP
Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
215.981.4000
Fax 215.981.4750
December 4, 2002
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Re: Comcast Corporation
Restricted Stock Plan
Ladies and Gentlemen:
We have served as special counsel to Comcast Corporation, a
Pennsylvania Corporation (the "Company"), in connection with the registration by
the Company of shares of Class A Special Common Stock, par value $0.01 (the
"Shares") which may be issued by the Company pursuant to the Company's 2002
Restricted Stock Plan (the "Restricted Stock Plan") and the filing of a
registration statement on Form S-8 relating to the Shares (the "Registration
Statement"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned to them in the Registration Statement.
As such special counsel, we have made such legal and factual
examination and inquiries as we have deemed necessary or appropriate for
purposes of this opinion and have made such additional assumptions as are set
forth below.
The Restricted Stock Plan states that the Restricted Stock Plan permits
eligible employees to defer the receipt of compensation otherwise payable to
such eligible employees in accordance with the terms of the Restricted Stock
Plan. The Restricted Stock Plan is unfunded and the provisions relating to the
deferral of receipt of Shares are maintained primarily for the purpose of
providing deferred compensation to outside directors and to a select group of
management or highly compensated employees. For the purpose of this opinion, we
have assumed that (1) the Restricted Stock Plan was duly adopted by the Company
on December 19, 1990 and amended and restated, effective as of November 18, 2002
in its current form and (2) the Restricted Stock Plan provisions relating to
deferral of the receipt of Shares are maintained primarily for the purpose of
providing the opportunity to defer the receipt of shares upon the vesting of
restricted stock to a select group of management or highly compensated
employees.
By its express term, the Restricted Stock Plan potentially results in a
deferral of income by employees for periods extending to the termination of
covered employment or
beyond. Accordingly, the Restricted Stock Plan is an "employee pension benefit
plan" described in section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"). However, as the Restricted Stock Plan is unfunded
and maintained primarily for the purpose of providing deferred compensation to
outside directors and to a select group of management or highly compensated
employees, the Restricted Stock Plan is subject to parts 1 and 5 of Title I of
ERISA, but not to any other provisions of ERISA.
The Restricted Stock Plan is not designed or operated with the purpose
of satisfying the requirements for qualification under section 401(a) of the
Internal Revenue Code of 1986, as amended.
Parts 1 and 5 of Title 1 of ERISA do not impose any specific written
requirements on non-qualified deferred compensation arrangements such as the
Restricted Stock Plan as a condition to compliance with the applicable
provisions of ERISA. Further, the operation of the Restricted Stock Plan
pursuant to the written provisions of the Restricted Stock Plan will not cause
the Restricted Stock Plan to fail to comply with parts 1 or 5 of Title 5 of
ERISA.
On the basis of the foregoing, we are of the opinion that the
provisions of the written document constituting the Restricted Stock Plan
complies with the requirements of ERISA pertaining to such provisions.
This opinion letter is issued as of the date hereof and is limited to
the laws now in effect and in all respects is subject to and may be limited by
future legislation, as well as by future case law. We assume no responsibility
to keep this opinion current or to supplement it to reflect facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.
We hereby expressly consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the 1933 Act or the Rules and Regulations of the
Commission.
Sincerely,
/s/ Pepper Hamilton LLP
PEPPER HAMILTON LLP
EXHIBIT 23.1
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 February 5, 2002 (July 30,
2002 as to Note 14) (which report 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), appearing in Exhibit 99.1
to Registration Statement No. 333-99343 on Form S-8 of Comcast Corporation (now
known as Comcast Holdings Corporation).
Our audits of the financial statements referred to in our aforementioned report
also included the financial statement schedule of Comcast Corporation (now known
as Comcast Holdings Corporation), appearing in Exhibit 99.1 of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
December 3, 2002
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Comcast Corporation of our report dated March 25, 2002
relating to the consolidated financial statements of AT&T Corp., which appears
in AT&T Corp.'s Annual Report on Form 10-K/A for the year ended December 31,
2001. We also consent to the incorporation by reference of our report dated
March 25, 2002 relating to the consolidated financial statement schedule, which
appears in AT&T Corp.'s Annual Report on Form 10-K for the year ended December
31, 2001.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP
New York, New York
December 3, 2002
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Liberty Media Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Comcast Corporation of our report dated March 8, 2002, relating to
the consolidated balance sheets of Liberty Media Corporation and subsidiaries
("New Liberty" or "Successor") as of December 31, 2001 and 2000, and the related
consolidated statements of operations, comprehensive earnings, stockholders'
equity, and cash flows for the years ended December 31, 2001 and 2000 and the
period from March 1, 1999 to December 31, 1999 (Successor periods) and from
January 1, 1999 to February 28, 1999 (Predecessor period), which report appears
as an exhibit in the annual report on Form 10K/A of AT&T Corp.
As discussed in notes 3 and 8 to the aforementioned consolidated financial
statements, the Company changed its method of accounting for derivative
instruments and hedging activities in 2001.
As discussed in note 1 to the aforementioned consolidated financial statements,
effective March 9, 1999, AT&T Corp., the former parent company of New Liberty,
acquired Tele-Communications, Inc., the former parent company of Liberty Media
Corporation, in a business combination accounted for as a purchase. As a result
of the acquisition, the consolidated financial information for the periods after
the acquisition is presented on a different cost basis than that for the periods
before the acquisition and, therefore, is not comparable.
/s/ KPMG LLP
-----------------
KPMG LLP
Denver, Colorado
December 3, 2002
EXHIBIT 99.1
COMCAST CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(In millions)
Additions
Balance at Charged to Deductions Balance
Beginning Costs and from at End
of Year Expenses Reserves(A) of Year
Allowance for Doubtful Accounts
2001 $ 141.7 $ 86.3 $ 74.1 $ 153.9
2000 136.6 65.9 60.8 141.7
1999 120.7 48.6 32.7 136.6
Allowance for Excess and Obsolete
Electronic Retailing Inventories
2001 $ 105.5 $ 55.1 $ 46.3 $ 114.3
2000 89.2 46.3 30.0 105.5
1999 60.9 61.9 33.6 89.2
(A) Uncollectible accounts and excess and obsolete inventory written off.
