UNITED STATES

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		27-0000798
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Comcast Center

Philadelphia, PA 19103-2838

(Address of principal executive offices)

COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN

COMCAST CORPORATION 2003 STOCK OPTION PLAN

COMCAST CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN

COMCAST-NBCUNIVERSAL 2011 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Arthur R. Block

Executive Vice President and General Counsel

Comcast Corporation

One Comcast Center

Philadelphia, Pennsylvania 19103-2838

(Name and address of agent for service)

(215) 286-1700

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered (1) (2)		Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price(3)		Amount of registration fee(3)
Class A Common Stock, par value $0.01 per share		159,000,000		$66.985		$10,650,615,000		$1,072,516.93

(1)

This registration statement registers the issuance of 159,000,000 shares of Class A Common Stock (the “Class A Common Stock”) of Comcast Corporation (the “Registrant”), par value $0.01, 37,500,000 of which are issuable pursuant to the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated, 99,000,000 of which are issuable pursuant to the Comcast Corporation 2003 Stock Option Plan, as amended and restated, 15,000,000 of which are issuable pursuant to the Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated, and 7,500,000 of which are issuable pursuant to the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated (collectively, the “Plans”).

(2)

Pursuant to Rule 416, there shall also be deemed covered hereby such additional securities as may result from anti-dilution adjustments under the Plans and which may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.

(3)

Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the high and low sales prices of shares of Class A Common Stock on the Nasdaq National Market on July 21, 2016. Pursuant to Rule 457(p) under the Securities Act, the $644,556.34 remaining of the relevant portion of the registration fees previously paid with respect to unsold securities registered on Registration Statement File No. 333-199741, initially filed on October 31, 2014 by Midwest Cable, Inc., a wholly owned subsidiary of Comcast Corporation, is being carried forward and is being applied to the registration fee of $1,072,516.93 in connection with this offering. The balance of the registration fee of $427,960.59 has been separately paid with respect to this offering.

 

 

 

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EXPLANATORY NOTE

Registration of Additional Shares under Comcast Corporation 2002 Restricted Stock Plan

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this “Registration Statement”) is being filed in order to register an additional 37,500,000 shares of the Registrant’s Class A Common Stock, par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan, the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated, as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2002 (Registration No. 333-101295, as amended by post-effective amendment no. 1 filed on December 4, 2002), December 4, 2002 (Registration No. 333-101645), April 8, 2003 (Registration No. 333-104385), March 1, 2005 (Registration No. 333-123059), January 4, 2006 (Registration No. 333-130847), May 16, 2008 (Registration No. 333-150976), August 21, 2009 (Registration No. 333-161468) and May 23, 2011 (Registration No. 333-174416), all of which are hereby incorporated by reference.

Registration of Additional Shares under Comcast Corporation 2003 Stock Option Plan

Pursuant to General Instruction E of Form S-8, this Registration Statement is also being filed in order to register an additional 99,000,000 shares of the Registrant’s Class A Common Stock, par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan, the Comcast Corporation 2003 Stock Option Plan, as amended and restated, as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Commission on April 8, 2003 (Registration No. 333-104385), May 16, 2008 (Registration No. 333-150976), August 21, 2009 (Registration No. 333-161468) and May 23, 2011 (Registration No. 333-174416), all of which are hereby incorporated by reference.

Registration of Additional Shares under Comcast Corporation 2002 Employee Stock Purchase Plan

Pursuant to General Instruction E of Form S-8, this Registration Statement is also being filed in order to register an additional 15,000,000 shares of the Registrant’s Class A Common Stock, par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan, the Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated, as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Commission on November 19, 2002 (Registration No. 333-101295, as amended by post-effective amendment no. 1 filed on December 4, 2002), December 4, 2002 (Registration No. 333-101645), January 4, 2006 (Registration No. 333-130844), August 21, 2009 (Registration No. 333-161468) and August 2, 2012 (Registration No. 333-183008), all of which are hereby incorporated by reference.

Registration of Additional Shares under Comcast-NBCUniversal 2011 Employee Stock Purchase Plan

Pursuant to General Instruction E of Form S-8, this Registration Statement is also being filed in order to register an additional 7,500,000 shares of the Registrant’s Class A Common Stock, par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan, the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated, as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Commission on May 23, 2011 (Registration No. 333-174417) and August 2, 2012 (Registration No. 333-183008), all of which are hereby incorporated by reference.

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Item 8.

Exhibits.

 

5.1		Opinion of Pepper Hamilton LLP (regarding validity)
5.2		Opinion of Pepper Hamilton LLP (regarding ERISA)
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Pepper Hamilton LLP (contained in Exhibits 5.1 and 5.2)
24.1		Power of Attorney (contained in the signature pages hereto)

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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 the City of Philadelphia, Commonwealth of Pennsylvania, on July 28, 2016.

 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Brian L. Roberts, Michael J. Cavanagh, David L. Cohen, Arthur R. Block and Lawrence J. Salva and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their substitute or substitutes, 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 dates indicated.

 

Signature		Title		Date
/s/    Brian L. Roberts		Chairman and CEO; Director		July 28, 2016
Brian L. Roberts		(Principal Executive Officer)
/s/    Michael J. Cavanagh		Senior Executive Vice President and CFO		July 28, 2016
Michael J. Cavanagh		(Principal Financial Officer)
/s/    Lawrence J. Salva		Executive Vice President and		July 28, 2016
Lawrence J. Salva		Chief Accounting Officer (Principal Accounting Officer)
/s/    Kenneth J. Bacon		Director		July 28, 2016
Kenneth J. Bacon
/s/    Madeline S. Bell		Director		July 28, 2016
Madeline S. Bell
/s/    Sheldon M. Bonovitz		Director		July 28, 2016
Sheldon M. Bonovitz

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Signature		Title		Date
/s/    Edward Breen		Director		July 28, 2016
Edward Breen
/s/    Joseph J. Collins		Director		July 28, 2016
Joseph J. Collins
/s/    Gerald L. Hassell		Director		July 28, 2016
Gerald L. Hassell
/s/    Jeffrey A. Honickman		Director		July 28, 2016
Jeffrey A. Honickman
/s/    Eduardo G. Mestre		Director		July 28, 2016
Eduardo G. Mestre
/s/    Johnathan A. Rodgers		Director		July 28, 2016
Johnathan A. Rodgers
/s/    Dr. Judith Rodin		Director		July 28, 2016
Dr. Judith Rodin

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EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
5.1		Opinion of Pepper Hamilton LLP (regarding validity)
5.2		Opinion of Pepper Hamilton LLP (regarding ERISA)
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Pepper Hamilton LLP (contained in Exhibits 5.1 and 5.2)
24.1		Power of Attorney (contained in the signature pages hereto)

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

July 28, 2016

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103-2838

 

Re:

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 (the “Registration Statement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement.

The Registration Statement relates to 159,000,000 shares of Class A Common Stock, par value $0.01, of the Company (the “Shares”), 37,500,000 of which may be issued by the Company pursuant to the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated (the “Restricted Stock Plan”), 99,000,000 of which may be issued by the Company pursuant to the Comcast Corporation 2003 Stock Option Plan, as amended and restated (the “Stock Option Plan”), 15,000,000 of which may be issued by the Company pursuant to the Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated (the “2002 Employee Stock Purchase Plan”) and 7,500,000 of which may be issued by the Company pursuant to the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan (the “2011 Employee Stock Purchase Plan”, and together with the Restricted Stock Plan, the Stock Option Plan and the 2002 Employee Stock Purchase Plan, the “Plans”).

In connection with our representation of the Company, as a basis for our opinions hereinafter set forth, we have examined the Registration Statement, including the exhibits thereto, the Company’s Articles of Incorporation, as amended and restated, the Company’s By-laws, as amended and restated, the Plans and such other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. 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.

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 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.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such 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 or the rules or regulations of the Securities and Exchange Commission thereunder.

 

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

July 28, 2016

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103-2838

 

Re:

Comcast Corporation 2002 Restricted Stock Plan

Ladies and Gentlemen:

We have served as counsel to Comcast Corporation, a Pennsylvania Corporation (the “Company”), in connection with the registration by the Company of 159,000,000 shares of Class A Common Stock, par value $0.01 (the “Shares”), on Form S-8 with the Securities and Exchange Commission (the “Commission”). Of the total Shares registered, 37,500,000 may be issued pursuant to the Company’s 2002 Restricted Stock Plan, as amended and restated (the “Restricted Stock Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

As such 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 document states that the Restricted Stock Plan was established to permit eligible employees and non-employee directors to defer the receipt of compensation otherwise payable to such outside directors and eligible employees in accordance with the terms of the Restricted Stock Plan. The Restricted Stock Plan is unfunded and states that it is 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 February 22, 2016 in its current form, and (2) the deferral provisions of the Restricted Stock Plan are maintained primarily for the purpose of providing the opportunity to defer the receipt of shares upon the vesting of awards of restricted stock and restricted stock units and to convert the right to receive shares to the right to receive the cash value of the shares to non-employee directors and a select group of management or highly compensated employees.

By its express terms, 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 a plan that 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 comply 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.

 

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2016, relating to the consolidated financial statements and consolidated financial statement schedule of Comcast Corporation, and the effectiveness of Comcast Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Comcast Corporation for the year ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

July 28, 2016