As filed with the Securities and Exchange Commission on
July 22, 1996.
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMCAST CORPORATION
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(Exact name of issuer as specified in its charter)
PENNSYLVANIA 23-1709202
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street, Philadelphia, PA 19102-2148
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(Address of Principal Executive Offices) (Zip Code)
COMCAST CORPORATION 1996 STOCK OPTION PLAN
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(Full Title of the Plan)
Arthur R. Block, Esquire
Vice President and Senior Deputy General Counsel
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
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(Name and address of agent for service)
(215) 665-1700
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(Telephone number, including area code, of agent for service)
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
Philadelphia, PA 19102
(215) 977-2000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
Registered Regis- Price Per Offering Registration
tered Share(1) Price(1) Fee(1)
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Class A Special 20,000,000 $15.00 $300,000,000 $103,449
Common Stock Shares(2)
$1.00 Par Value
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the bid and asked prices of the Class A Special Common
Stock as reported on the Nasdaq National Market on July 16, 1996.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Comcast Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated into this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
3. The Registrant's Current Reports on Form 8-K as filed on
February 12, 1996, April 10, 1996 and May 9, 1996.
4. The Registrant's Current Report on Form 8-K as filed on May
28, 1996, as amended by the Registrant's Current Report on Form 8-K/A as
filed on July 22, 1996.
5. The description of the Registrant's capital stock, including
its Class A Special Common Stock, $1.00 par value, contained in the
Registrant's Registration Statement on Form 8-A/A as filed on July 16, 1996.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Experts
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The consolidated financial statements and the related financial
statement schedule of Comcast Corporation and its subsidiaries as of December
31, 1995 and 1994 and for each of the three years ended December 31, 1995,
incorporated in this registration statement by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995, have
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been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The Registrant's consolidated financial statements include amounts
for QVC, Inc. and subsidiaries ("QVC"), Comcast International Holdings, Inc.
and subsidiaries ("Comcast International") and Garden State Cablevision L.P.
("Garden State"). Other auditors have audited the consolidated financial
statements of QVC as of December 31, 1995 and for the eleven-month period then
ended, the consolidated financial statements of Comcast International as of
December 31, 1994 and for the two years then ended, and the financial
statements of Garden State as of December 31, 1994 and for the two years then
ended. The reports of such auditors with respect to the financial statements
of QVC, Comcast International and Garden State were relied upon by Deloitte &
Touche LLP for the purpose of its report with respect to the consolidated
financial statements of the Registrant described above, insofar as such
report relates to amounts included in the Registrant's consolidated financial
statements for QVC, Comcast International and Garden State for the periods
specified in the Registrant's consolidated financial statements.
The combined financial statements of Scripps Cable as of
December 31, 1995 and 1994 and for each of the years ended December 31, 1995,
1994 and 1993, included in Amendment Number 5 dated July 18, 1996 to the Report
on Form 8-K of The E.W. Scripps Company dated December 28, 1995 and
incorporated by reference in this registration statement, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, has no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action or proceeding relating to third-party or derivative
actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that the representative
met the applicable standard of conduct set forth in the those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the final disposition
of such action or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by the court to have constituted willful misconduct or recklessness,
the indemnification and advancement of expenses provided by this Subchapter of
the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
by-law, 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 1747 grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against that liability under
this Subchapter of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement
of expenses provisions contained in Sections 1741-1750 of the BCL to
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successor corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Sections 1741-1750 of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representative of such person.
Section 7-2 of the Registrant's Bylaws provides that the
Registrant will indemnify any director or officer of the Registrant to the
fullest extent permitted by Pennsylvania Law against all expense, liability and
loss reasonably incurred or suffered by such person in connection with any
threatened pending or completed action, suit or proceeding (a "Proceeding")
involving such person by reason of the fact that he or she is or was a director
or officer of the Registrant or is or was serving at the request or for the
benefit of the Registrant in any capacity for another corporation or other
enterprise. No indemnification pursuant to Section 7-2 may be made, however,
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Section 7-2 further provides that the right to indemnification
includes the right to have the expenses incurred by the indemnified person in
defending any Proceeding paid by the Registrant in advance of the final
disposition of the Proceeding to the fullest extent permitted by Pennsylvania
Law. In addition, Section 7-2 provides that the Registrant may purchase and
maintain insurance for the benefit of any person on behalf of whom insurance is
permitted to be purchased by Pennsylvania Law against any expense, liability or
loss whether or not the Registrant would have the power to indemnify such
person under Pennsylvania or other law. The Registrant may also purchase and
maintain insurance to insure its indemnification obligations, whether arising
under the Bylaws or otherwise. In addition, Section 7-2 states that the
Registrant may create a fund of any nature or otherwise may secure in any
manner its indemnification obligations, whether arising under the Bylaws or
otherwise.
Section 7-3 of the Registrant's Bylaws states that the provisions
of the Bylaws relating to indemnification constitute a contract between the
Registrant and each of its directors and officers which may be modified as to
any director or officer only with that person's consent or as provided in
Section 7-3. Further, any repeal or amendment of the indemnification
provisions of the Bylaws adverse to any director or officer will apply only on
a prospective basis. In addition, no repeal or amendment of the Bylaws may
affect the indemnification provisions of the Bylaws so as to limit
indemnification or the advancement of expenses in any manner unless adopted by
(a) the unanimous vote of the directors of the Registrant then serving or (b)
the affirmative vote of shareholders entitled to cast at least 80% of the votes
that all shareholders are entitled to cast in the election of directors,
provided that no such amendment will have a retroactive effect inconsistent
with the preceding sentence.
Subsection 5(d) of the Comcast Corporation 1996 Stock Option Plan
(the "Plan") provides that each member of the committee that administers the
Plan shall be entitled to indemnity from the Registrant to
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the fullest extent provided by applicable law and the Registrant's Bylaws in
connection with or arising out of any actions, suit or proceeding with respect
to the administration of the Plan or the granting of options thereunder in
which such member may be involved by reasons 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.
The Registrant has purchased directors and officers liability
insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed or incorporated by reference as
part of this registration statement:
Exhibit No. Description
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4.1(a) Amended and Restated By-Laws of the
Registrant (incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1993).
4.1(b) Restated Articles of Incorporation
(incorporated by reference to Exhibit
3.1(a) of the Registrant's Annual Report
on Form 10-K for the year ended
December 31, 1995).
4.1(c) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1(b) of the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995).
4.1(d) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1(c) of the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995).
4.1(e) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 4.1(d) of the Registrant's
Registration Statement (No. 333-06161) on
Form S-3).
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4.2 Specimen Class A Special Common Stock
Certificate (incorporated by reference to
Exhibit 4(2) to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1986).
5 Opinion of Wolf, Block, Schorr and Solis-
Cohen.
10 Comcast Corporation 1996 Stock Option
Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-
Cohen (included in Exhibit 5).
24. Power of Attorney (included on page II-9
of this registration statement).
99.1 Report of Independent Public Accountants
to QVC, Inc., as of December 31, 1995 and
for the eleven-month period then ended
(incorporated by reference to Exhibit
99.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1995).
99.2 Report of Independent Public Accountants
to Garden State Cablevision L.P., as of
December 31, 1994 and 1993 and for the
years then ended (incorporated by
reference to Exhibit 99.2 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
99.3 Report of Independent Public Accountants
to Comcast International Holdings, Inc.,
as of December 31, 1994 and 1993 and for
the years then ended (incorporated by
reference to Exhibit 99.3 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994).
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Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");
(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 the
aggregate, represent a fundamental change in the information set forth in this
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 (a)(1)(i) and
(a)(1)(ii) 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 1934 Act that
are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under
the 1933 Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the 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.
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(c) Insofar as indemnification for liabilities arising under the
1933 Act 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
--------------------------------
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 July 18, 1996.
COMCAST CORPORATION
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ralph J. Roberts, Brian L. Roberts, Julian A. Brodsky,
Stanley Wang and Arthur R. Block, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's 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 the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any 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(s) Date
- --------- -------- -----
/s/ Ralph J. Roberts Chairman of the Board July 18, 1996
- ------------------------ of Directors; Director
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the July 18, 1996
- ------------------------ Board of Directors;
Julian A. Brodsky Director
/s/ Brian L. Roberts President; Director July 18, 1996
- ------------------------ (Principal Executive
Brian L. Roberts Officer)
II-9
Signature Title(s) Date
- --------- -------- ----
/s/ Lawrence S. Smith Executive Vice President July 18, 1996
- ------------------------ (Principal Accounting
Lawrence S. Smith Officer)
/s/ John R. Alchin Senior Vice President, July 18, 1996
- ------------------------ Treasurer (Principal
John R. Alchin Financial Officer)
/s/ Daniel Aaron Director July 18, 1996
- ------------------------
Daniel Aaron
/s/ Gustave G. Amsterdam Director July 18, 1996
- ------------------------
Gustave G. Amsterdam
/s/ Sheldon M. Bonovitz Director July 18, 1996
- ------------------------
Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director July 18, 1996
- ------------------------
Joseph L. Castle II
/s/ Bernard C. Watson Director July 18, 1996
- ------------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director July 18, 1996
- ------------------------
Irving A. Wechsler
/s/ Anne Wexler Director July 18, 1996
- ------------------------
Anne Wexler
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COMCAST CORPORATION
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
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5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
10 Comcast Corporation 1996 Stock Option Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-Cohen (included in
Exhibit 5).
24. Power of Attorney (included on page II-9 of this
registration statement).
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