As filed with the Securities and Exchange Commission on
December 24, 1996.
Registration Statement No. 333-
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
COMCAST CORPORATION
- --------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
PENNSYLVANIA 23-1709202
- --------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street, Philadelphia, PA 19102-2148
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
COMCAST CORPORATION 1996 DEFERRED COMPENSATION PLAN
- --------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------
(Name and address of agent for service)
(215) 665-1700
- --------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------
Proposed
Title of Securities Amount Maximum
to be Registered to be Registered Offering Price
Per Share<F1>
- --------------------------------------------------------------------------
Deferred
Compensation $20,000,000 100%
Obligations
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Proposed
Maximum Amount of
Aggregate Registration
Offering Price <F1> Fee <F2>
- --------------------------------------------------------------------------
$20,000,000 $6,060.61
- --------------------------------------------------------------------------
<FN>
<F1>
(1) The deferred compensation obligations to which this Registration
Statement relates (the "Deferred Compensation Obligations") arise under
the Comcast Corporation 1996 Deferred Compensation Plan (the "Plan") and
are unsecured obligations of Comcast Corporation to pay deferred
compensation in the future pursuant to compensation deferral elections
made by participants in the Plan in accordance with the terms of the Plan.
</F1>
<F2>
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purposes of calculating the registration fee.
</F2>
</FN>
/TABLE
PART II
-------
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 Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. The Registrant's Current Reports on Form 8-K as filed on
February 12, 1996, April 10, 1996, May 9, 1996, May 28, 1996 (amended by a
Form 8-K/A filed on July 22, 1996), August 21, 1996, November 4, 1996 and
November 27, 1996.
4. 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
- -------
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,
II-1
1995, 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.
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 for QVC, Comcast International and Garden State for the
periods specified in the Registrant's consolidated financial statements
included 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 three years in the period ended
December 31, 1995 included in Amendment Number 5 dated July 18, 1996 to
the Current 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.
-------------------------
The following description of the deferred compensation
obligations of the Registrant under the Comcast Corporation 1996 Deferred
Compensation Plan (the "Plan") is qualified by reference to the Plan,
which is included as an exhibit to this registration statement.
Capitalized terms used in this Item 4 and not otherwise defined in this
registration statement shall have the respective meanings attributed to
such terms in the Plan.
The deferred compensation obligations incurred by the Registrant
under the Plan will be unsecured general obligations of the Registrant to
pay the Compensation deferred in accordance with the terms of the Plan,
and will rank equally with other unsecured and unsubordinated indebtedness
of the Registrant, from time to time outstanding, payable from the general
assets of the Registrant. Because the Registrant has subsidiaries, the
right of the Registrant, and hence the right of creditors of the
Registrant (including Participants in the Plan), to participate in a
distribution of the assets of a subsidiary upon its liquidation or
reorganization or otherwise, necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor may be recognized.
II-2
Under the Plan, the Registrant will provide Eligible Employees of
the Registrant and each of the Registrant's subsidiaries which is a
Participating Company and members of the Registrant's Board of Directors
(the "Board") who are not employees of a Participating Company (the
"Outside Directors") with the opportunity to elect to defer all or a
portion of the Compensation to be received from the Registrant or another
Participating Company, provided that sales commissions or similar payments
or awards shall not be included as Compensation for purposes of the Plan,
and Severance Pay shall be included as Compensation for purposes of the
Plan only to the extent permitted by the Subcommittee on Performance Based
Compensation of the Compensation Committee of the Board (the "Committee"),
in its sole discretion.
Effective January 1, 1997, each Participant, other than a
Participant who is subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 (an "Insider"), may, as an alternative to
having all of his or her Account credited with income, gains and losses as
if it were invested in the Plan's Income Fund, elect to have all or any
portion of his or her Account (to the extent credited through the December
31 preceding the effective date of such election) credited with income,
gains and losses as if it were invested in the Plan's Common Stock Fund
(the "Deferred Compensation Obligations"). An investment fund election
shall continue in effect until revoked or superseded. Amounts subject to
distribution in installments shall be deemed invested in the Income Fund
beginning when installment distributions commence. In the absence of an
effective election, the Participant shall be deemed to have elected to
have his or her Account credited with income, gains and losses as if it
were invested in the Income Fund. Investment fund elections under the
Plan will be effective as of the first day of each Plan Year beginning on
and after January 1, 1997, provided that the election is filed with the
Committee on or before the close of business on December 31 of the Plan
Year preceding such Plan Year. A Participant may only make an investment
fund election with respect to the Participant's accumulated Account as of
the December 31 preceding the effective date of the election. If a
Participant who was not an Insider becomes an Insider, then,
notwithstanding the foregoing, such Participant may elect to transfer to
the Income Fund the portion of his Account, if any, deemed invested in the
Company Stock Fund, effective as of the first day of any calendar month
beginning after such Participant becomes an Insider. Each amount of
Compensation deferred by a Participant in accordance with the terms of the
Plan will be credited to such Participant's Account as of the date on
which such amount would have been paid to the Participant but for the
Participant's election to defer receipt of the amount under the Plan.
As defined in the Plan, the Income Fund is a hypothetical
investment fund pursuant to which income, gains and losses are credited to
a Participant's Account as if such Account, to the extent deemed invested
in the Income Fund, were credited with interest at the Applicable Interest
Rate. As defined in the Plan, the Applicable Interest Rate means 12% per
annum, compounded annually as of the last day of the Plan Year (the
"Standard Applicable Interest Rate"), except to the extent the Committee,
in its sole discretion, designates for the period extending from the date
of a Participant's termination of employment to the date of his or her
Account's distribution in full an Applicable Interest Rate equal to the
lesser of (i) the Standard Applicable Interest Rate and (ii) the Prime
Rate plus one percent, compounded annually as of the last day of the Plan
Year.
II-3
As defined in the Plan, the Company Stock Fund is a hypothetical
investment fund pursuant to which income, gains and losses are credited to
a Participant's Account as if the Account, to the extent deemed invested
in the Company Stock Fund, were invested in hypothetical shares of the
Registrant's Class A Special Common Stock, $1.00 par value (the "Company
Stock"), and all dividends and other distributions paid with respect to
Company Stock were temporarily held uninvested in cash and then
reinvested, as of the next suceeding December 31, in additional
hypothetical shares of the Company Stock, based on the Fair Market Value
of the Company Stock as of such date.
Except as otherwise provided in the case of a liquidation of the
Registrant or a Change of Control, each Participant is permitted to
specify by election the method of distribution of any amount credited to
his or her Account. Under the terms of the Plan, a Participant may elect
from among the following methods of distribution: (i) a lump sum
payment; (ii) substantially equal annual installments over a period of
five, ten or 15 years; and (iii) substantially equal monthly installments
over a period not exceeding 15 years.
If a Participant terminates employment (or, in the case of a
Participant who is an Outside Director, such Participant terminates
service as an Outside Director) because of disability, or the Participant
becomes disabled after termination of employment or service, the
Participant may elect to change the form of distribution and/or elect to
accelerate the payment of the distribution so that payment is made or
commences on the January 2nd of the calendar year which begins after the
date of disability. If a Participant terminates employment or service due
to death, or if a Participant dies after termination of employment or
service, the Participant's beneficiary or beneficiaries may change the
form of distribution and/or accelerate the payment of the distribution so
that a distribution is made or commences on the January 2nd of the
calendar year which begins after the date of death; or defer the
commencement of distribution for a minimum of one additional year from the
existing benefit commencement date, provided that any deferral election to
defer the benefit commencement date results in the distribution of the
Participant's Account balance in full on or before the fifth anniversary
of the Participant's death. Notwithstanding the terms of an election, if,
upon the written application of a Participant, the Committee determines
that such Participant has a financial emergency of such a substantial
nature and beyond the individual's control that payment of amounts
previously deferred under the Plan is warranted, the Committee, in its
sole discretion, may authorize the immediate distribution to the
Participant of all or a portion of his or her Account.
The Plan provides that the Registrant shall give Participants at
least 30 days notice (or, if not practicable, such shorter notice as may
be reasonably practicable) prior to the anticipated date of the
consummation of a liquidation of the Registrant or a Change of Control
(each a "Terminating Event"). The Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the
Plan or the terms of any election, upon the consummation of a Terminating
Event, the Account balance of each Participant shall be distributed in
full.
II-4
Whether or not the Registrant is a Participant's employer, all
Compensation deferred under the Plan will continue for all purposes to be
a part of the general funds of the Registrant and the Participant's
Account will at all times represent the general obligation of the
Registrant. Each Participant will be a general creditor of the Registrant
with respect to all of the Registrant's deferred compensation obligations
to the Participant under the Plan, and will not have a secured or
preferred position with respect to his or her Account. Nothing contained
in the Plan shall be deemed to create an escrow, trust, custodial account
or fiduciary relationship of any kind or to eliminate any priority or
preferred position of a Participant in a bankruptcy matter with respect to
claims for wages. Under the terms of the Plan, the right of a Participant
in or to an Account, benefit or payment under the Plan shall not be
subject in any manner to attachment or other legal process for the debts
of such Participant; and no such Account, benefit or payment shall be
subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.
The Registrant, by action of the Board or the Committee, without
the consent of Participants, may amend or modify the Plan at any time,
except that no such action shall change the Applicable Interest Rate with
respect to the portion of a Participant's Account that is attributable to
an election made with respect to Compensation earned in a Plan Year and
filed with the Committee before the date of such action. The Registrant,
by action of the Board, reserves the right at any time, or from time to
time, to terminate the Plan.
The Registrant will settle a Participant's Account and discharge
all Obligations under the Plan in cash.
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
II-5
no reasonable cause to believe his conduct was unlawful. Under Section
1743, indemnification is mandatory to the extent that the director,
officer, employee or agent has been successful on the merits or otherwise
in defense of any action or proceeding relating to third-party or
derivative actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the corporation unless and only to the
extent that the proper court determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the
corporation as authorized in the specific case upon a determination that
the representative met the applicable standard of conduct set forth in
those 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 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 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
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
II-6
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.
The Registrant has purchased directors and officers liability
insurance for its directors and officers.
II-7
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following Exhibits are filed or incorporated by reference as
part of this registration statement:
Exhibit No. Description
4.1(a) Amended and Restated Bylaws 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).
5.1 Opinion of Wolf, Block, Schorr and Solis-
Cohen, Philadelphia, Pennsylvania.
5.2 Opinion of Pepper, Hamilton & Scheetz,
Philadelphia, Pennsylvania.
10 Comcast Corporation 1996 Deferred
Compensation 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.
II-8
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-
Cohen (included in Exhibit 5.1).
23.7 Consent of Pepper, Hamilton & Scheetz
(included in Exhibit 5.2).
24. Power of Attorney (included on page II-11 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).
Item 9. Undertakings.
------------
(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, as amended (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;
II-9
(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.
(h) 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.
II-10
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 20, 1996.
COMCAST CORPORATION
By: 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, as amended,
this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title(s) Date
- --------- -------- ----
RALPH J. ROBERTS Chairman of the Board December 20, 1996
- ------------------------ of Directors; Director
Ralph J. Roberts
JULIAN A. BRODSKY Vice Chairman of the December 20, 1996
- ------------------------ Board of Directors;
Julian A. Brodsky Director
II-11
Signature Title(s) Date
- --------- -------- ----
BRIAN L. ROBERTS President; Director December 20, 1996
- ------------------------ (Principal Executive
Brian L. Roberts Officer)
LAWRENCE S. SMITH Executive Vice President December 20, 1996
- ------------------------ (Principal Accounting
Lawrence S. Smith Officer)
JOHN R. ALCHIN Senior Vice President, December 20, 1996
- ------------------------ Treasurer (Principal
John R. Alchin Financial Officer)
DANIEL AARON Director December 20, 1996
- ------------------------
Daniel Aaron
GUSTAVE G. AMSTERDAM Director December 20, 1996
- ------------------------
Gustave G. Amsterdam
SHELDON M. BONOVITZ Director December 20, 1996
- ------------------------
Sheldon M. Bonovitz
JOSEPH L. CASTLE II Director December 20, 1996
- ------------------------
Joseph L. Castle II
BERNARD C. WATSON Director December 20, 1996
- ------------------------
Bernard C. Watson
IRVING A. WECHSLER Director December 20, 1996
- ------------------------
Irving A. Wechsler
Director December 20, 1996
- ------------------------
Anne Wexler
II-12
COMCAST CORPORATION
THE COMCAST CORPORATION 1996 DEFERRED COMPENSATION PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
- ----------
5.1 Opinion of Wolf, Block, Schorr and Solis-Cohen.
5.2 Opinion of Pepper, Hamilton & Scheetz.
10 Comcast Corporation 1996 Deferred Compensation 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 5.1).
23.7 Consent of Pepper, Hamilton & Scheetz (included in
Exhibit 5.2).
24 Power of Attorney (included on page II-11 of this
registration statement).
II-13