As filed with the Securities and Exchange Commission on
October 5, 1995.
Registration No. 33-
- --------------------------------------------------------------------------------
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
(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)
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
(Full Title of the Plan)
Arthur R. Block, Esquire
Vice President
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 Proposed
Maximum Maximum
Title of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee (1)
Class A Special
Common Stock, 4,000,000 (2) $19.6875 $78,750,000 $27,155.17
$1.00 Par Value
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low prices of the Class A Special Common
Stock of Comcast Corporation as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System on October 3, 1995.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Comcast Corporation Retirement- Investment Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by 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, 1994.
2. The Registrant's Annual Report on Form 11-K for the year ended
December 31, 1994, filed with respect to The Comcast Corporation
Retirement-Investment Plan (the "Plan").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.
4. The Registrant's Current Reports on Form 8-K filed on April 13,
1995 and April 25, 1995.
5. The consolidated financial statements of Storer Communications,
Inc., Commission File No. 1-3872 ("Storer"), for the year ended December 31,
1992 listed in Item 14(b)(ii) of the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, incorporated by reference to Storer's Annual
Report on Form 10-K for the year ended December 31, 1993.
6. The description of the Registrant's shares of Class A Special
Common Stock, $1.00 par value (the "Class A Special Common Stock"), contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
November 4, 1986 to register such securities under the 1934 Act, as amended by
the description contained in the Registrant's Proxy Statement dated May 26, 1988
under the caption, "Proposal to Increase the Number of Authorized Shares of the
Company's Common Stock," the description contained in the Registrant's Proxy
Statement dated June 1, 1990 under the caption, "Proposals to Amend the
Company's Articles of Incorporation to Eliminate the $1.00 Per Share Liquidation
Preference of the Company's Class A Common Stock and Class A Special Common
Stock" and the description contained in the Registrant's Proxy Statement dated
May 25, 1994 under the caption, "Approval of Amendment to the Company's Articles
of Incorporation to Increase the Number of Authorized Shares of the Company's
Class A Special Common Stock."
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All documents filed by the Registrant or the Plan 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 of Comcast Corporation and
subsidiaries and the related financial statement schedule, incorporated in this
registration statement by reference from the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994, 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. With respect to Storer, Comcast International Holdings, Inc. and
Subsidiaries ("Comcast International") and Garden State Cablevision, L.P.
("Garden State"), Deloitte & Touche LLP relied on the reports of other auditors,
as noted below.
The consolidated financial statements and schedules of Storer for the
year ended December 31, 1992, as incorporated by reference in the Annual Report
on Form 10-K of Comcast Corporation for the year ended December 31, 1994, have
been incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of Comcast International and Garden State,
incorporated by reference in this registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to said report on Garden State which includes an explanatory
paragraph that states that Garden State is currently seeking to justify its
existing rates on the basis of cost-of-service showings with regulatory
authorities as discussed in Note 9 to the financial statements.
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The combined financial statements for the U.S. Cable Television
Operations of Maclean Hunter, Inc. as at December 31, 1993 and 1992 and for the
years ended December 31, 1993, 1992 and 1991, incorporated in this registration
statement by reference from the Registrant's December 31, 1994 Annual Report on
Form 10-K, which incorporates such financial statements by reference, have been
audited by Ernst & Young, chartered accountants, 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 consolidated financial statements of QVC, Inc. ("QVC") and
subsidiaries, incorporated by reference in this registration statement from the
Registrant's Current Report on Form 8-K filed with the Commission on April 25,
1995 which incorporates as an exhibit QVC's consolidated financial statements as
of January 31, 1995 and 1994 and for each of the years in the three year period
ended January 31, 1995, have been audited and reported upon by KPMG Peat Marwick
LLP, independent certified public accountants, whose report thereon refers to a
change in accounting for income taxes in the year ended January 31, 1994. Such
consolidated financial statements have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Comcast MHCP Holdings, L.L.C.
and subsidiaries, incorporated in this registration statement by reference from
the Registrant's Current Report on Form 8-K filed on April 25, 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 financial statements of the Plan, included in the Annual Report on
Form 11-K filed with respect to the Plan for the year ended December 31, 1994
and incorporated in this registration statement by reference, 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.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subchapter D (Sections 1741 through 1750) of Chapter 17 the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contains provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers, employees and agents (collectively "Representatives"), and related
matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprises, 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, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
actions similar to that provided by Section 1741. However, indemnification is
not provided under Section 1742 in respect to any claim, issue or matter as to
which a Representative 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 Representative is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
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 indemnification of a
Representative is proper
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because the Representative met the applicable standard of conduct, and such
determination will be made by the board of directors by a 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 in a written opinion; or by the
shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the BCL 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 the
Representative 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
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the BCL shall not be deemed exclusive of any other rights to which a
Representative 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 Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the BCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the BCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
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
II-5
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 reduce 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.
Subsection 2(j) of the Plan provides that the Registrant will
indemnify and hold harmless to the maximum extent permitted by its Bylaws
officers and directors who exercise any discretionary authority or discretionary
control respecting management of the Plan or exercise any authority or control
with respect to management or disposition of the Plan's assets, or who have any
discretionary authority or discretionary responsibility in the administration of
the Plan.
II-6
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.
The following Exhibits are filed or incorporated by reference as part
of this Registration Statement:
Exhibit No.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
10.1 The Comcast Corporation Retirement- Investment Plan, as
amended and restated effective January 1, 1993 (revised
through September 30, 1995).
10.2 Defined Contribution Plans Master Trust Agreement Between
Comcast Corporation and State Street Bank and Trust Company.
II-7
23.1 Consents of Deloitte & Touche LLP.
23.2 Consents of KPMG Peat Marwick LLP.
23.3 Consent of Ernst & Young.
23.4 Consents of Arthur Andersen LLP.
23.5 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in
Exhibit 5).
24. Power of Attorney (included on page II-10 of this
registration statement).
With respect to Exhibit 5, the Registrant has submitted the Plan, as
amended and restated, (and will submit the Plan and subsequent amendments
thereto) to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the 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)
II-8
of the Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(b) 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 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
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 AND POWER OF ATTORNEY
The Registrant. 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 October 4, 1995.
COMCAST CORPORATION
By: /s/ Brian L. Roberts
----------------------------
Brian L. Roberts, President
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,
John R. Alchin, Lawrence S. Smith, Stanley Wang, 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 to this registration statement, and to file the same, 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, 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 October 4, 1995
Ralph J. Roberts of Directors; Director
/s/ Julian A. Brodsky
- --------------------- Vice Chairman of the October 4, 1995
Julian A. Brodsky Board of Directors;
Director
II-10
Signature Title(s) Date
/s/ Brian L. Roberts
- -------------------- President; Director October 4, 1995
Brian L. Roberts (Principal Executive
Officer)
/s/ John R. Alchin
- -------------------- Senior Vice President; October 4, 1995
John R. Alchin Treasurer (Principal
Financial Officer)
/s/ Lawrence S. Smith
- -------------------- Senior Vice President, October 4, 1995
Lawrence S. Smith Accounting and
Administration
(Principal Accounting
Officer)
/s/ Daniel Aaron
- -------------------- Director October 4, 1995
Daniel Aaron
/s/ Gustave G. Amsterdam
- ------------------------ Director October 4, 1995
Gustave G. Amsterdam
/s/ Sheldon M. Bonovitz
- ----------------------- Director October 4, 1995
Sheldon M. Bonovitz
/s/ Joseph L. Castle II
- ----------------------- Director October 4, 1995
Joseph L. Castle II
/s/ Bernard C. Watson
- --------------------- Director October 4, 1995
Bernard C. Watson
/s/ Irving A. Wechsler
- ---------------------- Director October 4, 1995
Irving A. Wechsler
/s/ Anne Wexler
- -------------------- Director October 4, 1995
Anne Wexler
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
The Comcast Corporation Retirement- Investment Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania on October 4, 1995.
THE COMCAST CORPORATION RETIREMENT-
INVESTMENT PLAN
By: Comcast Corporation,
Plan Administrator
By: /s/ Lawrence S. Smith
----------------------------------
Lawrence S. Smith
Senior Vice President,
Accounting and Administration
II-12
COMCAST CORPORATION
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
10.1 The Comcast Corporation Retirement-Investment Plan, as
amended and restated effective January 1, 1993 (revised
through September 30, 1995).
10.2 Defined Contribution Plans Master Trust Agreement Between
Comcast Corporation and State Street Bank and Trust Company.
23.1 Consents of Deloitte & Touche LLP.
23.2 Consents of KPMG Peat Marwick LLP.
23.3 Consent of Ernst & Young.
23.4 Consents of Arthur Andersen LLP.
23.5 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in
Exhibit 5).
24. Power of Attorney (included on page II-10 of this
registration statement).