Comcast Corporation--Restricted Stock Plan--Form S-8

As Filed with the Securities and Exchange Commission on January 3, 2006

Registration No. 333-            


 

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.)

 

1500 Market Street

Philadelphia, PA 19102-2148

(215) 665-1700

(Address of principal executive offices)

 

COMCAST CORPORATION 2002 RESTRICTED STOCK PLAN

(Full title of the plan)

 

Arthur R. Block

Senior Vice President and General Counsel

Comcast Corporation

1500 Market Street

Philadelphia, Pennsylvania 19102-2148

(Name and address of agent for service)

 

(215) 665-1700

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

 


 

CALCULATION OF REGISTRATION FEE

 


Title of securities

to be registered

  

Amount to be

registered (1) (2)

  

Proposed

maximum offering

price per unit (1)

  

Proposed

maximum

aggregate

offering price (3)

  

Amount of

registration fee (3)

Class A Common Stock, par value $0.01 per share

   20,000,000    $25.98    $519,600,000.00    $55,597.20

 

(1) This registration statement (the “Registration Statement”) registers the issuance of 20,000,000 shares of the Class A Common Stock (the “Common Stock”) of Comcast Corporation (the “Registrant”), par value $0.01, which are issuable pursuant to the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated (the “Plan”).

 

(2) Pursuant to Rule 416, there shall also be deemed covered hereby such additional shares as may result from anti-dilution adjustments under the Plan 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 December 30, 2005.

 



PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (the “Registration Statement”) is being filed in order to register an additional 20,000,000 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 Restricted Stock Plan, as amended and restated, as those shares registered in the Registrant’s registration statements on Form S-8 and Form S-8 POS, previously filed with the Commission on March 1, 2005 (Registration No. 333-123059), April 8, 2003 (Registration No. 333-104385), November 19, 2002, December 4, 2002 (Registration No. 333-101295) and December 4, 2002 (Registration No. 333-101645), which are hereby incorporated by reference.

 

Item 8. Exhibits.

 

  5.1    Opinion of Pepper Hamilton LLP.
  5.2    Opinion of Pepper Hamilton LLP.
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).


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 Commonwealth of Pennsylvania, on December 30, 2005.

 

COMCAST CORPORATION
By:   /s/ Arthur R. Block
Name:   Arthur R. Block, Senior Vice
    President, General Counsel and Secretary

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of David L. Cohen, Lawrence S. Smith, Arthur R. Block and Lawrence J. Salva his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his 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/ Ralph J. Roberts


Ralph J. Roberts

   Chairman of the Executive and Finance Committee of the Board of Directors; Director   January 3, 2006

/s/ Brian L. Roberts


Brian L. Roberts

   Chairman of the Board, President and Chief Executive Officer; Director (Principal Executive Officer)   January 3, 2006

/s/ John R. Alchin


John R. Alchin

   Executive Vice President, Co-Chief Financial Officer and Treasurer (Co-Principal Financial Officer)   January 3, 2006

 

-2-


    Signature    


  

    Title    


 

    Date    


/s/ Lawrence S. Smith


Lawrence S. Smith

  

Executive Vice President and Co-Chief

Financial Officer (Co-Principal Financial

Officer)

  January 3, 2006

/s/ Lawrence J. Salva


Lawrence J. Salva

  

Senior Vice President, Chief Accounting

Officer and Controller (Principal Accounting

Officer)

  January 3, 2006

/s/ S. Decker Anstrom


S. Decker Anstrom

  

Director

  January 3, 2006

/s/ Kenneth J. Bacon


Kenneth J. Bacon

  

Director

  January 3, 2006

/s/ Sheldon M. Bonovitz


Sheldon M. Bonovitz

  

Director

  January 3, 2006

/s/ Edward Breen


Edward Breen

  

Director

  January 3, 2006

/s/ Julian A. Brodsky


Julian A. Brodsky

  

Director

  January 3, 2006

/s/ Joseph J. Collins


Joseph J. Collins

  

Director

  January 3, 2006

/s/ J. Michael Cook


J. Michael Cook

  

Director

  January 3, 2006

/s/ Dr. Judith Rodin


Dr. Judith Rodin

  

Director

  January 3, 2006

/s/ Michael I. Sovern


Michael I. Sovern

  

Director

  January 3, 2006

Jeffrey A. Honickman

  

Director

   

 

-3-


EXHIBIT INDEX

 

Exhibit

  Number  


  

Exhibit

Description        


  5.1    Opinion of Pepper Hamilton LLP.
  5.2    Opinion of Pepper Hamilton LLP.
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).