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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMCAST CORPORATION
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1709202
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(Address of principal executive offices) (zip code)
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If this Form relates to the registration If this Form relates to the registration of a class of
of a class of debt securities and is debt securities and is to become effective
effective upon filing pursuant to simultaneously with the effectiveness of a concurrent
General Instruction A(c)(1) please check registration statement under the Securities Act of 1933
the following box. [ ] pursuant to General Instruction A(c)(2) please check
</TABLE> the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $1.00
Class A Special Common Stock, par value $1.00
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The statements made under this caption include summaries of certain
provisions contained in the articles of incorporation (the "Articles of
Incorporation") and by-laws (the "By-Laws") of Comcast Corporation (the
"Company"). These statements do not purport to be complete and are qualified
in their entirety by reference to the Articles of Incorporation and By-Laws.
The authorized capital stock of the Company consists of 500,000,000
shares of Class A Special Common Stock, $1.00 par value (the "Class A Special
Common Stock"); 200,000,000 shares of Class A Common Stock, $1.00 par value
(the "Class A Common Stock"); 50,000,000 shares of Class B Common Stock, $1.00
par value (the "Class B Common Stock"); and 20,000,000 shares of preferred
stock, without par value (the "Preferred Stock").
Common Stock
Dividends. Subject to the preferential rights of any Preferred Stock
then outstanding, the holders of Class A Special Common Stock, Class A Common
Stock and Class B Common Stock (collectively, the "Common Stock") are entitled
to receive pro rata per share such cash dividends as from time to time may be
declared by the Company's Board of Directors out of funds legally available
therefor. The Articles of Incorporation provide that stock dividends on, or
stock splits of, any class of Common Stock shall not be paid or issued unless
paid or issued on all classes of Common Stock, in which case they are to be
paid or issued only in shares of that class or in shares of either Class A
Common Stock or Class A Special Common Stock. The Company may, however,
subject to the discretion of the Board of Directors, (i) make distributions to
shareholders of equity interests in the Company or other entities in which
holders of each of the three classes of Common Stock would receive different
classes of such equity interests with relative rights equivalent to the
existing relative rights of the three existing classes and (ii) adopt plans of
merger, asset transfer, division, share exchange or recapitalization
accomplishing the same result.
Voting Rights. The holders of the Class A Special Common Stock are not
entitled to vote in the election of directors or otherwise, except as required
by applicable law, in which case, each holder of Class A Special Common Stock
shall be entitled to one vote per share. Under applicable law, holders of
Class A Special Common Stock have voting rights in the event of certain
amendments to the Articles of Incorporation and certain mergers and other
fundamental corporate changes. Each holder of Class A Common Stock has one
vote per share and each holder of Class B Common Stock has 15 votes per share.
Except in such instances where the holders of Class A Special Common Stock are
expressly entitled to vote under applicable law, only the holders of the Class
A Common Stock and the Class B Common Stock are entitled to vote and such
holders vote as a single class. Neither the holders of Class A Common
Stock nor the holders of Class B Common Stock have cumulative voting
rights.
Conversion of Class B Common Stock. The Class B Common Stock is
convertible on a share-for-share basis into either the Class A Common Stock or
the Class A Special Common Stock at the option of the holder. Such conversion
rights of holders of Class B Common Stock are subject to adjustment in certain
circumstances upon the occurrence of certain events in order to prevent the
dilution of the conversion rights and the voting rights of the holders of
Class B Common Stock.
Liquidation. In the event of the liquidation, dissolution or winding
up, either voluntary or involuntary, of the Company, the holders of Class A
Special Common Stock, Class A Common Stock and Class B Common Stock are
entitled to receive, subject to any liquidation preference of any Preferred
Stock then outstanding, the remaining assets, if any, of the Company in
proportion to the number of shares held by them, respectively, without regard
to class.
Miscellaneous. The holders of Class A Special Common Stock, Class A
Common Stock and Class B Common Stock do not have any preemptive rights,
except that if the right to subscribe to stock or options or warrants to
purchase stock is offered or granted to all holders of Class A Special Common
Stock or Class A Common Stock, parallel rights must be given to all holders of
Class B Common Stock. No decrease in the number of shares of any class of
Common Stock resulting from a combination or consolidation of shares or other
capital reclassification may be made unless parallel action is taken with
respect to each other class of Common Stock, so that the number of shares of
each class of Common Stock outstanding is decreased proportionately.
All shares of Class A Special Common Stock, Class A Common Stock and
Class B Common Stock presently outstanding are fully paid and non-assessable.
The Company has been advised that the Class A Special Common Stock and Class A
Common Stock are exempt from existing Pennsylvania personal property tax.
The Class A Special Common Stock and the Class A Common Stock are quoted
on Nasdaq under the symbols "CMCSK" and "CMCSA," respectively. There is no
established public trading market for the Class B Common Stock.
The transfer agent and registrar for the Class A Special Common Stock
and Class A Common Stock is The Bank of New York, One Wall Street, New York,
New York 10286.
Preferred Stock
The Board of Directors of the Company is authorized to issue in one or
more series up to a maximum of 20,000,000 shares of Preferred Stock.
Preferred Stock may be issued with such designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion or
exchange rights and other special or relative rights as the Board of Directors
shall from time to time fix by resolution. Upon consummation of the Sports
Venture Merger (as defined in Amendment No. 1 to the Company's Registration
Statement on Form S-3 (File No. 333-06161)), there will be 6,370 shares of 5%
Series A Convertible Preferred Stock, without par value (the "Series A
Convertible Preferred Stock"), outstanding.
Series A Convertible Preferred Stock
Rank. The Series A Convertible Preferred Stock will be subject to the
creation of securities that will rank prior to, on a parity with, or junior to
the Series A Convertible Preferred Stock as to the payment of dividends and as
to distribution of assets upon liquidation, dissolution or winding up.
Dividends. Each holder of Series A Convertible Preferred Stock will be
entitled to receive, out of funds legally available therefor, cumulative cash
dividends at the annual rate of $250.00 per share, payable quarterly in
arrears.
Liquidation. In the event of the liquidation, dissolution or winding
up, whether voluntary or involuntary, of the Company, the holders of the
Series A Convertible Preferred Stock will be entitled to receive an amount in
cash equal to $5,000.00 per share plus an amount equal to all dividends
accrued and unpaid thereon to the date fixed for final distribution, before
any payment or distribution of the assets of the Company will be made on the
Common Stock or on any class or series of capital stock of the Company ranking
junior to the Series A Convertible Preferred Stock.
Redemption. The Series A Convertible Preferred Stock may not be
redeemed by the Company prior to the third anniversary of the date the
Series A Convertible Preferred Stock is first issued (the "Issue Date").
Beginning on the third anniversary of the Issue Date, the Series A
Convertible Preferred Stock may be redeemed in whole or in part at the
option of the Company, out of funds legally available therefor, at a
redemption price of $5,000.00 in cash per share plus accrued and unpaid
dividends, without interest, if the average market price per share of Class
A Special Common Stock for any 20 trading days during any period of 30
consecutive trading days exceeds 130% of the conversion price during such
period, provided that notice of any such redemption must be provided to the
holders within the 15-day period immediately following the last day of any
such 30-day period. The initial conversion price will be $23.91, based on
an initial conversion ratio of 209.1175, as described below. See "--
Conversion." Beginning on the fifth anniversary of the Issue Date, the Company
may redeem the Series A Convertible Preferred Stock, in whole or in part,
out of funds legally available therefor, at a redemption price of $5,250.00
in cash per share, declining by $50.00 for every full 12-month period after
the fifth anniversary the Issue Date and prior to the tenth anniversary of
the Issue Date, plus accrued and unpaid dividends, without interest, if the
average market price per share of Class A Special Common Stock for any 20
trading days during any period of 30 consecutive trading days exceeds the
conversion price (which will initially be $23.91, based on the initial
conversion ratio) during such period, provided that notice of any such
redemption must be provided to the holders within the 15-day period
immediately following the last day of any such 30-day period. Beginnig on
the tenth anniversary of the Issue Date, the Series A Convertible Preferred
Stock may be redeemed in whole or in part at the option of the Company, out
of funds legally available therefor, at a redemption price of $5,000.00 in
cash per share plus accrued and unpaid dividends, without interest,
irrespective of the market price of the Class A Special Common Stock.
Conversion. The Series A Convertible Preferred Stock will be
convertible at any time and from time to time prior to the date of redemption,
in whole or in part, at the option of the holders thereof, into shares of
Class A Special Common Stock at an initial ratio of 209.1175 shares of Class
A Special Common Stock for each share of Series A Convertible Preferred Stock,
subject to certain conditions. No fractional shares of Series A Convertible
Preferred Stock may be converted, and no fractional shares of Class A Special
Common Stock will be issued upon conversion of the Series A Convertible
Preferred Stock. Settlement of any fractional shares of Class A Special
Common Stock will be made in cash based upon the then current market price of
Class A Special Common Stock.
The initial conversion ratio will be adjusted in case of certain events,
including (i) the issuance of shares of the Company's capital stock as a
dividend or distribution on the Class A Special Common Stock; (ii) the
subdivision or combination of Class A Special Common Stock or the issuance of
shares of capital stock by reclassification of the Class A Special Common
Stock; (iii) the issuance to all holders of Class A Special Common Stock of
certain rights or warrants (other than pursuant to a shareholder rights plan)
to subscribe for or purchase Class A Special Common Stock at a price less than
its then current market value (or to subscribe for or purchase securities
convertible into Class A Special Common Stock having an effective exercise
price per share of Class A Special Common Stock less than its then current
market value); and (iv) the distribution to all holders of Class A Special
Common Stock of evidences of indebtedness, assets (excluding regular cash
dividends, dividends payable in capital stock referred to in clause (i) above,
and distributions declared in the ordinary course), or rights or warrants
(other than pursuant to a shareholder rights plan and other than rights or
warrants referred to in clause (iii) above) to subscribe for or purchase any
of the Company's securities.
If the Company is party to a merger or consolidation, a sale of all or
substantially all of its assets or a recapitalization of the Class A Special
Common Stock (excluding any transaction as to which clause (i) or (ii) of the
immediately preceding paragraph applies), in each case as a result of which
shares of Class A Special Common Stock will be converted into the right to
receive stock, securities or other property, each share of Series A
Convertible Preferred Stock that is not converted into the right to receive
stock, securities or other property in such transaction will thereafter be
convertible into the kind and amount of shares of stock, securities and other
property receivable upon the consummation of such transaction by a holder of
that number of shares or fraction thereof of Class A Special Common Stock into
which one share of Series A Convertible Preferred Stock was convertible
immediately prior to such transaction.
Voting Rights. The holders of Series A Convertible Preferred Stock will
not be entitled to any voting rights except as otherwise provided by the
Articles of Incorporation or by law.
Item 2. Exhibits
1.1 Restated Articles of Incorporation filed on July 24, 1990
(incorporated by reference to Exhibit 3.1(a) to the Company's
Annual Report on Form 10-K for the year ended December 31,1995).
1.2 Amendment to Restated Articles of Incorporation filed on July 14,
1994 (incorporated by reference to Exhibit 3.1(b) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
1.3 Amendment to Restated Articles of Incorporation filed on July 12,
1995 (incorporated by reference to Exhibit 3.1(c) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
1.4 Amendment to Restated Articles of Incorporation filed on June 24,
1996 (incorporated by reference to Exhibit 4.1(d) to the
Company's registration statement on Form S-3 (File No:
333-06161) (the "Form S-3 Registration Statement").
2. Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
3. Form of Statement of Designations, Preferences and Rights of 5%
Series A Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 4.1(e) to the Form S-3
Registration Statement).
4. Specimen Class A Common Stock Certificate (incorporated by
reference to Exhibit 2(a) to the Company's Registration
Statement on Form S-7 (File No. 2-69178) filed on September 17,
1980).
5. Specimen Class A Special Common Stock Certificate (incorporated by
reference to Exhibit 4(2) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1986).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Comcast Corporation
Date: July 16, 1996 By: /s/ Arthur R. Block
Arthur R. Block, Esq.
Vice President and Senior
Deputy General Counsel
