As filed with the Securities and Exchange Commission on December 22, 2000
Registration Nos. 002-78497, 002-81763, 33-41440, 33-25105, 33-54365, 33-54596,
33-52813, 33-03087, 33-38814, 33-25577 and 002-77691
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NOS. 1 AND 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Comcast Corporation
(Exact Name of issuer as specified in its charter)
Pennsylvania 4841 23-1709202
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification No.) Identification No.)
organization)
1500 Market Street
Philadelphia, PA 19102-2148
(215) 665-1700
(Address of principal executive offices)
---------------------------
Comcast Corporation 1982 Incentive Stock Option Plan and
Executive Nonqualified Restricted Stock Option and Incentive
Stock Option Plan (formerly, 1977 Executive Nonqualified
Restricted Stock Option Plan)
The Comcast Corporation Retirement-Investment Plan
Comcast Corporation 1987 Stock Option Plan
Comcast Corporation 1986 Nonqualified Stock Option Plan
Comcast Corporation 1972 Non-Qualified Restricted Stock Option Plan
Storer Communications Retirement Savings Plan
Jones Intercable, Inc. 1992 Stock Option Plan and a Separate Option for
200,000 Shares of Common Stock, $.01 par value
Jones Intercable, Inc. et al Profit Sharing/Retirement Plan
Jones Intercable, Inc. Non-Qualified Stock Option Plan
Jones Intercable, Inc. Incentive Stock Option and
Stock Appreciation Rights Plan
Jones Intercable, Inc. 1983 Non-Qualified Stock Option Plan
(Full title of the Plans)
---------------------------
John R. Alchin
Executive Vice President and Treasurer
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102--2148
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(215) 665-1700
===============================================================================
<PAGE>
EXPLANATORY NOTE
Comcast Corporation (the "Registrant") and Jones Intercable, Inc. ("Jones
Intercable") had previously filed Registration Statements on Form S-8
(Registration File Nos. 002-78497, 002-81763, 33-41440, 33-25105, 33-54365,
33-54596, 33-52813, 33-03087, 33-38814, 33-25577 and 002-77691) in connection
with Comcast Corporation 1982 Incentive Stock Option Plan and Executive
Nonqualified Restricted Stock Option and Incentive Stock Option Plan (formerly,
1977 Executive Nonqualified Restricted Stock Option Plan), Comcast Corporation
Retirement-Investment Plan, Comcast Corporation 1987 Stock Option Plan, Comcast
Corporation 1986 Nonqualified Stock Option Plan, Comcast Corporation 1972
Non-Qualified Restricted Stock Option Plan, Storer Communications Retirement
Savings Plan, Jones Intercable, Inc. 1992 Stock Option Plan and a Separate
Option for 200,000 Shares of Common Stock, $.01 par value, Jones Intercable,
Inc. et al Profit Sharing/Retirement Plan, Jones Intercable, Inc. Non-Qualified
Stock Option Plan, Jones Intercable, Inc. Incentive Stock Option and Stock
Appreciation Rights Plan, Jones Intercable, Inc. 1983 Non-Qualified Stock
Option Plan. On March 2, 2000, the Registrant acquired the approximate 60%
interest in Jones Intercable that was previously owned by public shareholders
and the approximate 40% interest in Jones Intercable that was previously held
by Comcast Cable Communications, Inc. ("Comcast Cable"), a wholly owned
subsidiary of the Registrant. Also on that date, Jones Intercable was merged
with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of the
Registrant ("JOIN Holdings") with JOIN Holdings as the successor to Jones
Intercable. On August 1, 2000, JOIN Holdings was merged with and into Comcast
Cable with Comcast Cable as the successor to JOIN Holdings.
The purpose of this Post-Effective Amendment Nos. 1 and 2 to the
Registration Statements on Form S-8 (Registration File Nos. 002-78497,
002-81763, 33-41440, 33-25105, 33-54365, 33-54596, 33-52813, 33-03087, 33-
38814, 33-25577 and 002-77691) is to terminate the effectiveness of such
Registration Statements and to deregister all of the securities originally
registered thereby which remain unsold as of the date hereof.
<PAGE>
PART II
ITEM 8. EXHIBITS
The following exhibit is filed as part of the Registration Statement
hereby amended:
Exhibit No.
-----------
24.1 Power of Attorney, included on Signature Page.
2
<PAGE>
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
Post-Effective Amendment Nos. 1 and 2 to the original Registration Statements
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Philadelphia, Pennsylvania, on this 22nd day of December, 2000.
COMCAST CORPORATION
By: /s/ John R. Alchin,
----------------------------------
Name: John R. Alchin, Executive Vice
President and Treasurer
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, Stanley Wang, Lawrence J. Salva and Arthur R. Block
and each of them, his (her) true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him (her) and in his (her)
name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement (including post-effective
amendments), as well as any related registration statements for amendment
thereto filed pursuant to Rule 462 promulgated under the Securities Act of
1933, as amended, 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 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 he (she) 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, as amended,
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 Chairman of the Board of December 22, 2000
---------------------------- Directors; Director
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the Board December 22, 2000
---------------------------- of Directors; Director
Julian A. Brodsky
/s/ Brian L. Roberts President; Director December 22, 2000
---------------------------- (Principal Executive Officer)
Brian L. Roberts
/s/ John R. Alchin Executive Vice President; December 22, 2000
---------------------------- Treasurer (Principal Financial
John R. Alchin Officer)
/s/ Lawrence J. Salva Senior Vice President December 22, 2000
---------------------------- (Principal Accounting Officer)
Lawrence J. Salva
/s/ Gustave G. Amsterdam Director December 22, 2000
----------------------------
Gustave G. Amsterdam
3
<PAGE>
/s/ Sheldon M. Bonowitz Director December 22, 2000
----------------------------
Sheldon M. Bonovitz
/s Joseph L. Castle II Director December 22, 2000
----------------------------
Joseph L. Castle II
/s/ Bernard C. Watson Director December 22, 2000
----------------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director December 22, 2000
----------------------------
Irving A. Wechsler
/s/ Anne Wexler Director December 22, 2000
----------------------------
Anne Wexler
4
