As filed with the Securities and Exchange Commission on February 19, 2014
Registration No. 333-191239
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Comcast Corporation
NBCUniversal Media, LLC
Comcast Cable Communications, LLC
Comcast Cable Holdings, LLC
Comcast MO Group, Inc.
Comcast MO of Delaware, LLC
(Exact Name of Registrants as Specified in Their Charters)
| Pennsylvania |
27-0000798 |
One Comcast Center Philadelphia, Pennsylvania 19103-2838 (215) 286-1700 | ||
| Delaware |
14-1682529 |
30 Rockefeller Plaza New York, New York 10112-0015 (212) 664-4444 | ||
| Delaware |
23-2175755 |
One Comcast Center Philadelphia, Pennsylvania 19103-2838 (215) 286-1700 | ||
| Delaware |
84-1260157 |
One Comcast Center Philadelphia, Pennsylvania 19103-2838 (215) 286-1700 | ||
| Delaware |
91-2047743 |
One Comcast Center Philadelphia, Pennsylvania 19103-2838 (215) 286-1700 | ||
| Delaware |
84-1372033 |
One Comcast Center Philadelphia, Pennsylvania 19103-2838 (215) 286-1700 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
Arthur R. Block, Esq.
Senior Vice President,
General Counsel and Secretary
Comcast Corporation
One Comcast Center
Philadelphia, Pennsylvania 19103-2838
(215) 286-1700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Bruce K. Dallas, Esq.
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-191239) (the “Registration Statement”) is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to replace Exhibits 23.1 and 23.2 to the Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules |
| (a) | The following exhibits are filed as part of this Registration Statement: |
| Exhibit No. |
Document | |
| 23.1 | Consent of Deloitte & Touche LLP (Comcast Corporation)* | |
| 23.2 | Consent of Deloitte & Touche LLP (NBCUniversal Media, LLC)* | |
| 24.1 | Powers of Attorney** | |
| * | Filed herewith. |
| ** | Filed previously. |
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SIGNATURES FOR COMCAST CORPORATION
Pursuant to the requirements of the Securities Act of 1933, Comcast Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on February 19, 2014.
| COMCAST CORPORATION | ||
| By: | /s/ Lawrence J. Salva | |
| Name: | Lawrence J. Salva | |
| Title: | Senior Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Chairman and CEO; Director (Principal Executive Officer) |
February 19, 2014 | ||
| * Ralph J. Roberts |
Founder; Chairman Emeritus of the Board |
February 19, 2014 | ||
| * Michael J. Angelakis |
Vice Chairman and CFO (Principal Financial Officer) |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) |
February 19, 2014 | ||
| * Kenneth J. Bacon |
Director |
February 19, 2014 | ||
| * Sheldon M. Bonovitz |
Director |
February 19, 2014 | ||
|
Edward D. Breen |
Director |
February 19, 2014 | ||
| * Joseph J. Collins |
Director |
February 19, 2014 | ||
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| Signature |
Title |
Date | ||
| * J. Michael Cook |
Director |
February 19, 2014 | ||
| * Gerald L. Hassell |
Director |
February 19, 2014 | ||
| * Jeffrey A. Honickman |
Director |
February 19, 2014 | ||
| * Eduardo G. Mestre |
Director |
February 19, 2014 | ||
| * Johnathan A. Rodgers |
Director |
February 19, 2014 | ||
| * Dr. Judith Rodin |
Director |
February 19, 2014 | ||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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SIGNATURES FOR NBCUNIVERSAL MEDIA, LLC
Pursuant to the requirements of the Securities Act of 1933, NBCUniversal Media, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 19, 2014.
| NBCUNIVERSAL MEDIA, LLC | ||
| By: |
NBCUNIVERSAL, LLC, its sole member | |
| By: | /s/ LAWRENCE J. SALVA | |
| Name: | Lawrence J. Salva | |
| Title: | Principal Accounting Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Principal Executive Officer of NBCUniversal Media, LLC |
February 19, 2014 | ||
| * Michael J. Angelakis |
Principal Financial Officer of NBCUniversal Media, LLC; Director of NBCUniversal, LLC |
February 19, 2014 | ||
| * David L. Cohen |
Executive Vice President; Director of NBCUniversal, LLC |
February 19, 2014 | ||
| * Arthur R. Block |
Senior Vice President; Director of NBCUniversal, LLC |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Principal Accounting Officer of NBCUniversal Media, LLC |
February 19, 2014 | ||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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SIGNATURES FOR
COMCAST CABLE COMMUNICATIONS, LLC
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable Communications, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on February 19, 2014.
| COMCAST CABLE COMMUNICATIONS, LLC | ||
| By: | /s/ LAWRENCE J. SALVA | |
| Name: | Lawrence J. Salva | |
| Title: | Senior Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Chairman (Principal Executive Officer) |
February 19, 2014 | ||
| * Michael J. Angelakis |
Executive Vice President (Principal Financial Officer) |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Senior Vice President (Principal Accounting Officer) |
February 19, 2014 | ||
| COMCAST HOLDINGS CORPORATION | ||||||
| By: | * Arthur R. Block Senior Vice President |
Sole Member |
February 19, 2014 | |||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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SIGNATURES FOR COMCAST CABLE HOLDINGS, LLC
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable Holdings, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on February 19, 2014.
| COMCAST CABLE HOLDINGS, LLC | ||
| By: | /s/ LAWRENCE J. SALVA | |
| Name: | Lawrence J. Salva | |
| Title: | Senior Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Chairman (Principal Executive Officer) |
February 19, 2014 | ||
| * Michael J. Angelakis |
Executive Vice President (Principal Financial Officer) |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Senior Vice President (Principal Accounting Officer) |
February 19, 2014 | ||
| COMCAST CABLE COMMUNICATIONS, LLC | ||||||
| By: | * Arthur R. Block Senior Vice President |
Sole Member |
February 19, 2014 | |||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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SIGNATURES FOR COMCAST MO GROUP, INC.
Pursuant to the requirements of the Securities Act of 1933, Comcast MO Group, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on February 19, 2014.
| COMCAST MO GROUP, INC. | ||
| By: | /s/ LAWRENCE J. SALVA | |
| Name: | Lawrence J. Salva | |
| Title: | Senior Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Chairman (Principal Executive Officer) |
February 19, 2014 | ||
| * Michael J. Angelakis |
Executive Vice President; Director (Principal Financial Officer) |
February 19, 2014 | ||
| * David L. Cohen |
Executive Vice President; Director |
February 19, 2014 | ||
| * Arthur R. Block |
Senior Vice President; Director |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Senior Vice President (Principal Accounting Officer) |
February 19, 2014 | ||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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SIGNATURES FOR COMCAST MO OF DELAWARE, LLC
Pursuant to the requirements of the Securities Act of 1933, Comcast MO of Delaware, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania, on February 19, 2014.
| COMCAST MO OF DELAWARE, LLC | ||
| By: | /s/ LAWRENCE J. SALVA | |
| Name: | Lawrence J. Salva | |
| Title: | Senior Vice President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Brian L. Roberts |
Chairman (Principal Executive Officer) |
February 19, 2014 | ||
| * Michael J. Angelakis |
Executive Vice President (Principal Financial Officer) |
February 19, 2014 | ||
| /s/ Lawrence J. Salva Lawrence J. Salva |
Senior Vice President (Principal Accounting Officer) |
February 19, 2014 | ||
| COMCAST OF GEORGIA/VIRGINIA, INC. | ||||||
| By: | * Arthur R. Block Senior Vice President |
Sole Member |
February 19, 2014 | |||
| * By: | /s/ Lawrence J. Salva Lawrence J. Salva, Attorney-in-Fact |
|||||
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EXHIBIT INDEX
| Exhibit No. |
Document | |
| 23.1 | Consent of Deloitte & Touche LLP (Comcast Corporation)* | |
| 23.2 | Consent of Deloitte & Touche LLP (NBCUniversal Media, LLC)* | |
| 24.1 | Powers of Attorney** | |
| * | Filed herewith. |
| ** | Filed previously. |
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