SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)*
Lightspan, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
53226T103
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(CUSIP Number)
December 31, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose th of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 53226T103 13G Page 1 of 1 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation
23-1709202
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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5. SOLE VOTING POWER 2,404,129 (See Item 4)
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NUMBER OF 6. SHARED VOTING POWER None
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER 2,404,129 (See Item 4)
EACH
REPORTING -------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE None
POWER
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,404,129 (See Item 4)
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (See Item 4)
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Lightspan, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10140 Campus Point Drive
San Diego, CA 92121
Item 2(a). Name of Person Filing:
This statement is being filed by Comcast Corporation ("Comcast"). Comcast
Programming Holdings, Inc. ("Comcast Programming") holds a portion of the
shares of Common Stock (as defined below) as described in Item 4 below. Comcast
Programming is a direct wholly owned subsidiary of Comcast.
Comcast Interactive Capital, L.P. ("Comcast Interactive") owns a portion
of the shares of Common Stock as described in Item 4 below. Comcast CICG, L.P.
("CICG") holds 85% of the partnership interests in Comcast Interactive and is
Comcast Interactive's sole limited partner. Comcast CICG GP, Inc. ("CICG GP")
is the sole general partner of, and CICG GP and Comcast CICG LP, Inc. ("CICG
LP") collectively hold over 90% of the interests in, CICG. Comcast Investment
Holdings, Inc. ("CIHI") holds a 100% interest in both CICG GP and CICG LP.
Comcast directly owns 90% of the shares of common stock of CIHI and through
other subsidiaries owns the remaining 10% of the shares of common stock of
CIHI.
Sural Corporation ("Sural") owns approximately 77% of the voting power of
Comcast's voting common stock. The President of Comcast, Brian L. Roberts, owns
stock representing substantially all of the voting power of all classes of
voting securities of Sural.
Items 2(b) and (c). Address of Principal Business Office or, if None,
Residence; Citizenship:
The principal business office of Comcast Programming, Sural, CICG, CICG
LP, CICG GP and CIHI is 1201 Market Street, Suite 1405, Wilmington, DE 19801.
The principal business office of Comcast, Comcast Interactive and Brian L.
Roberts is 1500 Market Street, Philadelphia, PA 19102-2148.
Each of Comcast Programming, Comcast Interactive, CICG, CICG LP, CICG GP,
CIHI and Sural was organized in the state of Delaware.
Comcast was organized in the state of Pennsylvania.
Brian L. Roberts is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share ("Common Stock")
Item 2(e). CUSIP Number:
53226T103
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.
(a) Amount beneficially owned:
Comcast Programming may be deemed to be the beneficial owner of 1,904,129
shares of Common Stock as a result of its direct ownership of 1,904,129 shares
of Common Stock.
Comcast may be deemed to be the beneficial owner of the 1,904,129 shares
of Common Stock deemed to be owned by Comcast Programming referred to above.
Comcast is the sole shareholder of Comcast Programming.
Sural may be deemed to be the beneficial owner of the 1,904,129 shares of
Common Stock deemed to be owned by Comcast Programming referred to above. Sural
owns approximately 77% of the voting power of Comcast's voting common stock.
Brian L. Roberts may be deemed to be the beneficial owner of the 1,904,129
shares of Common Stock deemed to be owned by Comcast Programming referred to
above. Brian L. Roberts owns stock representing substantially all of the voting
power of all classes of voting securities of Sural.
Comcast Interactive may be deemed to be the beneficial owner of 500,000
shares of Common Stock as a result of its direct ownership of 500,000 shares of
Common Stock.
Each of Comcast, Sural and Brian L. Roberts may be deemed to be the
beneficial owner of the 500,000 shares of Common Stock deemed to be owned by
Comcast Interactive and the information set forth in this Schedule 13G has been
prepared on that basis. Notwithstanding the foregoing, Comcast, Sural and Brian
L. Roberts disclaim beneficial ownership of the 500,000 shares of Common Stock
owned by Comcast Interactive.
(b) Percent of class: 5.2% (See Item 4(a))
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,404,129
(See Item 4(a))
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 2,404,129
(See Item 4(a))
(iv) Shared power to dispose or to direct the disposition of: None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2001
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(Date)
/s/ Arthur R. Block
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(Signature)
Arthur R. Block, Senior Vice President
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(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).