UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 21, 2012
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
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New Jersey
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1-87
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16-0417150
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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343 State Street
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (585) 724-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01.
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Other Events.
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On May 21, 2012, an Administrative Law Judge (ALJ) of the International Trade Commission (ITC) issued an initial determination (ID) in Eastman Kodak Company’s (Kodak) patent infringement action against Apple and Research in Motion (RIM). The ALJ found that all RIM and certain Apple accused devices infringe Kodak’s patent relating to technology for previewing images on a digital camera-enabled device. The ALJ’s ID recommends a finding of invalidity with respect to the applicable claim of Kodak’s patent.
A copy of Kodak’s press release describing the ALJ’s ID is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
(99.1) May 21, 2012 Press Release of Eastman Kodak Company.
CAUTIONARY STATEMENT PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report on Form 8-K, including the exhibit attached hereto, includes "forward–looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Forward–looking statements include statements concerning the Company's plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, financing needs, business trends, and other information that is not historical information. When used in this report on Form 8-K, including the exhibit attached hereto, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," “predicts”, "forecasts," or future or conditional verbs, such as "will," "should," "could," or "may," and variations of such words or similar expressions are intended to identify forward–looking statements. All forward–looking statements, including, without limitation, management's examination of historical operating trends and data are based upon the Company's expectations and various assumptions. Future events or results may differ from those anticipated or expressed in these forward-looking statements. Important factors that could cause actual events or results to differ materially from these forward-looking statements include, among others, the risks and uncertainties described in more detail in the Company's most recent annual report on Form 10–K for the year ended December 31, 2011, and quarterly report on Form 10-Q for the quarter ended March 31, 2012 under the headings "Business", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources" and those described in filings made by the Company with the U.S. Bankruptcy Court for the Southern District of New York and in other filings the Company makes with the SEC from time to time, as well as the following: the outcome of our intellectual property litigation matters; our ability to raise sufficient proceeds from the sale of non-core assets and the potential sale of our digital imaging patent portfolios within our plan; the ability of the Company to continue as a going concern; the Company’s ability to comply with the Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenants in its Debtor-in-Possession Credit Agreement; the ability of the Company and its subsidiaries to develop, secure approval of and consummate one or more plans of reorganization with respect to the chapter 11 cases; the Company’s ability to improve its operating structure, balance sheet, and profitability following emergence from chapter 11; the potential adverse effects of the chapter 11 proceedings on the Company's liquidity, results of operations, brand or business prospects; the Company's ability to generate or raise cash and maintain a cash balance sufficient to comply with the minimum liquidity covenants in its Debtor-in-Possession Credit Agreement and to fund continued investments, capital needs, restructuring payments and service its debt; our ability to maintain product reliability and quality; our ability to effectively anticipate technology trends and develop and market new products; and the impact of the global economic environment on the Company. There may be other factors that may cause the Company's actual results to differ materially from the forward–looking statements. All forward–looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this report on Form 8-K, including the exhibit attached hereto, and are expressly qualified in their entirety by the cautionary statements included in this report. The Company undertakes no obligation to update or revise forward–looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Timothy M. Lynch
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Timothy M. Lynch
Chief Intellectual Property Officer,
Deputy General Counsel & Vice President
Eastman Kodak Company
Date: May 22, 2012
EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on May 21, 2012 announcing initial determination in ITC patent infringement action.
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EXHIBIT (99.1)
EASTMAN KODAK COMPANY
Media Contact:
Christopher Veronda, Kodak, +1 585-724-2622, christopher.veronda@kodak.com
Kodak Receives Notice of Initial Determination in ITC Patent Infringement Action against Apple and Research In Motion
ROCHESTER, N.Y., May 21 – Eastman Kodak Company today announced that it has received notice of the Administrative Law Judge’s (ALJ) initial determination in the U.S. International Trade Commission (ITC) action brought by Kodak against Apple Inc. and Research In Motion Limited (RIM). The ALJ concluded that the Apple iPhone 3G and the accused RIM BlackBerry devices infringe Kodak’s patent, although his recommendation is that the patent claim is invalid.
The patent at issue (US Patent No. 6,292,218) relates to a technology invented by Kodak for previewing images on a digital camera-enabled device that is fundamental to how those devices take pictures. In the face of two separate challenges, the U.S. Patent and Trademark Office analyzed this particular Kodak patent and confirmed its validity in December 2010. The final decision of the ITC, based on the deliberation of the full Commission, is expected by September 21, 2012.
“We are pleased the ALJ has concluded that Kodak’s patent is infringed by Apple and RIM. We expect to appeal to the full Commission his recommendation on validity. The ALJ’s recommendation represents a preliminary step in a process that we are confident will conclude in Kodak’s favor,” said Timothy Lynch, Kodak Vice President and Chief Intellectual Property Officer. “In a previous ITC investigation, a different ALJ found this same Kodak patent to be valid and infringed by Samsung, whose products are similar to those offered by Apple and RIM. Kodak has invested billions of dollars to develop its pioneering digital imaging technology, and we intend to protect these valuable assets.”
The ’218 patent at issue in this case is one of 1,100 digital imaging patents in Kodak’s industry-leading patent portfolio. Kodak licenses its technology to numerous leading technology companies, including LG, Motorola, Nokia, and Samsung.
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