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As filed with the Securities and Exchange Commission on
November 16, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EASTMAN KODAK COMPANY
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 16-0417150
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of Principal Executive Offices) (Zip Code)
EASTMAN KODAK COMPANY
1990 OMNIBUS LONG-TERM COMPENSATION PLAN
(Full Title of the Plan)
GARY P. VAN GRAAFEILAND
Senior Vice President, Secretary and General Counsel
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(716) 724-4332
(Name and Address of Agent For Service)
Approximate date of commencement of the proposed sale of
the securities to the public:
From time to time after the Registration Statement
becomes effective.
Pursuant to Instruction E to Form S-8, the contents of
Registration Statement No. 33-35214
are incorporated herein by reference.
CALCULATION OF REGISTRATION FEE
Propose Proposed
Title of d Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offerin Offering Registra-
Registered Registere g Price Price(1) tion Fee
d Per
Share(1
)
Common 6,033,600 $45.63 $275,313,16 $94.936.24
Stock, par 8
value $2.50
per share
(1) Estimated on the basis of trading prices on
November 11, 1994, solely for the purpose of
determining the registration fee.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Exhibits
EXHIBIT
NUMBER EXHIBIT
5 Opinion of Gary P. Van Graafeiland as to the
legality of the securities registered
24A Consent of Price Waterhouse LLP, independent
accountants
24B Consent of Gary P. Van Graafeiland (included in
Exhibit 5 to this Registration Statement)
Item 9. Undertakings
A. To Update Annually
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, or Form S-8, and the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed by the
registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein, and
the offering of such securities at that time
shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the
termination of the offering.
(d) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
B. Indemnification of Certain Persons
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange
Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person
of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such
director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, 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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rochester, State of New York, on this day of
November, 1994.
EASTMAN KODAK COMPANY
By: George M. C. Fisher
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by
the following persons in the capacities indicated on
November , 1994.
Name Title
Richard S. Braddock Director
Martha Layne Collins Director
Charles T. Duncan Director
Alice F. Emerson Director
George M.C. Fisher Director
Roberto C. Goizueta Director
Paul E. Gray Director
C. Michael Hamilton General Comptroller (Principal
Accounting Officer)
Karlheinz Kaske Director
Harry L. Kavetas Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
John J. Phelan, Jr. Director
Wilbur J. Prezzano Director
Leo J. Thomas Director
Richard A. Zimmerman Director
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT PAGE
5 Opinion of Gary P. Van
Graafeiland as to the legality
of the securities registered
24A Consent of Price Waterhouse LLP,
independent accountants
24B Consent of Gary P. Van
Graafeiland (included in Exhibit
5 to this registration
statement)
Exhibit 5
November 16, 1994
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel
of Eastman Kodak Company, a New Jersey corporation
("Kodak").
With respect to the Registration Statement on Form S-8
(the "Registration Statement") filed today by Kodak with
the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended,
6,033,600 additional shares of common stock, $2.50 par
value, of Kodak (the "Shares") to be granted under or
issued upon the exercise of options and stock
appreciation rights granted under the Eastman Kodak
Company 1990 Omnibus Long-Term Compensation Plan (the
"Plan"), I have examined originals or copies, certified
or otherwise identified to my satisfaction, of such
corporate records, certificates, and other documents and
instruments, and such questions of law, as I have
considered necessary or desirable for the purpose of this
opinion.
Based on the foregoing, I am of the opinion that the
Shares will, when the Registration Statement has become
effective and the Shares have been issued and delivered
as contemplated in the Registration Statement and in the
Plan, be legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Gary P. Van Graafeiland
Senior Vice President,
Secretary and General Counsel
Exhibit 24A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 31, 1994, except as to the Subsequent Event
note, which is as of March 2, 1994, which appears on page
18 of the Eastman Kodak Company Annual Report on Form
10-K for the year ended December 31, 1993.
Price Waterhouse LLP
New York, New York
November 16, 1994
November 16, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eastman Kodak Company Registration Statement on Form
S-8 Relating to Additional Shares Under the Eastman
Kodak Company 1990 Omnibus Long-Term Compensation
Plan
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission
Eastman Kodak Company's Registration Statement on Form
S-8 for the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan. The filing fee of $97,786.62 was wire
transferred on October 27, 1994 to the Commission's
account at Mellon Bank in Pittsburgh, PA. This amount is
in excess of the required fee of $94,936.24 by $2,850.38.
Please remit this excess amount to Eastman Kodak Company
to the attention of the undersigned.
Please call the undersigned at 716-724-4368 if you have
any questions.
Very truly yours,
Joyce P. Haag
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