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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): December 11, 2007
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
Item 5.03 (a)
On December 11, 2007, the Board of Directors of Eastman Kodak Company (the
"Company") approved several amendments to the Company's bylaws. These
amendments help ensure that the Company's securities are eligible for
participation in the Direct Registration System administered by the
Depository Trust Company. The Direct Registration System allows investors
to have securities registered in their names without the issuance of
physical certificates. The bylaw amendments took effect upon adoption by
the Company's Board of Directors.
A copy of the bylaw amendments is attached as Exhibit (3.1) and is
incorporated by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibit
(3.1) Amendments to the Company's bylaws
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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/ Laurence L. Hickey
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Laurence L. Hickey
Corporate Secretary
Date: December 14, 2007
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(3.1) Amendments to the Company's bylaws
Exhibit (3.1)
AMENDMENTS TO THE EASTMAN KODAK COMPANY'S BY-LAWS
RESOLVED: That Section 1 entitled "Stock Certificates"
of Article 6 entitled "Capital Stock" of the Eastman Kodak Company
Amended and Restated By-Laws dated May 11, 2005 is amended in its
entirety, effective immediately, to read as follows:
Section 1. Stock Certificates.
Shares of stock of the corporation shall be represented by
certificates, or shall be uncertificated shares that may be evidenced
by a book-entry maintained by the transfer agent and/or registrar of
such stock, or a combination of both.
To the extent that shares are represented by certificates of stock,
such certificates shall be issued only in numerical order with or
without an alphabetic prefix or suffix. Certificates shall be signed by
or bear the facsimile signatures of the Chairman, the President, or one
of the Vice-Presidents and the Secretary, the Treasurer, Assistant
Secretary or Assistant Treasurer. Certificates shall also be signed by
or bear the facsimile signature of one of the transfer agents and of
one of the registrars of the corporation as permitted or required by
law. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate
shall thereafter have ceased to be such officer, transfer agent or
registrar before the certificate is issued, it may be issued by the
corporation with the same effect as if the signatory had not ceased to
be such at the date of its issue.
RESOLVED: That Section 2 entitled "Transfer of Shares"
of Article 6 entitled "Capital Stock" of the Eastman Kodak Company
Amended and Restated By-Laws dated May 11, 2005 is amended in its
entirety, effective immediately, to read as follows:
Section 2. Transfer of Shares.
Transfers of certificated shares, except where otherwise provided by
law or these by-laws, shall be made on the books of the corporation
pursuant to authority granted by power of attorney duly executed and
filed by the holder thereof with one of the transfer agents, upon
surrender of the certificate or certificates of the shares and in
accordance with the provisions of the Uniform Commercial Code as
adopted in New Jersey and as amended from time to time.
Transfers of uncertificated shares, except where otherwise provided by
law or these by-laws, shall be made on the books of the corporation
upon receipt of proper transfer instructions from the registered holder
of the uncertificated shares or by such person's attorney lawfully
constituted in writing and in accordance with the provisions of the
Uniform Commercial Code as adopted in New Jersey and as amended from
time to time.