As filed with the Securities and Exchange Commission on December 8, 1995 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) 343 STATE STREET, ROCHESTER, NEW YORK 14650 (Address of principal executive offices) (Zip code) EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN (Full title of the plan) JOYCE P. HAAG Secretary Eastman Kodak Company 343 State Street Rochester, New York 14650 (716) 724-4666 (Name, address, and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
New Jersey 16-0417150 (State or other jurisdiction (I.R.S. employer identification of incorporation or organization) number) (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Eastman Kodak Employees' Savings and Investment Plan. (2) Estimated on the basis of the average of the high and low prices of Kodak Common Stock reported on the New York Stock Exchange for December 5, 1995, solely for the purpose of determining the registration fee pursuant to Rule 457 (c) and (h). Approximate date of commencement of the proposed sale of the securities to the public: From time to time after the Registration Statement becomes effective.
Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Offering Amount of Registered (1) Registered (1) Per Share (2) Price Registration Fee Common Stock 5,000,000 $67.4375 $337,187,500.00 $116,272.00 par value $2.50 shares per share Pursuant to General Instruction E to Form S-8, Registration Statement No. 33-36731 on Form S-8, filed with the Securities and Exchange Commission on September 6, 1990, relating to the Eastman Kodak Employees' Savings and Investment Plan (the "Plan"), including all amendments thereto, is hereby incorporated by reference in this Registration Statement, and any subsequent amendments thereto shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of any such amendments. The shares of Eastman Kodak Company Common Stock and plan interests registered on this Registration Statement are in addition to shares previously registered for issuance pursuant to the Plan on Registration Statements No. 33-36731 and No. 2-88620. PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following information previously filed by the Eastman Kodak Company ("Kodak") with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference: Kodak's Form 10-K Annual Report for the year ended December 31, 1994, as amended by Form 10-K/A dated May 1, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended March 31, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended June 30, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended September 30, 1995. Eastman Kodak Employees' Savings and Investment Plan's Annual Report on Form 11-K for the year ended December 30, 1994. All documents filed by Kodak with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Description Of Kodak Common Stock The following is a brief description of Kodak Common Stock. Dividend Rights Each share of Kodak Common Stock ranks equally with all other shares of Kodak Common Stock with respect to dividends. Dividends may be declared by the Board of Directors and paid by Kodak at such times as the Board of Directors determines, all pursuant to the provisions of the New Jersey Business Corporation Act. Voting Rights Each holder of Kodak Common Stock is entitled to one vote per share of such stock held. Kodak Common Stock does not have cumulative voting rights. Holders of Kodak Common Stock are entitled to vote on all matters requiring shareholder approval under New Jersey law and Kodak's Restated Certificate of Incorporation and By- Laws, and to elect the members of the Board of Directors. Directors are divided into three classes, each such class, as nearly as possible, having the same number of directors. At each annual meeting of the shareholders, the directors chosen to succeed those whose terms have then expired shall be identified as being of the same class as the directors they succeed and shall be elected by the shareholders for a term expiring at the third succeeding annual meeting of the shareholders. Liquidation Rights Holders of Kodak Common Stock are entitled on liquidation to receive all assets which remain after payment to creditors and holders of preferred stock. Preemptive Rights Holders of Kodak Common Stock are not entitled to preemptive rights. There are no provisions for redemption, conversion rights, sinking funds, or liability for further calls or assessments by Kodak with respect to Kodak Common Stock. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the securities being offered hereby will be passed upon by Gary P. Van Graafeiland, Senior Vice President and General Counsel of Kodak. Mr. Van Graafeiland is a participant in the Plan and may direct some of his investments under the Plan into the Kodak Common Stock Fund. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Omitted pursuant to General Instruction E to Form S-8. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS Item 9. UNDERTAKINGS Omitted pursuant to General Instruction E to Form S-8.
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) Other Exhibits omitted pursuant to General Instruction E to Form S-8. SIGNATURES THE REGISTRANT. 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 8th day of December, 1995. EASTMAN KODAK COMPANY By: /s/ George M.C. Fisher ------------------------ Chairman of the Board President and Chief Executive Officer By: /s/ Harry L. Kavetas -------------------- Executive Vice President and Chief Financial Officer, (Principal Financial Officer) By: /s/ David J. FitzPatrick ------------------------ Controller (Principal Accounting 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 December 8, 1995. Name Title - ---- ----- Richard S. Braddock Director /s/ Richard S. Braddock ---------------- - -------------- Martha Layne Collins Director /s/ Martha Layne Collins ---------------- - -------------- Alice F. Emerson Director /s/ Alice F. Emerson ---------------- - ---------------- George M.C. Fisher Director /s/ George M.C. Fisher ---------------- - ------------- Roberto C. Goizueta Director /s/ Roberto C. Goizueta ---------------- - --------------- Paul E. Gray Director /s/ Paul E. Gray ---------------- - ------------------- John J. Phelan, Jr. Director /s/ John J. Phelan, Jr. ---------------- - ----------------- Wilbur J. Prezzano Director /s/ Wilbur J Prezzano ---------------- - ------------------ Leo J. Thomas Director /s/ Leo J. Thomas ---------------- - -------------- Richard A. Zimmerman Director /s/ Richard A. Zimmerman ---------------- - -------- THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the administrators of the Eastman Kodak Employees' Savings and Investment Plan have 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 December 8, 1995. EASTMAN KODAK EMPLOYEES' SAVINGS AND INVESTMENT PLAN By: /s/ David E. Edwards ------------------------ - ------- Member of the Savings and Investment Plan Committee By: /s/ Harry L. Kavetas ------------------------ - ------- Member of the Savings and Investment Plan Committee By: /s/ Jesse J. Greene, Jr. ------------------------ - ------- Member of the Savings and Investment Plan Committee By: /s/Michael P. Morley ------------------------ - ------ Member of the Savings and Investment Plan Committee By: /s/Gary P. Van Graafeiland ------------------------ - ----- Member of the Savings and Investment Plan Committee By: /s/Charles A. Singleton ------------------------ - ----- Member of the Savings and Investment Plan Committee The foregoing individuals constitute at least a majority of the Savings and Investment Plan Committee. EASTMAN KODAK COMPANY REGISTRATION STATEMENT ON FORM S-8 SAVINGS AND INVESTMENT PLAN INDEX TO EXHIBITS
Exhibit Number Exhibit Location - ------ ------- - -------- 5 Opinion of Gary P. Van Graafeiland as to the Included as part of the electronic legality of the securities registered submission of this Registration Statement 24A Consent of Price Waterhouse LLP, independent Included as part of the electronic accountants submission of this Registration Statement 24B Consent of Gary P. Van Graafeiland Included in Exhibit 5 to this Registration Statement EXHIBIT 5 December 8, 1995 Eastman Kodak Company 343 State Street Rochester, New York 14650 Ladies and Gentlemen: I am Senior Vice President 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, 5,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to be acquired under the Eastman Kodak Employees'Savings and Investment 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 acquired as contemplated 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 and General Counsel EXHIBIT 24A CONSENT OF INDEPENDENT ACCOUNTANTS 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 30, 1995, appearing on page 18 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended December 31, 1994, and our report dated April 28, 1995, appearing on Page 3 of Eastman Kodak Company's Amended Annual Report for the year ended December 31, 1994, on Form 10-K/A dated May 1, 1995. Price Waterhouse LLP New York, New York December 8, 1995 December 8, 1995 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 securities in connection with the Eastman Kodak Employees' Savings and Investment Plan Ladies and Gentlemen: We are filing today by electronic EDGAR transmission Eastman Kodak Company's Registration Statement on Form S-8 for additional securities under the Eastman Kodak Company Savings and Investment Plan. The filing fee of $116,272.00 was transferred on December 8, 1995 to the Commission's account at Mellon Bank in Pittsburgh, PA. Please call the undersigned at 716-724-4368 if you have any questions. Very truly yours, EASTMAN KODAK COMPANY Joyce P. Haag Secretary