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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip code)
EASTMAN KODAK COMPANY 1995 OMNIBUS LONG-TERM COMPENSATION PLAN
(Full title of the plan)
JOYCE P. HAAG, Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(716) 724-4368
(Name, address, and telephone number of agent for service)
Pursuant to Instruction E to Form S-8, the contents of Registration
Statement No. 33-65033 are incorporated by reference.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Security be Maximum Maximum Registration
to be Registered: Offering Aggregate Fee
Registered: Price Per Offering
Share (1): Price:
--------- -------- ------- --------- ----------
Common 4,000,000 $67.53125 $270,125,000 $79,686.88
Stock par
value $2.50
per share
(1) Determined on the basis of the average of the high and low
prices of Kodak Common Stock as reported in the New York Stock
Exchange Composite Transactions as published in The Wall Street
Journal for June 19, 1998 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.
Pursuant to Instruction E to Form S-8, simultaneously with the filing
of this Registration Statement on Form S-8, the registrant is filing
another Registration Statement on Form S-8 to post-effectively amend
Registration No. 33-23371 to deregister 3,000,000 shares. Registrant
will carry forward these 3,000,000 shares to this Registration
Statement on Form S-8 and apply $79,686.88 of the $82,536 filing fee
previously paid by registrant for such 3,000,000 shares to the filing
fee due as a result of the 4,000,000 shares being registered by this
Registration Statement on Form S-8.
Upon this Registration Statement's effectiveness, there will be
20,000,000 shares registered under the Eastman Kodak Company 1995
Omnibus Long-Term Compensation Plan (the "Plan"), 16,000,000 shares
from Registration Statement No. 33-65033 and 4,000,000 from this
Registration Statement on Form S-8.
PART II
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, General Counsel and Senior Vice
President of Kodak. Mr. Van Graafeiland owns and has options to
purchase Kodak Common Stock and is eligible to receive awards under
the Plan.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3(A) Certificate of Incorporation
3(B) By-laws
4 Eastman Kodak Company 1995 Omnibus Long-Term
Compensation Plan
5 Opinion of Gary P. Van Graafeiland as to the legality
of the securities registered
23A Consent of Price Waterhouse LLP, independent
accountants
23B Consent of Gary P. Van Graafeiland (included in
Exhibit 5 to this Registration Statement)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the
"Act"), 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 25th day of June, 1998.
EASTMAN KODAK COMPANY
/s/ George M.C. Fisher
By: George M.C. Fisher,
Chairman of the Board and Chief Executive Officer
/s/ Harry L. Kavetas
By: Harry L. Kavetas,
Chief Financial Officer and Executive Vice President (Principal
Financial Officer)
/s/ Jesse J. Greene, Jr.
By: Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints each of Gary P. Van
Graafeiland and Joyce P. Haag, acting alone or together, as such
person's true and lawful attorney-in-fact and agent with full powers
of substitution and revocation, for such person and in such person's
name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities indicated
on June 25, 1998.
Name, Title:
Richard S. Braddock, Director /s/ Richard S. Braddock
Daniel A. Carp, Director /s/ Daniel A. Carp
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
Paul E. Gray, Director /s/ Paul E. Gray
Durk I. Jager, Director /s/ Durk I. Jager
Harry L. Kavetas, Director /s/ Harry L. Kavetas
Paul H. O'Neill, Director /s/ Paul H. O'Neill
John J. Phelan, Jr., Director /s/ John J. Phelan, Jr.
Laura D'Andrea Tyson, Director /s/ Laura D'Andrea Tyson
Richard A. Zimmerman, Director /s/ Richard A. Zimmerman
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
EASTMAN KODAK COMPANY 1995 OMNIBUS LONG-TERM COMPENSATION PLAN
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
--- -------------------------- ------------------------------------
3(A) Certificate of Incorporation Incorporated by reference to
Annual Report on Form 10-K for
the fiscal year ended December
25, 1988, Exhibit 3
3(B) By-laws Incorporated by reference to Annual
Report on Form 10-K for the fiscal year
ended December 31, 1997, Exhibit 3
4 Eastman Kodak Company 1995 Incorporated by reference to Form S-8
Omnibus Long-Term Compensation filed December 8, 1995, Registration
Plan Statement No. 33-65033
5 Opinion of
Gary P. Van Graafeiland
as to the legality
of the securities registered *
23(A) Consent of Price Waterhouse
LLP, independent accountants *
23(B) Consent of Included in Exhibit 5 to this
Gary P. Van Graafeiland Registration Statement
* Included as part of the electronic submission of this Registration Statement
(/TABLE>
EXHIBIT 5
June 25, 1998
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am General Counsel and Senior Vice President 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, 4,000,000 additional shares of
common stock, $2.50 par value, of Kodak (the "Shares") to be granted
to participants, or issued upon the exercise of options and stock
appreciation rights, or issued in connection with other awards
granted under the Eastman Kodak Company 1995 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 when the
Registration Statement has become effective and the Shares have been
issued and delivered as contemplated in the Plan, the Shares will 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,
/s/ Gary P. Van Graafeiland
Gary P. Van Graafeiland
General Counsel and Senior Vice President
EXHIBIT 23A
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 14,
1998, appearing on page 20 of Eastman Kodak Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
Price Waterhouse LLP
Rochester, New York
June 25, 1998
June 25, 1998
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 Securities to be Issued Under the Eastman Kodak
Company 1995 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 1995
Omnibus Long-Term Compensation Plan. The total filing fee of
$79,686.88 was due as a result of this Registration Statement.
Pursuant to Instruction E to Form S-8, simultaneously with the filing
of this Registration Statement on Form S-8, the registrant is filing
another Registration Statement on Form S-8 to post-effectively amend
the contents of Registration No. 333-23371 to deregister 3,000,000
shares. Registrant will carry forward these 3,000,000 shares to this
Registration Statement on Form S-8 and apply $79,686.88 of the
$82,536 filing fee previously paid by registrant for such 3,000,000
shares to the filing fee due as a result of the 4,000,000 shares
being registered by this Registration Statement on Form S-8.
Thus, as a result of applying the $79,686.88 to the total filing fee
of $79,686.88 due as a result of this Registration Statement, there
is no balance owing.
Please call the undersigned at 716-724-4368 if you have any
questions.
Very truly yours,
EASTMAN KODAK COMPANY
/s/ Joyce P. Haag
Joyce P. Haag
Secretary
