SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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)
WAGE DIVIDEND 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)
By way of this Amendment No. 1 to the Registration Statement,
registrant is post-effectively amending Form S-8 filed March 14,
1997, Registration Statement No. 333-23371, which is incorporated by
reference, to deregister 3,000,000 of the 4,000,000 shares that were
registered via Registration Statement No. 333-23371.
Simultaneously with the filing of this Amendment No. 1 to the
Registration Statement, the registrant is also filing a Registration
Statement on Form S-8 for the Eastman Kodak Company 1995 Omnibus
Long-Term Compensation Plan and a Registration Statement on Form S-8
for the Kodak Stock Option Plan.
Pursuant to the Registration Statement on Form S-8 for the Eastman
Kodak Company 1995 Omnibus Long-Term Compensation Plan, registrant
will carry forward the 3,000,000 shares being deregistered under this
Amendment 1 to the Registration Statement on Form S-8 for the Wage
Dividend Plan, and register an additional 1,000,000 shares. Thus,
upon filing of the Registration Statement on Form S-8 for the Eastman
Kodak Company 1995 Omnibus Long-Term Compensation Plan, an additional
4,000,000 shares in total may be granted under, 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.
Of the $82,536 filing fee previously paid by registrant for the
3,000,000 shares being deregistered under this Amendment 1 to the
Registration Statement on Form S-8 for the Wage Dividend Plan,
$79,686.88 will be applied to the filing fee due as a result of
registering the 4,000,000 shares under the Registration Statement on
Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term
Compensation Plan.
The balance of the $82,536 filing fee, i.e., $2,849.12, will be
applied to the filing fee due as a result of registering 10,000,000
shares under the Registration Statement on Form S-8 for the Kodak
Stock Option Plan
This Amendment No. 1 to the Registration Statement will automatically
become effective upon filing with the Securities and Exchange
Commission.
Once this Amendment No. 1 to the Registration Statement is effective,
1,000,000 shares will remain registered under the Wage Dividend Plan
by way of Form S-8 filed March 14, 1997, Registration Statement No.
333-23371.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following information previously filed by 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, 1997.
Kodak's Form 10-Q Quarterly Report for the quarter ended March 31,
1998.
All documents filed by Kodak with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(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
deregisters 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
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the New Jersey Business Corporation Act empowers a
corporation to indemnify its directors, officers, and employees
against expenses or liabilities in connection with any proceeding
involving such persons by reason of their being such directors,
officers, or employees. Article 6 of Kodak's Restated Certificate of
Incorporation and Article 8, Section 2 of Kodak's by-laws provides
for indemnification, to the full extent permitted by law, of Kodak's
directors, officers, and employees. In addition, Kodak maintains
directors and officers liability insurance protecting its directors
and officers against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3(A) Certificate of Incorporation
3(B) By-laws
4 Wage Dividend Plan
23A Consent of Price Waterhouse LLP, independent
accountants
Item 9. UNDERTAKINGS
Updating Information
(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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (the "Act"), 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in
this 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.
Indemnification of Certain Persons
Insofar as indemnification for liabilities arising under the Act 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 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
Amendment No. 1 to the 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 Amendment No. 1 to the
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
WAGE DIVIDEND 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 Wage Dividend Plan Incorporated by reference to
Form S-8 filed March 14, 1997,
Registration Statement No.
333-23371
23(A) Consent of Price Waterhouse LLP,
independent accountants*
* Included as part of the electronic submission of this Registration
Statement
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 Wage Dividend
Plan
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission Eastman Kodak
Company's Amendment No. 1 to the Registration Statement on Form S-8
for the Wage Dividend Plan. The purpose of this Amendment No. 1 to
the Registration Statement is to deregister 3,000,000 shares.
Accordingly, no filing fee is due as a result of this Amendment No. 1
to the Registration Statement.
Simultaneously with the filing of this Amendment No. 1 to the
Registration Statement, the registrant is also filing a Registration
Statement on Form S-8 for the Eastman Kodak Company 1995 Omnibus
Long-Term Compensation Plan and a Registration Statement on Form S-8
for the Kodak Stock Option Plan.
Pursuant to the Registration Statement on Form S-8 for the Eastman
Kodak Company 1995 Omnibus Long-Term Compensation Plan, registrant
will carry forward the 3,000,000 shares being deregistered under this
Amendment 1 to the Registration Statement on Form S-8 for the Wage
Dividend Plan, and register an additional 1,000,000 shares. Thus,
upon filing of the Registration Statement on Form S-8 for the Eastman
Kodak Company 1995 Omnibus Long-Term Compensation Plan, an additional
4,000,000 shares in total may be granted under, 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.
Of the $82,536 filing fee previously paid by registrant for the
3,000,000 shares being deregistered under this Amendment 1 to the
Registration Statement on Form S-8 for the Wage Dividend Plan,
$79,686.88 will be applied to the filing fee due as a result of
registering the 4,000,000 shares under the Registration Statement on
Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term
Compensation Plan.
The balance of the $82,536 filing fee, i.e., $2,849.12, will be
applied to the filing fee due as a result of registering 10,000,000
shares under the Registration Statement on Form S-8 for the Kodak
Stock Option Plan
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
