.
Registration Statement No. 333-23371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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. 2 to Registration Statement, registrant is
post-effectively amending Form S-8 filed March 14, 1997, Registration Statement
No. 333-23371, as previously amended by Amendment No. 1 filed June 25, 1998,
both of which are incorporated by reference, to deregister 500,000 of the
1,000,000 shares that were registered via Registration Statement No. 333-23371,
as amended by Amendment No. 1.
Simultaneously with the filing of this Amendment No. 2 to Registration
Statement, the registrant is also filing an Amendment No. 2 to Registration
Statement on Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term
Compensation Plan and an Amendment No. 1 to Registration Statement on Form S-8
for the 1997 Kodak Stock Option Plan.
Pursuant to the Amendment No. 2 to Registration Statement on Form S-8 for the
Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan, registrant will
carry forward to the Registration Statement on Form S-8 for the Eastman Kodak
Company 1995 Omnibus Long-Term Compensation Plan 100,000 of the 500,000 shares
being deregistered under this Amendment 2 to Registration Statement on Form S-8
for the Wage Dividend Plan, and 1,900,000 shares being deregistered under
Amendment No.1 to Registration Statement on Form S-8 for the Kodak Stock Option
Plan. Thus, upon filing of the Amendment No. 2 to Registration Statement on Form
S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan, an
additional 2,000,000 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.
Pursuant to Amendment No. 1 to Registration Statement on Form S-8 for the 1997
Stock Option Plan, registrant will carry forward to the Registration Statement
on Form S-8 for the 1997 Stock Option Plan 200,000 of the 500,000 shares being
deregistered under this Amendment No. 2 to Registration Statement on Form S-8
for the Wage Dividend Plan. Thus, upon filing of Amendment No. 1 to Registration
Statement on Form S-8 for the 1997 Stock Option Plan, an additional 200,000
shares may be issued upon the exercise of options under the 1997 Stock Option
Plan.
Of the $13,756 filing fee previously paid by registrant for the 500,000 shares
being deregistered under this Amendment 2 to Registration Statement on Form S-8
for the Wage Dividend Plan, $2,751 will be applied to the filing fee due as a
result of registering the 2,000,000 shares under the Registration Statement on
Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan
and $5,502 will be applied to the filing fee due as a result of registering
200,000 shares under the Registration Statement on Form S-8 for the Eastman
Kodak Company 1997 Stock Option Plan.
This Amendment No. 2 to Registration Statement will automatically become
effective upon filing with the Securities and Exchange Commission.
Once this Amendment No. 2 to Registration Statement is effective, 500,000 shares
will remain registered under the Wage Dividend Plan by way of Form S-8 filed
March 14, 1997, as amended by Amendment No. 1 filed June 25, 1998, Registration
Statement No. 333-23371.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3A Certificate of Incorporation
3B By-laws
4 Wage Dividend Plan
23A Consent of PricewaterhouseCoopers LLP, independent accountants
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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. 2 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on the
11th day of April, 2000.
Eastman Kodak Company
(Registrant)
By: Daniel A. Carp* By: Robert H. Brust*, Chief
Chief Executive Officer Financial Officer and
Executive Vice President
By: E. Mark Rajkowski*,
Controller
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following person in the
capacities indicated on April 11, 2000.
Officers and Directors Title
George M. C. Fisher* Director
Richard S. Braddock* Director
Daniel A. Carp* Director
Martha Layne Collins* Director
Alice F. Emerson* Director
Paul H. Gray* Director
Durk I. Jager* Director
Debra L. Lee* Director
Paul H. O'Neill* Director
John J. Phelan, Jr.* Director
Laura D'Andrea Tyson* Director
Richard A. Zimmerman* Director
*By/s/Joyce P. Haag
- ------------------------------
Joyce P. Haag
Under Power of Attorney
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
WAGE DIVIDEND PLAN
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
- ----- ---------------------------- ------------------------------
3A Certificate of Incorporation Incorporated by reference to Annual
Report on Form 10-K for the fiscal year
ended December 25, 1988, Exhibit 3
3B By-laws Incorporated by reference to
Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, Exhibit 3
4 Wage Dividend Plan Incorporated by reference to
Form S-8 filed March 14, 1997,
Registration Statement No.
333-23371
23A Consent of PriceWaterhouseCoopers
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 Amendment No. 2 to Registration Statement No. 333-23371 on Form S-8 of our report dated January 18, 2000 relating to the financial statements and financial statement schedules of Eastman Kodak Company, which appears on page 29 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP Rochester, New York April 7, 2000