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): January 8, 2010
Eastman
Kodak Company
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
1-87
|
16-0417150
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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343
State Street,
Rochester,
New York 14650
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (585)
724-4000
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
8.01 Other Events.
On
January 8, 2010, Eastman Kodak Company ("Kodak") and Samsung Electronics
Company, Ltd., Samsung Electronics America, Inc., Samsung
Telecommunications America, LLC, and Samsung Electronics GmbH (hereinafter
collectively referred to as "Samsung") executed a settlement agreement relating
to their outstanding patent infringement disputes (the “Settlement
Agreement”). Pursuant to the Settlement Agreement, the parties filed
joint motions to terminate the respective patent infringement proceedings
pending before the U.S. International Trade Commission and, subject to the
satisfaction of certain conditions, will file dismissals in the patent
infringement disputes pending between the parties in the U.S. Federal District
Court for the Western District of New York and in the German
courts.
On
November 17, 2008, Kodak filed a complaint with the U.S. International Trade
Commission (“ITC”) against Samsung Electronics Co., Ltd., Samsung Electronics
America Inc., and Samsung Telecommunications America LLC for infringement of
patents related to digital camera technology. A hearing before the
ITC was concluded on October 16, 2009 and an Initial Decision was issued by the
Administrative Law Judge on December 17, 2009, finding Kodak’s asserted patents
valid, enforceable, and infringed. Kodak requested a limited
exclusion order preventing importation of infringing devices, including certain
mobile telephones and wireless communication devices featuring digital
cameras. On December 23, 2009, the Administrative Law Judge issued a
determination recommending that the ITC enter a limited exclusion order
excluding Samsung's infringing products from entry into the United States and a
cease and desist order to prevent the sale and distribution of Samsung's
infringing products in the United States.
On
February 17, 2009, Samsung Electronics Company Ltd. and Samsung Electronics
America Inc. filed a complaint with the ITC against Kodak for infringement of
certain of their patents alleged to be related to digital camera
technology. The hearing before the ITC was concluded on October 1,
2009. Samsung is seeking a limited exclusion order preventing
importation of devices found to infringe the asserted patents.
On
November 17, 2008, Kodak filed a complaint against Samsung Electronics Company
Ltd., Samsung Electronics America Inc., and Samsung Telecommunications America,
LLC in Federal District Court in Rochester, New York, for infringement of
patents related to digital camera technology (the “WDNY
Litigation”). The Company is seeking unspecified damages and other
relief.
On
November 17, 2008, Kodak commenced a lawsuit in Landgericht Düsseldorf, Germany
against Samsung Electronics GmbH for infringement of a patent related to digital
camera technology (the “Kodak German Action”). The Company is seeking
unspecified damages and other relief. On April 30, 2009, Samsung
Electronics GmbH commenced a nullity action in the Federal Patent Court in
Munich, Germany seeking to invalidate the Kodak patent asserted against Samsung
in the Kodak German Action (the “Samsung German Nullity Action”).
No
monetary consideration was paid under the Settlement
Agreement. Pursuant to the Settlement Agreement, Kodak and Samsung
agreed to file joint requests that the ITC terminate its proceedings pursuant to
the complaints filed by Kodak and Samsung against each other. Subject
to the satisfaction of certain conditions, Kodak and Samsung also agreed to file
necessary dismissals in the WDNY Litigation, the Kodak German Action and the
Samsung German Nullity Action.
Separately,
Kodak and Samsung have entered into an agreement that includes a technology
cross license which is royalty bearing to Kodak (the “Cross
License”). Kodak received a non-refundable payment from Samsung in
December 2009 that has been credited toward Samsung’s royalty
obligation. The Cross License is referenced in the press release
attached to this document as Exhibit (99.1).
The
Settlement Agreement and the Cross License become effective upon approval by the
International Trade Commission of the joint request for termination of Kodak’s
ITC action against Samsung referred to above.
2
ITEM
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
(99.1)
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Press
release issued by Eastman Kodak Company on January 11, 2010, relating to
the entry into a technology cross license with
Samsung.
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3
SIGNATURES
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/ Joyce P.
Haag
Joyce P. Haag
General Counsel
Date: January
11, 2010
4
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBITS
Exhibit
No.
|
Press
release issued by Eastman Kodak Company on January 11, 2010, relating to
the entry into a technology cross license with
Samsung.
|
5
Exhibit
(99.1)
EASTMAN KODK COMPANY
Media
Contact:
David
Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Kodak,
Samsung Enter Into Technology Cross License
Agreement Is Royalty-Bearing
to Kodak
ROCHESTER,
N.Y., Jan. 11 – Eastman Kodak Company (NYSE: EK) announced today that it has
entered into a technology cross license with Samsung Electronics Co Ltd. that
will allow each company access to the other’s patent portfolio.
The
license agreement, which provides significant benefits to both companies, is
royalty bearing to Kodak. The company received a payment from Samsung in
December that has been credited toward its royalty obligation. Additional
financial details were not disclosed.
The
companies also entered into an agreement to file joint requests for the
termination of patent infringement proceedings before the U.S. International
Trade Commission, and to settle their patent infringement lawsuits against each
other, which are pending in U.S. District Court for the Western District of New
York and in the German courts. Both the settlement of the litigation and the
license agreement become effective upon approval by the International Trade
Commission of the joint requests for termination. The ITC is expected to make
its determination by the end of January 2010.
“We are
pleased to have reached a mutually beneficial arrangement that advances the
interests of Kodak and Samsung and which validates the strength of Kodak’s
intellectual property portfolio,” said Laura G. Quatela, Chief Intellectual
Property Officer, and Vice President, Eastman Kodak Company.
#
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2010