As filed with the Securities and Exchange Commission on August 11, 2000
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)
New Jersey 16-0417150
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip code)
2000 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)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Security Amount to Offering Price Aggregate Offering
to be be Per Share (1) Price Amount of
Registered Registered Registration
Fee
Common 22,000,000 $57.1875 $1,258,125,000 $332,145
Stock par shares
value $2.50
per share
(1) 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 August 4 ,2000, 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.
PART I
The information required by Part I will be included in the prospectus provided
to participants in the Plan.
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,
1999.
Kodak's Form 10-Q Quarterly Report for the quarter ended March 31,
2000.
Kodak's Form 10-Q Quarterly Report for the quarter ended June 30,
2000.
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 owns and has options to purchase Kodak Common Stock
and is eligible to receive awards under the Plan.
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 insuring its directors and officers
against liabilities against which they cannot be indemnified by Kodak.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
4 2000 Omnibus Long-Term Compensation Plan
5 Opinion of Gary P. Van Graafeiland as to the legality
of the securities registered
23A Consent of PricewaterhouseCoopers LLP, independent
accountants
23B Consent of Gary P. Van Graafeiland (included in Exhibit 5
to this Registration Statement)
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, 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 Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 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
Securities Act of 1933 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 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, New York on August 11, 2000
EASTMAN KODAK COMPANY
By:/s/Daniel A. Carp
------------------------
Daniel A. Carp, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Joyce P. Haag and Laurence L. Hickey, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933 and any and all
amendments (including post-effective amendments) to this registration statement
and to any registration statement filed pursuant to Rule 462(b), and to file
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title
/s/George M. C. Fisher
- ----------------------
George M. C. Fisher Chairman of the Board and Director
/s/Daniel A. Carp
- ----------------------
Daniel A. Carp President, Chief Executive Officer
and Director
/s/Robert H. Brust
- ----------------------
Robert H. Brust Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/E. Mark Rajkowski
- ----------------------
E. Mark Rajkowski Controller
(Principal Accounting Officer)
/s/Richard S. Braddock
- ----------------------
Richard S. Braddock Director
/s/Martha Layne Collins
- ----------------------
Martha Layne Collins Director
/s/Alice F. Emerson
- ----------------------
Alice F. Emerson Director
/s/Paul E. Gray
- ----------------------
Paul E. Gray Director
/s/Durk I. Jager
- ----------------------
Durk I. Jager Director
/s/Debra L. Lee
- ----------------------
Debra L. Lee Director
/s/Paul H. O'Neill
- ----------------------
Paul H. O'Neill Director
/s/John J. Phelan, Jr
- ----------------------
John J. Phelan, Jr Director
/s/Laura D'Andrea Tyson
- ----------------------
Laura D'Andrea Tyson Director
/s/Richard A. Zimmerman
- ----------------------
Richard A. Zimmerman Director
Date: August 11, 2000
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
2000 OMNIBUS LONG-TERM COMPENSATION PLAN
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
4 2000 Omnibus Long-Term Incorporated by reference
Compensation Plan to Quarterly Report on
Form 10-Q for the quarters
ended June 30, 1999, and
September 30, 1999, and
Annual Report on Form 10-K
for the fiscal year ended
December 31, 1999
5 Opinion of Gary P. Van Graafeiland *
as to the legality of the securities
registered
23A Consent of PricewaterhouseCoopers LLP, *
independent accountants
23B Consent of Gary P. Van Graafeiland Included in Exhibit 5
to this Registration
Statement
*Included as part of the electronic submission of this Registration Statement
EXHIBIT 5
August 11, 2000
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,
22,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to
be granted to participants under, or issued upon the exercise of options and
stock appreciation rights, or issued in connection with other awards granted
under the 2000 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 the Shares will, when the
Registration Statement has become effective and the Shares have been issued and
delivered 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,
/s/Gary P. Van Graafeiland
-------------------------
Gary P. Van Graafeiland
Senior Vice President
and General Counsel
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 18, 2000, appearing on page 29 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended December 31, 1999. /s/PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Rochester, New York August 11, 2000