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): November 30,
2009
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
November 30, 2009, Eastman Kodak Company ("Kodak") and LG Electronics Inc., LG
Electronics USA, Inc., and LG Electronics Mobilecomm USA, Inc. (referred to
collectively as "LG") entered into an agreement settling their patent
infringement lawsuits against each other which were pending in the U.S. Federal
District Courts for the Western District of New York and the Southern District
of California and an agreement to file a joint request for the termination of
patent infringement proceedings before the U.S. International Trade Commission
(the “Settlement Agreement”).
On
November 17, 2008, Kodak filed a complaint with the U.S. International Trade
Commission (“ITC”) against LG Electronics Inc., LG Electronics USA Inc., and LG
Electronics MobileComm USA, Inc. for infringement of patents related to digital
camera technology seeking a limited exclusion order preventing importation of
infringing devices, including certain mobile telephones and wireless
communication devices featuring digital cameras. On February 20, 2009
LG Electronics Inc. (Seoul, Korea) filed a complaint with the ITC against Kodak
for infringement of certain of their patents alleged to be related to digital
camera technology seeking a limited exclusion order preventing importation of
devices found to infringe the asserted patents.
On
November 17, 2008 Kodak filed a complaint against LG Electronics Inc., LG
Electronics USA Inc., and LG Electronics MobileComm USA, Inc. in Federal
District Court in Rochester, New York, for infringement of patents related to
digital camera technology seeking unspecified damages and other
relief. On February 20, 2009 LG Electronics Inc. commenced two
actions against Kodak in Federal District court in the Southern District of
California for infringement of certain of their patents alleged to be related to
digital camera technology seeking unspecified damages and other
relief.
No
monetary consideration was paid under the Settlement
Agreement. Pursuant to the Settlement Agreement, Kodak and LG agreed
to dismiss their respective infringement claims pending in the U.S. Federal
District Courts for the Western District of New York and the Southern District
of California and agreed to file a joint request that the ITC terminate its
investigation pursuant to the complaints filed by Kodak and LG Electronics
against each other.
Separately,
Kodak has entered into a technology cross license agreement with LG Electronics
Inc. which is royalty bearing to Kodak. The technology cross license
is referenced in the press release attached to this document as Exhibit
(99.1).
In a
separate agreement, Kodak agreed to sell substantially all of the assets of its
organic light emitting diode (OLED) business to a group of LG
companies. The OLED transaction is referenced in the press release
attached to this document as Exhibit (99.2).
ITEM
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
(99.1) Press
release issued by Eastman Kodak Company on December 4, 2009 relating to
the entry into a technology cross license agreement
with LG Electronics Inc.
|
|
(99.2) Press
release issued by Eastman Kodak Company on December 4, 2009 relating to
the sale of Kodak’s OLED assets to a group of LG
companies.
|
2
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: December
4, 2009
3
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBITS
Exhibit
No.
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(99.1) Press
release issued by Eastman Kodak Company on December 4, 2009 relating to
the entry into a technology cross license agreement
with LG Electronics Inc.
|
|
(99.2) Press
release issued by Eastman Kodak Company on December 4, 2009 relating to
the sale of Kodak’s OLED assets to a group of LG
companies.
|
4
Exhibit
(99.1)
EASTMAN
KODAK COMPANY
Media
Contacts:
David
Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Christopher
Veronda, Kodak, +1 585-724-2622, christopher.veronda@kodak.com
Kodak,
LG Enter into Technology Cross-License Agreement
Agreement is Royalty-Bearing
to Kodak
ROCHESTER,
N.Y., Dec. 4 – Eastman Kodak Company (NYSE: EK) announced today that it has
entered into a technology cross-license agreement with LG Electronics, Inc.,
which will allow each company broad access to the other’s patent
portfolio.
The
license agreement, which provides significant benefits to both companies, is
royalty-bearing to Kodak. Additional financial details were not
disclosed.
“We are
pleased to have reached a mutually beneficial arrangement that advances the
interests of Kodak and LG and validates the strength of Kodak’s intellectual
property portfolio,” said Laura G. Quatela, Chief Intellectual Property Officer,
and Vice President, Eastman Kodak Company.
The
companies also agreed to conclude their patent litigation, which involved a
subset of their imaging technologies. Pursuant to a settlement agreement, Kodak
and LG will request that the U.S. International Trade Commission terminate the
investigations initiated earlier this year following complaints filed by both
companies in late 2008.
#
Exhibit
(99.2)
EASTMAN
KODAK COMPANY
Media
Contacts:
David
Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Christopher
Veronda, Kodak, +1 585-724-2622, christopher.veronda@kodak.com
Kodak
to Sell OLED Display Business
ROCHESTER,
N.Y., Dec. 4 – Eastman Kodak Company (NYSE: EK) announced today that it will
sell substantially all the assets associated with its OLED business to a group
of LG companies. This move will tighten Kodak’s investment focus and strengthen
its financial position. Financial details were not disclosed.
Kodak has
been a pioneer in developing technology associated with OLED
displays. In the 1970s, Kodak scientists developed the world’s first
viable OLED material.
Kodak
will have continuing access to its OLED technology for use in its products. Subject to customary
closing conditions, the transaction is expected to close by the end of the
year.
“As we
said earlier this year, OLED is one of the businesses we wanted to reposition to
maximize Kodak’s competitive advantage at the intersection of materials and
imaging science,” said Laura G. Quatela, Kodak’s Chief Intellectual Property
Officer and manager of the company’s OLED business. “This action is consistent
with that strategy. Our OLED intellectual property portfolio is fundamental;
however, realizing the full value of this business would have required
significant investment.”
Nomura
Securities International, Inc. served as financial advisor to
Kodak.
#