Registration Statement No. 333-57665
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of Principal Executive Offices) (Zip Code)
Kodak Stock Option 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 Registration Statement, registrant is
post-effectively amending Form S-8 filed June 25, 1998, Registration Statement
No. 333-57665, which is incorporated by reference, to deregister 1,900,000 of
the 10,000,000 shares that were registered via Registration Statement No.
333-57665.
Simultaneously with the filing of this Amendment No. 1 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.
Registrant will carry forward the 1,900,000 shares being deregistered under this
Amendment 1 to Registration Statement on Form S-8 for the Kodak Stock Option
Plan to the Registration Statement on Form S-8 for the Eastman Kodak Company
1995 Omnibus Long-Term Compensation Plan.
The $37,851 filing fee previously paid by registrant for the 1,900,000 shares
being deregistered under this Amendment No. 1 to Registration Statement on Form
S-8 for the Kodak Stock Option Plan will be applied to the filing fee due as a
result of registering the 2,000,000 shares under Amendment No. 2 to Registration
Statement on Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term
Compensation Plan.
This Amendment No. 1 to Registration Statement will automatically become
effective upon filing with the Securities and Exchange Commission.
Once this Amendment No. 1 to Registration Statement is effective, 8,100,000
shares will remain registered under the Kodak Stock Option Plan by way of Form
S-8 filed June 25, 1998, Registration Statement No. 333-57665.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3A Certificate of Incorporation
3B By-laws
4 Kodak Stock Option 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. 1 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. 1 to Registration Statement has been signed by the following person in the
capacities indicated on April 11, 2000.
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
KODAK STOCK OPTION 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 Kodak Stock Option Plan Incorporated by reference to
Form S-8 filed June 25, 1998
Registration Statement No.
333-57668
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. 1 to Registration Statement No. 333-57665 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