As filed with the Securities and Exchange Commission on December 8, 1995 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 identification of incorporation or organization number) 343 STATE STREET, ROCHESTER, NEW YORK 14650 (Address of principal executive offices) (Zip code) EASTMAN KODAK COMPANY 1995 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) 724-4666 (Name, address, and telephone number of agent for service) CALCULATION OF REGISTRATION FEE (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 December 5, 1995, 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.
Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Aggregate Offering Amount of Registered Registered Per Share (1) Price Registration Fee Common Stock 16,000,000 $67.4375.00 $1,079,000,000 $372,069.00 par value $2.50 shares per share PART II Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following information previously filed by 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, 1994, as amended by Form 10-K/A dated May 1, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended March 31, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended June 30, 1995. Kodak's Form 10-Q Quarterly Report for the quarter ended September 30, 1995. 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 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
Exhibit Number Exhibit - ------ ------- 3(A) Certificate of Incorporation 3(B) By-laws, as amended through September 11, 1992 4 Eastman Kodak Company 1995 Omnibus Long-Term Incentive Plan 5 Opinion of Gary P. Van Graafeiland as to the legality of the securities registered 24A Consent of Price Waterhouse LLP, independent accountants 24B Consent of Gary P. Van Graafeiland (included in Exhibit 5 to this Registration Statement) 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, State of New York, on this 8th day of December, 1995. EASTMAN KODAK COMPANY By: /s/ George M.C. Fisher By: /s/ Harry L. Kavetas ---------------------- - --------------------- Chairman of the Board, Executive Vice President and Chief President and Chief Financial Officer Executive Officer (Principal Financial Officer) By: /s/ David J. FitzPatrick ------------------------ Controller (Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 8, 1995. Name Title - ---- ----- Richard S. Braddock Director /s/ Richard S. Braddock - -------------------------- Martha Layne Collins Director /s/ Martha Layne Collins - ---------------------------- Alice F. Emerson Director /s/ Alice F. Emerson - ---------------------------- George M.C. Fisher Director /s/ George M.C. Fisher - ----------------------------- Roberto C. Goizueta Director /s/ Roberto C. Goizueta - ------------------------------- Paul E. Gray Director /s/ Paul E. Gray - ---------------------------- John J. Phelan, Jr. Director /s/ John J. Phelan, Jr. - ------------------------------ Wilbur J. Prezzano Director /s/ Wilbur J Prezzano - ---------------------------- Leo J. Thomas Director /s/ Leo J. Thomas - ------------------------------ Richard A. Zimmerman Director /s/ Richard A. Zimmerman - ------------------------ EASTMAN KODAK COMPANY REGISTRATION STATEMENT ON FORM S-8 1995 OMNIBUS LONG-TERM COMPENSATION PLAN INDEX TO EXHIBITS *Included as part of the electronic submission of this Registration Statement
Exhibit Number Exhibit Location - ------ ------- - -------- 3(A) Certificate of Incorporation Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 25, 1988, Exhibit 3 3(B) By-laws, as amended through September 11, 1992 Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 3 4 Eastman Kodak Company 1995 Omnibus Long-Term Incorporated by reference to Quarterly Incentive Plan Report on Form 10-Q for the quarter ended June 30, 1995. 5 Opinion of Gary P. Van Graafeiland as to the legality of the securities registered * 24(A) Consent of Price Waterhouse LLP, independent accountants * 24(B) Consent of Gary P. Van Graafeiland Included in Exhibit 5 to this Registration Statement EXHIBIT 5 December 8, 1995 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, 16,000,000 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 Eastman Kodak Company 1995 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, Gary P. Van Graafeiland Senior Vice President and General Counsel EXHIBIT 24A 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 30, 1995, appearing on page 18 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended December 31, 1994, and our report dated April 28, 1995, appearing on Page 3 of Eastman Kodak Company's Amended Annual Report for the year ended December 31, 1994, on Form 10-K/A dated May 1, 1995. Price Waterhouse LLP New York, New York December 8, 1995 December 8, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Eastman Kodak Company Registration Statement on Form S-8 Relating to Securities to be Issued Under the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan Ladies and Gentlemen: We are filing today by electronic EDGAR transmission Eastman Kodak Company's Registration statement on Form S-8 for the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan. The filing fee of $372,069.00 was transferred on December 8, 1995, to the Commission's account at Mellon Bank in Pittsburgh, Pennsylvania. Please call the undersigned at 716-724-4368 if you have any questions. Very truly yours, EASTMAN KODAK COMPANY Joyce P. Haag Secretary