Registration No. 333-57729
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
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) 724-4368
(Name, address, and telephone number of agent for service)
Pursuant to Instruction E to Form S-8, the contents of Registration Statement
No. 33-65033 and 333-57729 are incorporated by reference.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Security be Maximum Maximum Registration
to be Registered: Offering Aggregate Fee
Registered: Price Per Offering
Share (1): Price:
--------- -------- ------- --------- --------
Common 2,000,000 $ 58.66 $117,320,000.00 $ 30,972.48
Stock par
value $2.50
per share
(1) Determined on the basis of the average of the high and low prices of Kodak
Common Stock on the New York Stock Exchange on April 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.
Pursuant to Instruction E to Form S-8, simultaneously with the filing of this
Amendment No. 2 to Registration Statement on Form S-8, the registrant is filing
another Amendment to Registration Statement on Form S-8 to post-effectively
amend Registration No. 333-57665 to deregister 1,900,000 shares and another
Registration Statement on Form S-8 to post-effectively amend Registration No.
333-23371 to deregister 500,000 shares. Registrant will carry forward 2,000,000
of these shares to this Registration Statement on Form S-8 and apply $37,851.00
from Registration No. 333-57665 and $2,751.00 from Registration Statement No.
333-23371 of the filing fee previously paid by registrant for such 2,000,000
shares to the filing fee due as a result of the 2,000,000 shares being
registered by this Amendment No. 2 to Registration Statement on Form S-8.
Upon this Amendment No. 2 to Registration Statement's effectiveness, there will
be 22,000,000 shares registered under the Eastman Kodak Company 1995 Omnibus
Long-Term Compensation Plan (the "Plan"), 16,000,000 shares from Registration
Statement No. 33-65033, 4,000,000 from Registration Statement No. 333-57729 and
2,000,000 from this Amendment No. 2 to Registration Statement on Form S-8.
PART II
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, General Counsel and Senior Vice President of Kodak. Mr. Van
Graafeiland owns and has options to purchase Kodak Common Stock and is eligible
to receive awards under the Plan.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3A Certificate of Incorporation
3B By-laws
4 Eastman Kodak Company 1995 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)
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. 2 to the 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. 2 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
EASTMAN KODAK COMPANY 1995 OMNIBUS LONG-TERM COMPENSATION 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 Eastman Kodak Company 1995 Incorporated by reference
Omnibus Long-Term Compensation to Form S-8 filed December
Plan 8, 1995, Registration
Statement No. 33-65033
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 Included in Exhibit 5 to
Gary P. Van Graafeiland this Registration Statement
* Included as part of the electronic submission of this Registration Statement
EXHIBIT 5
April 11, 2000
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am General Counsel and Senior Vice President 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,
2,000,000 additional shares of common stock, $2.50 par value, of Kodak (the
"Shares") to be granted to participants, 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 when the Registration Statement
has become effective and the Shares have been issued and delivered as
contemplated in the Plan, the Shares will 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
General Counsel and Senior Vice President
EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-57729 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