<PAGE>
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
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum
Securities to be Amount to be Offering
Price Aggregate Offering Amount of
Registered Registered Per Share (1)
Price Registration Fee
<S> <C> <C>
<C> <C>
Common Stock 16,000,000 $67.4375.00
$1,079,000,000 $372,069.00
par value $2.50 shares
per share
</TABLE>
(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.
<PAGE>
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.
<PAGE>
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
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)
</TABLE>
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
<PAGE>
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.
<PAGE>
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
- ------------------------
<PAGE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
1995 OMNIBUS LONG-TERM COMPENSATION PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
Location
- ------ -------
- --------
<S> <C>
<C>
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
</TABLE>
*Included as part of the electronic submission of this
Registration Statement
<PAGE>
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
<PAGE>
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
<PAGE>
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
