<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)
<TABLE>
<S> <C>
New Jersey 16-0417150
(State or other jurisdiction (I.R.S.
employer identification
of incorporation or organization) number)
</TABLE>
343 STATE STREET, ROCHESTER, NEW YORK
14650
(Address of principal executive offices) (Zip
code)
EASTMAN KODAK EMPLOYEES'
SAVINGS AND INVESTMENT 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 (1) Registered (1) Per Share (2)
Price Registration Fee
<S> <C> <C>
<C> <C>
Common Stock 5,000,000 $67.4375
$337,187,500.00 $116,272.00
par value $2.50 shares
per share
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this
registration statement covers an indeterminate amount of
interests to be
offered or sold pursuant to the Eastman Kodak Employees'
Savings and Investment
Plan.
(2) 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>
Pursuant to General Instruction E to Form
S-8, Registration
Statement No. 33-36731 on Form S-8, filed with the
Securities and Exchange
Commission on September 6, 1990, relating to the Eastman
Kodak Employees' Savings
and Investment Plan (the "Plan"), including all amendments
thereto, is hereby
incorporated by reference in this Registration Statement,
and any subsequent
amendments thereto shall be deemed to be incorporated by
reference herein and
to be a part hereof from the date of the filing of any such
amendments. The
shares of Eastman Kodak Company Common Stock and plan
interests registered on
this Registration Statement are in addition to shares
previously registered for
issuance pursuant to the Plan on Registration Statements No.
33-36731 and No.
2-88620.
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following information previously filed
by the Eastman
Kodak Company ("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.
Eastman Kodak Employees' Savings and
Investment Plan's Annual
Report on Form 11-K for the year ended
December 30, 1994.
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.
<PAGE>
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 is a participant in
the Plan and may
direct some of his investments under the Plan into the Kodak
Common Stock Fund.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Omitted pursuant to General Instruction E
to Form S-8.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not
applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
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)
Other Exhibits omitted pursuant to General
Instruction E to Form S-8.
</TABLE>
Item 9. UNDERTAKINGS
Omitted pursuant to General Instruction E
to Form S-8.
<PAGE>
SIGNATURES
THE REGISTRANT. 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
------------------------
Chairman of the Board
President and
Chief Executive Officer
By: /s/ Harry L. Kavetas
--------------------
Executive Vice President and
Chief Financial 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
----------------
- -------------------
<PAGE>
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
----------------
- --------
THE PLAN. Pursuant to the requirements of the Securities
Act of 1933, the
administrators of the Eastman Kodak Employees' Savings and
Investment Plan have
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 December 8, 1995.
EASTMAN KODAK EMPLOYEES'
SAVINGS AND INVESTMENT PLAN
By: /s/ David E. Edwards
------------------------
- -------
Member of the Savings and
Investment
Plan Committee
By: /s/ Harry L. Kavetas
------------------------
- -------
Member of the Savings and
Investment
Plan Committee
By: /s/ Jesse J. Greene, Jr.
------------------------
- -------
Member of the Savings and
Investment
Plan Committee
By: /s/Michael P. Morley
------------------------
- ------
Member of the Savings and
Investment
Plan Committee
By: /s/Gary P. Van
Graafeiland
------------------------
- -----
Member of the Savings and
Investment
Plan Committee
By: /s/Charles A. Singleton
------------------------
- -----
Member of the Savings and
Investment
Plan Committee
<PAGE>
The foregoing individuals constitute at least a majority of
the Savings and
Investment Plan Committee.
<PAGE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
SAVINGS AND INVESTMENT PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
Location
- ------ -------
- --------
<S> <C>
<C>
5 Opinion of Gary P. Van Graafeiland as
to the Included as part of the electronic
legality of the securities registered
submission of this Registration Statement
24A Consent of Price Waterhouse LLP,
independent Included as part of the electronic
accountants
submission of this Registration Statement
24B Consent of Gary P. Van Graafeiland
Included in Exhibit 5 to this Registration
Statement
</TABLE>
<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,
5,000,000 shares of common stock, $2.50 par value, of Kodak
(the "Shares") to
be acquired under the Eastman Kodak Employees'Savings and
Investment 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 acquired
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
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 additional securities in
connection with the
Eastman Kodak Employees' Savings and
Investment Plan
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission Eastman
Kodak Company's
Registration Statement on Form S-8 for additional securities
under the Eastman
Kodak Company Savings and Investment Plan. The filing fee
of $116,272.00
was transferred on December 8, 1995 to the Commission's
account at Mellon Bank
in Pittsburgh, PA.
Please call the undersigned at 716-724-4368 if you have any
questions.
Very truly yours,
EASTMAN KODAK
COMPANY
Joyce P. Haag
Secretary
