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 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
1997 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)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered: Maximum Maximum Registration Fee:
Registered: Offering Price Aggregate
Per Share(1): Offering Price:
- ---------------- ------------ -------------- --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock 2,050,000 $67.53125 $138,439,062.50 $40,839.52
par value $2.50
per share
<FN>
(1) Determined on the basis of the average of the high and low prices of Kodak Common Stock as reported in the
New York Stock Exchange Composite Transactions as published in The Wall Street Journal for June19, 1998
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.
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following information previously filed by Eastman Kodak Company
("Kodak") with the Securities and Exchange Commission (the
"Commission") is incorporated herein by reference:
Annual Report on Form 10-K, as amended, for the year ended December
31, 1997;
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
and
Proxy Statement on Schedule 14A dated March 20, 1998.
All documents filed by Kodak with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(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
deregisters 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, General Counsel and Senior Vice
President of Kodak. Mr. Van Graafeiland owns and has options to
purchase Kodak Common Stock, but is not 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 protecting its directors
and officers against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Exhibit
3(A) Certificate of Incorporation
3(B) By-laws
4 Eastman Kodak Company 1997 Stock Option Plan
5 Opinion of Gary P. Van Graafeiland as to the legality
of the securities registered
23A Consent of Price Waterhouse LLP, independent
accountants
23B Consent of Gary P. Van Graafeiland (included in
Exhibit 5 to this Registration Statement)
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 (the "Act"), 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 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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 Act 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 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 Act, 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 25th day of June, 1998.
EASTMAN KODAK COMPANY
/s/ George M.C. Fisher
By: George M.C. Fisher,
Chairman of the Board and Chief Executive Officer
/s/ Harry L. Kavetas
By: Harry L. Kavetas,
Chief Financial Officer and Executive Vice President
(Principal Financial Officer)
/s/ Jesse J. Greene, Jr.
By: Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller
(Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints each of Gary P. Van
Graafeiland and Joyce P. Haag, acting alone or together, as such
person's true and lawful attorney-in-fact and agent with full powers
of substitution and revocation, for such person and in such person's
name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Act, this registration statement
has been signed by the following persons in the capacities indicated
on June 25, 1998.
Name, Title:
Richard S. Braddock, Director /s/ Richard S. Braddock
Daniel A. Carp, Director /s/ Daniel A. Carp
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
Paul E. Gray, Director /s/ Paul E. Gray
Durk I. Jager, Director /s/ Durk I. Jager
Harry L. Kavetas, Director /s/ Harry L. Kavetas
Paul H. O'Neill, Director /s/ Paul H. O'Neill
John J. Phelan, Jr., Director /s/ John J. Phelan, Jr.
Laura D'Andrea Tyson, Director /s/ Laura D'Andrea Tyson
Richard A. Zimmerman, Director /s/ Richard A. Zimmerman
<TABLE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
EASTMAN KODAK COMPANY 1997 STOCK OPTION PLAN
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Exhibit Location
<S>--- <C>-------------------------- <S>------------------------------------
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 Incorporated by reference to Annual
Report on Form 10-K for the fiscal year
ended December 31, 1997, Exhibit 3
4 Eastman Kodak Company 1997 Incorporated by reference to the
Stock Option Plan Quarterly Report on Form 10-Q for
the quarter ending March 31,
1997, Exhibit 10
5 Opinion of
Gary P. Van Graafeiland
as to the legality
of the securities registered *
23(A) Consent of Price Waterhouse
LLP, independent accountants *
23(B) Consent of Included in Exhibit 5 to this
Gary P. Van Graafeiland Registration Statement
<FN>
* Included as part of the electronic submission of this Registration Statement
(/TABLE>
EXHIBIT 5
June 25, 1998
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, 2,050,000 shares of common stock,
$2.50 par value, of Kodak (the "Shares") to be granted to
participants, or issued upon the exercise of, options under the
Eastman Kodak Company 1997 Stock Option 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,
/s/ Gary P. Van Graafeiland
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
Registration Statement on Form S-8 of our report dated January 14,
1998, appearing on page 20 of Eastman Kodak Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
Price Waterhouse LLP
Rochester, New York
June 25, 1998
June 25, 1998
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 1997 Stock Option 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 1997 Stock Option Plan. The filing fee of $40,839.52 was
transferred on June 24, 1998, 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
/s/ Joyce P. Haag
Joyce P. Haag
Secretary
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