UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lumisys Incorporated
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
55027494
(CUSIP Number)
Joyce P. Haag, Esq.
Deborah McLean Quinn, Esq. Secretary
Nixon Peabody LLP Eastman Kodak Company
Clinton Square Suite 1300 343 State Street
Rochester, New York 14604 Rochester, New York 14650
elephone: 716-263-1307 Telephone: 716-274-4368
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 9, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 55027494 Page 2 of 9
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Eastman Kodak Company
16-0417150
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization
State of New Jersey
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Number of 7. Sole Voting Power
Shares 1,076,636* shares of Common Stock
Beneficially -----------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting 0
Person With
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person shares of
Common Stock 1,076,636* shares of Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) X*
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CUSIP No. 55027494 Page 3 of 9
13. Percent of Class Represented by Amount in Row (11)
11.39%
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14. Type of Reporting Person (See Instructions)
CO
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*Includes 175,000 shares subject to immediately exercisable options.
Does not include 16,249 shares subject to immediately exercisable stock
option(s) with an exercise price of more than $4.05 per share (the Merger
Consideration).
This Schedule relates to shares of the Common Stock, par value $.001
per share ("Common Stock") of Lumisys Incorporated (the "Issuer" or "Lumisys").
The Issuer's principal executive office is located at 225 Humboldt Court,
Sunnyvale, California 94089.
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CUSIP No. 55027494 Page 4 of 9
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Eastman Kodak Company ("Kodak") in
connection with (i) an Agreement and Plan of Merger (the "Merger Agreement"),
dated November 9, 2000, among Kodak, its wholly owned subsidiary Sunfish
Acquisition Corp. (Merger Subsidiary") , and Lumisys, and (ii) the Stockholder
Agreement (the "Stockholder Agreement") among Kodak, Sunfish Acquisition Corp.,
Lumisys and Bala Manian, Ph.D., individually and in his capacity as trustee of
the Manian Revocable Trust and as general partner of Saraswati Partners and
Phillip Berman, M.D., individually and in his capacity as manager of the P.
Berman Family LLC, the general partner of Sequoia Investment Limited Partnership
(the "Lumisys Significant Stockholders"), dated November 9, 2000, which grants
Kodak the right, as proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the Lumisys Significant
Stockholders, to vote such Stockholders' shares of Common Stock or grant any
consent or approval with respect to such Stockholders' shares of Common Stock
under certain circumstances described below. The Merger Agreement and the
Stockholders' Agreement are incorporated by reference as an exhibit to this
Schedule 13D.
Kodak is organized as a corporation under the laws of the State of New
Jersey, and its headquarters business address is 343 State Street, Rochester,
New York 14650. Kodak is engaged primarily in developing, manufacturing and
marketing consumer, professional, health and other imaging products and
services.
The names, business addresses, principal occupations and citizenship of
the directors and executive officers of Kodak are set forth in Annex A hereto
and are incorporated herein by reference.
None of Kodak or its directors or executive officers has, during the
last five years, been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he, she or it is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In consideration of and as a condition to Kodak entering into the
Merger Agreement, Kodak has been appointed proxy and attorney-in-fact to vote
the shares of Lumisys Common Stock owned by the Lumisys Significant Stockholders
as of November 9, 2000 and which may be acquired pursuant to outstanding options
as of such date, and has been granted certain other rights under the
Stockholders' Agreement.
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CUSIP No. 55027494 Page 5 of 9
ITEM 4. PURPOSE OF THE TRANSACTION
On November 9, 2000, Kodak, Merger Subsidiary and Lumisys entered into
the Merger Agreement pursuant to which Merger Subsidiary will merge with and
into Lumisys and Lumisys will be the surviving corporation. Upon consummation of
the merger, the directors and officers of Merger Subsidiary immediately prior to
the merger will be the directors and officers of the surviving corporation after
the merger, the separate existence of Merger Subsidiary will cease, and all of
the outstanding shares of the surviving corporation will be held by Kodak. The
purchase price payable by Kodak consists of $4.05 per share for each share of
Lumisys Common Stock outstanding, or approximately $39 million in the aggregate.
Completion of the merger is subject to customary conditions, including the
approval by Lumisys shareholders and regulatory approvals. The Merger Agreement
may be terminated under certain circumstances including if (a) Lumisys does not
obtain the required stockholder approval, (b) the merger is not consummated by
January 31, 2001 (or February 28, 2001, in certain circumstances), or (c)
Lumisys receives and its board of directors approves an unsolicited proposal to
acquire 50% or more of Lumisys' Common Stock or 50% or more of Lumisys' assets
or all of the outstanding shares of stock or assets of AuntMinnie.com, Inc., a
majority owned subsidiary of Lumisys, in any such case which Lumisys' board
concludes is superior to Lumisys' shareholders from a financial point of view
than the transactions contemplated by the Merger Agreement, subject to certain
conditions and limitations. The terms of the Merger Agreement are incorporated
herein by reference.
Kodak, Merger Subsidiary, Lumisys and the Lumisys Significant
Stockholders entered into the Stockholder Agreement as a condition of Kodak
entering into the Merger Agreement. Pursuant to the terms of the Stockholder
Agreement, the Lumisys Significant Stockholders have each agreed that at any
meeting of stockholders of Lumisys, however called, or any action by written
consent of the stockholders of Lumisys in lieu of a meeting, the Lumisys
Significant Stockholders will vote all of their shares of Lumisys Common Stock:
(i) in favor of approval of the Merger Agreement and the transactions
contemplated thereby (including the Merger) and by any of the agreements
referred to therein (the "Transactions"); (ii) against any action or agreement
that would result in a breach in any respect of any representation, warranty,
agreement or covenant or any other obligation or agreement of Lumisys under the
Merger Agreement or in connection with the Transactions; and (iii) except as
otherwise agreed to in writing in advance by Kodak, against: (A) any "Other
Acquisition" as defined in the Stockholder Agreement; (B) any change in a
majority of the individuals who, as of the date hereof, constitute the Board of
Directors of Lumisys; (C) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving Lumisys and any
third party; (D) a sale, lease, transfer or disposition of any assets of Lumisys
or any of its subsidiaries outside the ordinary course of business, or any
assets which are material to its business whether or not in the ordinary course
of business, or a reorganization, recapitalization, dissolution or liquidation
of the Company; (E) any change in the present capitalization of Lumisys or any
amendment of its Certificate of Incorporation or Bylaws; (F) any other material
change in Lumisys' corporate structure or affecting its business, and (G) any
other action which is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone or materially adversely affect the Merger or any
of the other transactions contemplated by the Merger Agreement (including
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CUSIP No. 55027494 Page 6 of 9
the agreements referred to therein), or any of the transactions contemplated by
the Stockholder Agreement or change any of the voting rights of any voting
securities of Lumysis. The Lumisys Significant Stockholders also appointed Kodak
as proxy and attorney-in-fact to vote their Lumisys Common Stock in the same
manner for the Merger Proposal and against contrary proposals. The Lumisys
Significant Stockholders also agreed not to (a) transfer ownership of their
shares of Lumisys stock, (b) enter into any contract, option or arrangement with
respect to the transfer of their shares, or (c) enter into any other voting
arrangement with respect to their shares during the term of the Stockholders'
Agreement. The Stockholder Agreement will terminate upon the termination of the
Merger Agreement in accordance with its terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Kodak has been named as proxy and attorney-in-fact to vote the shares
of Lumisys Common Stock held by the Lumisys Significant Stockholders as
described herein. See Item 7. The percentage of ownership set forth in this
Schedule 13D is based upon 9,275,01 shares of the Issuer's Common Stock
outstanding as of August 8, 2000, as reported in the Issuer's Quarterly Report
on Form 9-Q for the quarter ended June 30, 2000, and the 175,000 shares subject
to currently exercisable, in the money, options held by the Lumisys Significant
Stockholders.
Kodak declares that the filing of this Schedule 13D shall not be
construed as an admission that Kodak is, for the purposes of Section 13(d) of
the Act, the beneficial owner of any Lumisys Common Stock, and it disclaims
beneficial ownership of the shares of Lumisys Common Stock reported herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement described in response to Item 4 (which
response is incorporated in this Item 6 by reference), and the Stockholder
Agreement described in response to Items 3 and 4 (which responses are
incorporated in this Item 6 by reference) and the transactions contemplated
thereby, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 or between such person and any other person
with respect to the shares of Lumisys Common Stock or, to the best knowledge of
Kodak, among any of Kodak's executive officers and directors or, to the best
knowledge of Kodak Inc., between any of Kodak's executive officers and directors
and any other person, with respect to the shares of Lumisys Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger, dated November 9, 2000, among Kodak,
Merger Subsidiary and Lumisys. Incorporated by reference to Exhibit 2.1 to the
Lumisys Incorporated Form 10-Q for the quarterly period ended September 30,
2000, Commission File No. 0-26832 ("Lumisys 10-Q").
2. Stockholder Agreement, dated as of November 9, 2000, among between
Kodak,
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CUSIP No. 5027494 Page 7 of 9
Merger Subsidiary, Lumisys and each of the Lumisys Significant
Stockholders. Incorporated by reference to Exhibit 9.1 to the Lumisys 10-Q
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 14, 2000 Eastman Kodak Company
By:/s/ Joyce P. Haag
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Joyce P. Haag, Secretary
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CUSIP No. 55027494. Page 8 of 9
Schedule A to Schedule 13D
EXECUTIVE OFFICERS OF EASTMAN KODAK COMPANY ("KODAK") (all with business
addresses at 343 State Street, Rochester, New York 14650):
Name Citizenship Title
George M. C. Fisher.................United States Chairman of the Board of
Directors
Daniel A. Carp......................United States President, Chief Executive
Officer and Director
Robert H. Brust.....................United States Chief Financial Officer and
Executive Vice President
Eric L. Steenburgh..................United States Executive Vice President
Martin M. Coyne, II.................United States Executive Vice President
Michael P. Morley...................United States Executive Vice President
Joerg D. Agin.......................United States Senior Vice President
Charles S. Brown, Jr. ..............United States Senior Vice President
Carl E. Gustin, Jr..................United States Chief Marketing Officer and
Senior Vice President
Theodore G. Lewis...................United States Senior Vice President
J. Michale McQuade..................United States Senior Vice President
Candy M. Obourn.....................United States Senior Vice President
Dan P. Palumbo......................United States Senior Vice President
Willy C. Shih.......................United States Senior Vice President
Patrick T. Siewert..................United States Senior Vice President
Dr. James C. Stoffel................United States Chief Technical Officer and
Senior Vice President
David L. Smith......................United States Senior Vice President
Gary P. VanGraafeiland..............United States General Counsel and Senior
Vice President
E. Mark Rajkowski...................United States Controller
Michael P. Bernard..................United States Vice President
NON-EMPLOYEE DIRECTORS OF KODAK INCORPORATED (all with business addresses at 343
State Street, Rochester, New York 14650):
Richard S. Braddock.................United States Director of Kodak, Chairman
and Chief Executive Officer
of Priceline.com
Martha Layne Collins ...............United States Director of Kodak,
Executive Scholar in
Residence, Georgetown
College, Kentucky
Alice F. Emerson....................United States Director of Kodak, Senior
Advisor of the Andrew W.
Mellon Foundation
Paul E. Gray........................United States Director of Kodak,
President Emeritus and
Professor, Massachusetts
Institute of Technology
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CUSIP No. 55027494.................. Page 9 of 9
Durk I. Jager.......................United States Director of Kodak, Former
Chairman, President and
Chief Executive Officer of
The Proctor and Gamble
Company
Debra L. Lee........................United States Director of Kodak,
President and Chief
Operating Officer of BET
Holdings, Inc.
Paul H. O'Neill.....................United States Director of Kodak,
Chairman, Aluminum Company
of America
John J. Phelan, Jr..................United States Director of Kodak, Retired
Chairman and Chief
Executive Officer of the
New York Stock Exchange
Laura D'Andrea Tyson................United States Director of Kodak, Dean of
the Walter A. Haas School
of Business, University of
California, Berkeley
Richard A. Zimmerman................United States Director of Kodak, Retired
Chairman and Chief
Executive Officer, Hershey
Foods Corporation
