As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-
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
of incorporation or organization) identification No.)
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) 724-4368
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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
Common Stock 8,000,000 $57.1875 $457,500,000 $120,780
par value $2.50 shares
per share
(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 August 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.
<PAGE>
Pursuant to General Instruction E to Form S-8, Registration Statement No.
33-65035 on Form S-8, filed with the Securities and Exchange Commission on
December 8, 1995 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 Stock and plan interests registered on the Registration Statement are in
addition to shares previously registered for issuance pursuant to the Plan on
Registration Statements No. 33-65035, No. 33-36731 and No. 2-88620.
<PAGE>
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Omitted pursuant to General Instruction E to Form S-8
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 is a participant in the Plan and may
direct some of his investment 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
Exhibit
Number Exhibit
4 Eastman Kodak Employees' Savings and Investment 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)
Other exhibits omitted pursuant to General Instruction E to Form S-8.
<PAGE>
Item 9. UNDERTAKINGS
Omitted pursuant to General Instruction E to Form S-8.
SIGNATURES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Joyce P. Haag and Laurence L. Hickey, and each
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 and any and all amendments
(including post-effective amendments) to this registration statement and to any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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, New York on August 11, 2000.
EASTMAN KODAK COMPANY
By: /s/Daniel A. Carp By:/s/Robert H. Brust
--------------------------------- ---------------------------------
Daniel A. Carp Robert H. Brust
President & Executive Vice President and
Chief Executive Officer Chief Financial Officer,
(Principal Financial Officer)
By:/s/E. Mark Rajkowski
---------------------------------
E. Mark Rajkowski
Controller
(Principal Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title
/s/Richard S. Braddock
-----------------------
Richard S. Braddock Director
/s/Daniel A. Carp
-----------------------
Daniel A. Carp President, Chief Executive Officer, Director
/s/Martha Layne Collins
-----------------------
Martha Layne Collins Director
/s/Alice F. Emerson
-----------------------
Alice F. Emerson Director
/s/George M. C. Fisher
-----------------------
George M. C. Fisher Chairman of the Board and Director
/s/Paul E. Gray
-----------------------
Paul E. Gray Director
/s/Durk I. Jager
-----------------------
Durk I. Jager Director
/s/Debra L. Lee
-----------------------
Debra L. Lee Director
/s/Paul H. O'Neill
-----------------------
Paul H. O'Neill Director
/s/John J. Phelan, Jr
-----------------------
John J. Phelan, Jr Director
/s/Laura D'Andrea Tyson
-----------------------
Laura D'Andrea Tyson Director
/s/Richard A. Zimmerman
-----------------------
Richard A. Zimmerman Director
Date: August 11, 2000
<PAGE>
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 August 11, 2000.
EASTMAN KODAK EMPLOYEES'
SAVINGS AND INVESTMENT PLAN
By:/s/Robert H. Brust
-------------------------------------------
Robert H. Brust
Member of the Savings and Investment
Plan Committee
By:/s/David M. Pollock
-------------------------------------------
David M. Pollock
Member of the Savings and Investment
Plan Committee
By:/s/ Michael P. Morley
-------------------------------------------
Michael P. Morley
Member of the Savings and Investment
Plan Committee
By:/s/Paula Dolan
-------------------------------------------
Paula Dolan
Member of the Savings and Investment
Plan Committee
By:/s/Gary P. Van Graafeiland
-------------------------------------------
Gary P. Van Graafeiland
Member of the Savings and Investment
Plan Committee
The foregoing individuals constitute the Savings and Investment Plan Committee.
<PAGE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
SAVINGS AND INVESTMENT PLAN
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
4 Eastman Kodak Employees' *
Savings and Investment 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
*Included as part of the electronic submission of this Registration Statement
