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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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POLAROID CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 04-1734655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
784 Memorial Drive, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange
Act and is effective upon filing pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please
check the following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-0791 and 333-67647
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered: class is to be registered:
11 1/2% Notes due 2006 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The description of the securities that are being registered hereby is
included under the caption "Description of Notes" in the registrant's Prospectus
Supplement dated February 11, 1999 (the "Prospectus Supplement") supplementing
the Prospectus dated December 3, 1998. The Prospectus dated December 3, 1998
forms a part of the registrant's Registration Statement on Form S-3 (File No.
333-67647) that was declared effective by the Securities and Exchange Commission
(the "Commission") on December 3, 1998 and, pursuant to Rule 429 under the
Securities Act of 1933, as amended (the "Act"), is a combined prospectus that
also relates to debt securities which were registered with the Commission by the
registrant's Registration Statement on Form S-3 (File No. 333-0791). The
Prospectus Supplement, filed with the Commission pursuant to Rule 424(b)(2)
under the Act on February 12, 1999, is hereby incorporated herein by reference.
Item 2. Exhibits
Exhibit No. Description
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4.1 Form of Indenture between Polaroid and State Street Bank and
Trust Company, as Trustee. (The Form of Indenture, included as
Exhibit 4.1 to the registrant's Registration Statement on Form
S-3 (File No. 333-0791) and executed on January 9, 1997 by and
between the registrant and State Street Bank and Trust Company,
as Trustee, is hereby incorporated herein by reference.)
4.2 First Supplemental Indenture, dated as of February 17, 1999 by
and between Polaroid and State Street Bank and Trust Company, as
Trustee. (The First Supplemental Indenture, included as Exhibit
4.2 to the registrant's Current Report on Form 8-K filed on
February 17, 1999, is hereby incorporated herein by reference.)
4.3 Form of Global Note. (The Form of Global Note, included as
Exhibit A in Exhibit 4.2 hereto, is hereby incorporated herein by
reference.)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
POLAROID CORPORATION
Dated: February 24, 1999 By: /s/ JUDITH G. BOYNTON
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Name: Judith G. Boynton
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Form of Indenture between Polaroid and State Street Bank and
Trust Company, as Trustee. (The Form of Indenture, included as
Exhibit 4.1 to the registrant's Registration Statement on Form
S-3 (File No. 333-0791) and executed on January 9, 1997 by and
between the registrant and State Street Bank and Trust Company,
as Trustee, is hereby incorporated herein by reference.)
4.2 First Supplemental Indenture, dated as of February 17, 1999 by and
between Polaroid and State Street Bank and Trust Company, as
Trustee. (The First Supplemental Indenture, included as Exhibit
4.2 to the registrant's Current Report on Form 8-K filed on
February 17, 1999, is hereby incorporated herein by reference.)
4.3 Form of Global Note. (The Form of Global Note, included as
Exhibit A in Exhibit 4.2 hereto, is hereby incorporated herein by
reference.)
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