-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhXdtyCgF0bNPiam2obMXqY9/4ZUFNwme7OY9GKa95CpychB2O5K7Q4kTqtPFhKR /3cXAu6EtSU7HthvKtONUg== 0000901309-00-000126.txt : 20000413 0000901309-00-000126.hdr.sgml : 20000413 ACCESSION NUMBER: 0000901309-00-000126 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000412 EFFECTIVENESS DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-57659 FILM NUMBER: 598946 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 S-8 POS 1 AMENDMENT NO. 1 TO FORM S-8 Registration Statement No. 333-57659 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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) Pursuant to Instruction E to Form S-8, the contents of Registration Statement No. 333-57659 are incorporated by reference. CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of Security be Maximum Maximum Registration to be Registered: Offering Aggregate Fee Registered: Price Per Offering Share (1): Price: --------- -------- ------- --------- -------- Common 200,000 $ 58.66 $11,732,000.00 $3,097.25 Stock par value $2.50 per share (1) Determined on the basis of the average of the high and low prices of Kodak Common Stock on the New York Stock Exchange on April 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.
Pursuant to Instruction E to Form S-8, simultaneously with the filing of this Amendment No. 1 to Registration Statement on Form S-8, the registrant is filing another Amendment to Registration Statement on Form S-8 to post-effectively amend Registration No. 33-23371 to deregister 500,000 shares. Registrant will carry forward 200,000 of those shares to this Registration Statement on Form S-8 and apply $5,502 of the $13,756 filing fee previously paid by registrant for such 500,000 shares to the filing fee due as a result of the 200,000 shares being registered by this Amendment No. 1 to Registration Statement on Form S-8. Upon this Amendment No. 1 to Registration Statement's effectiveness, there will be 2,250,000 shares registered under the Eastman Kodak Company 1997 Stock Option Plan (the "Plan"), 2,050,000 shares from Registration Statement No. 333-57659 and 200,000 from this Amendment No. 1 to Registration Statement on Form S-8. PART II 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 and is eligible to receive awards under the Plan. Item 8. EXHIBITS Exhibit Number Exhibit 3A Certificate of Incorporation 3B 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 PricewaterhouseCoopers LLP, independent accountants 23B Consent of Gary P. Van Graafeiland (included in Exhibit 5 to this Registration Statement) EASTMAN KODAK COMPANY SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on the 11th day of April, 2000. Eastman Kodak Company (Registrant) By: Daniel A. Carp* By: Robert H. Brust*, Chief Chief Executive Officer Financial Officer and Executive Vice President By: E. Mark Rajkowski*, Controller Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following person in the capacities indicated on April 11, 2000. Directors Title George M. C. Fisher* Director Richard S. Braddock* Director Daniel A. Carp* Director Martha Layne Collins* Director Alice F. Emerson* Director Paul H. Gray* Director Durk I. Jager* Director Debra L. Lee* Director Paul H. O'Neill* Director John J. Phelan, Jr.* Director Laura D'Andrea Tyson* Director Richard A. Zimmerman* Director *By:/s/Joyce P. Haag - ----------------------------- Joyce P. Haag Under Power of Attorney EASTMAN KODAK COMPANY REGISTRATION STATEMENT ON FORM S-8 EASTMAN KODAK COMPANY 1997 STOCK OPTION PLAN INDEX TO EXHIBITS
Exhibit Number Exhibit Location --- --------------------- ------------------------- 3A Certificate of Incorporation Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 25, 1988, Exhibit 3 3B By-laws Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 1998, Exhibit 3 4 Eastman Kodak Company 1997 Incorporated by reference Stock Option Plan to Form S-8 filed June 25, 1998, Registration Statement No. 333-57659 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 Included in Exhibit 5 to Gary P. Van Graafeiland this Registration Statement * Included as part of the electronic submission of this Registration Statement
EX-5 2 EXHIBIT 5 OPINION OF GARY P. VAN GRAAFEILAND EXHIBIT 5 April 11, 2000 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, 200,000 additional shares of common stock, $2.50 par value, of Kodak (the "Shares") to be granted to participants, or issued upon the exercise of options and stock appreciation rights, or issued in connection with other awards granted 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, Gary P. Van Graafeiland General Counsel and Senior Vice President EX-23 3 EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-57659 on Form S-8 of our report dated January 18, 2000 relating to the financial statements and financial statement schedules of Eastman Kodak Company, which appears on page 29 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP Rochester, New York April 7, 2000 -----END PRIVACY-ENHANCED MESSAGE-----