-----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, J0foorBehKUx1ii+AszMnbjz5tDjntFDjFPSWCXdYoHUnLl6gwNLH7kfVaymDfEz gII1YvwetoeHF/uEtoMF6Q== /in/edgar/work/20000811/0000901309-00-000191/0000901309-00-000191.txt : 20000921 0000901309-00-000191.hdr.sgml : 20000921 ACCESSION NUMBER: 0000901309-00-000191 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000811 EFFECTIVENESS DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: [3861 ] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-57665 FILM NUMBER: 692823 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 S-8 POS 1 0001.txt AMENDMENT NO. 2 TO FORM S-8 Registration No. 333-57665 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 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) KODAK 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 333-57665 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 8,100,000 $57.1875 $463,218,750 $122,289.75 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 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. Upon the filing of this Amendment No. 2 there will be 16,200,000 shares registered under the Kodak Stock Option Plan (the "Plan"), 8,100,000 shares from Registration Statement No. 333-57665, as amended by amendment No. 1 and 8,100,000 from this Amendment No. 2 to Registration Statement on Form S-8. PART II Items 3, 4, 6, 7, and 9 Omitted pursuant to General Instructions E to Form S-8. 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 4 Kodak 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) 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. 2 to the 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 August 2000. Eastman Kodak Company By: ------------------------------- Daniel A. Carp* President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed by the following person in the capacities indicated on April 11, 2000. Robert H. Brust*, Chief Financial Officer and Executive Vice President E. Mark Rajkowski*, Controller Name Title George M. C. Fisher* Chairman of the Board and Director Richard S. Braddock* Director Daniel A. Carp* President, Chief Executive Officer, Director Martha Layne Collins* Director Alice F. Emerson* Director Paul E. 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 KODAK STOCK OPTION PLAN INDEX TO EXHIBITS Exhibit Number Exhibit Location 4 Kodak Stock Option Plan Incorporated by reference to Form S-8 filed June 25, 1998, Registration Statement No. 333-57665 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 0002.txt EXHIBIT 5 OPINION OF COUNSEL EXHIBIT 5 August 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, 8,100,000 additional shares of common stock, $2.50 par value, of Kodak (the "Shares") to be issued upon the exercise of options and stock appreciation rights under the Kodak 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 EX-23 3 0003.txt EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23A CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-57665 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. /s/PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Rochester, New York August 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----