SC 13D/A 1 0001.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 LUMISYS INCORPORATED -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE -------------------------------------------------------------------------------- (Title of Class of Securities) (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 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 26, 2000 -------------------------------------------------------------------------------- (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). CUSIP No. 55027494 Page 2 of 8 -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Eastman Kodak Company 16-0417150 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization State of New Jersey -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 9,275,089 shares of Common Stock Shares Beneficially ------------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting 0 Person With -------------------------------------------------------------------------------- 9. Sole Dispositive Power 9,275,089 shares of Common Stock -------------------------------------------------------------------------------- 10. Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,275,089 shares of Common Stock shares of Common Stock -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------------------------------------------------------------------- CUSIP No. 55027494 Page 3 of 8 13. Percent of Class Represented by Amount in Row (11) 100% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 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. CUSIP No. 55027494 Page 4 of 8 ITEM 2. IDENTITY AND BACKGROUND. This amendment is being filed by Eastman Kodak Company ("Kodak") in connection with Schedule 13D filed by it with respect to the execution and deliver of the Agreement and Plan of Merger (the "Merger Agreement") dated November 9, 2000, with respect to the acquisition of Lumisys Incorporated. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning as set forth in the Schedule 13D. Pursuant to the Merger Agreement, the merger of Merger Subsidiary with and into Lumisys (the "Merger") was consummated December 26, 2000. As a result of the Merger, Kodak is the sole record and beneficial shareholder of Lumisys Common Stock. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the Merger Agreement, consideration for the Merger was $4.05 per share for each share of Lumisys Common Stock, or approximately $39,000,000.00 in the aggregate. Such consideration was paid by Kodak to a paying agent for distribution to holders of record of Lumisys common stock as of the record date. Kodak derived such funds from general working capital, no part of which was represented by funds or other consideration borrowed or obtained for the purpose of acquiring, holding, trading or voting the securities. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As a result of consummation of the Merger, Kodak is the sole beneficial owner of 9,275,089 shares of Lumisys Common Stock, constituting 100% of the shares of the Common Stock of Lumisys. Kodak has sole power to vote and dispose of 9,275,089 shares and shared power to vote or dispose of no shares. 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: January 8, 2000 Eastman Kodak Company By:/s/ Joyce P. Haag ------------------------ Joyce P. Haag, Secretary