As filed with the Securities and Exchange Commission on November 20, 2020
Registration Statement
No. 333-
UNITED STATES
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)
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New Jersey
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16-0417150
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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343 State Street
Rochester, New York 14650
(Address of principal executive offices and zip code)
Eastman Kodak Company 2013 Omnibus Incentive Plan, as amended and restated
(Full title of the plan)
Roger W. Byrd
General
Counsel, Secretary and Senior Vice President
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(585) 724-4000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee(2)
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Common Stock, par value $0.01 per share, under the Eastman
Kodak Company 2013 Omnibus Incentive Plan, as amended and restated
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7,500,000
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$6.79
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$50,925,000.00
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$5,555.92
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers an indeterminate number of additional shares of common stock which may be issued pursuant to the terms of the Eastman Kodak Company 2013 Omnibus Incentive Plan, as amended and restated, in order to prevent dilution
resulting from adjustments in the event of a stock split, stock dividend, reorganization, recapitalization or similar adjustments of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule
457(h) of the Securities Act on the basis of the average of the high and low prices of the Registrants common stock as reported on the NYSE on November 16, 2020.
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