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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 11, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
Eastman Kodak Company ("Kodak") and its subsidiary, Kodak Graphics
Holdings, Inc., have entered into a Redemption Agreement (the
"Agreement"), dated as of January 11, 2005, with Sun Chemical
Corporation and Sun Chemical Group B.V. (collectively, "Sun"), pursuant
to which the parties have agreed to consummate certain transactions that
will result in Kodak owning 100% of the equity interests in Kodak
Polychrome Graphics LLC and Kodak Polychrome Graphics Company Ltd.
(collectively, "KPG"). A leading solutions provider to the graphic
communications industry with headquarters in Norwalk, Connecticut, KPG
is currently a 50-50 joint venture between Kodak and Sun, and serves
customers around the globe with subsidiaries and regional offices in the
U.S., Europe, Japan, Asia Pacific and Latin America.
Kodak and its affiliates will pay to Sun and its affiliates an aggregate
consideration of $816.5 million, of which $316.5 million will be paid on
the closing date, $200 million in September 2006 and $50 million in each
of September 2008 through 2013.
The closing of the transactions contemplated by the Agreement is
scheduled to take place on April 1, 2005, subject to satisfaction of the
closing conditions on or prior to that date. Either party may terminate
the Agreement if the closing does not occur by October 11, 2005 (if all
conditions to closing other than certain regulatory approvals have been
satisfied on or prior to July 11, 2005) or otherwise by July 11, 2005.
The closing of the transactions is subject to certain conditions,
including, among other things, the regulatory approvals required under
the U.S. antitrust laws and EU competition laws.
The Agreement includes a non-compete covenant, pursuant to which Sun has
agreed not to engage in the lithographic plate business or the proofing
business for a period of three years following the closing date, with
certain exceptions. Sun has also agreed not to solicit, recruit or hire
any officer, director or employee of KPG for a period of two years
following the closing date, with certain exceptions.
A copy of the January 12, 2005 press release related to this action is
attached as Exhibit (99.1).
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibit
(99.1) Eastman Kodak Company press release dated January 12, 2005
regarding this action.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: January 12, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Eastman Kodak Company press release dated January 12, 2005.