posasr
As
filed with the Securities and Exchange Commission on January 28, 2010
Registration No. 333-160889
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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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(I.R.S. Employer Identification Number) |
343 State Street
Rochester, New York 14650
(585) 724-4000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Joyce P. Haag
General Counsel and Senior Vice President
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(585) 724-4000
SEE TABLE OF ADDITIONAL REGISTRANTS
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Larry W. Sonsini, Esq.
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Title of Each Class of |
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Amount to be |
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Offering Price |
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Aggregate Offering |
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Amount of |
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Securities to be Registered(1)(2) |
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Registered(1)(2) |
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Per Unit(1)(2) |
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Price(1)(2) |
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Registration Fee(3) |
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Debt Securities(4) |
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Common Stock, $2.50 par value(4) |
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Preferred Stock, $10.00 par value(4) |
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Warrants |
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Guarantees of Debt Securities |
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An indeterminate amount of each identified class of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. |
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Omitted pursuant to General Instruction II.E. of Form S-3. |
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The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). Any registration fees will be paid
subsequently on a pay-as-you-go basis in accordance with Rule 457(r). |
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Also includes such indeterminate amount of debt securities, preferred stock or common stock as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, warrants, or
convertible or exchangeable debt securities, or preferred stock that provides for exercise or conversion into or purchase of such securities of Eastman Kodak Company. Separate consideration may or may not be
received for any debt securities or any shares of preferred stock or common stock so issued upon conversion, exchange or redemption. |
TABLE OF ADDITIONAL REGISTRANTS
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State or Other |
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Primary Standard |
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I.R.S. Employer |
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Incorporation or |
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Identification |
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Organization |
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Creo Manufacturing America LLC(1)
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Wyoming
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8741 |
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20-0754412 |
Eastman Gelatine Corporation(2)
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Massachusetts
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2899 |
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04-1272190 |
Eastman Kodak International Capital Company, Inc.(3)
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Delaware
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8741 |
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16-0952341 |
Far East Development Ltd.(4)
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Delaware
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8741 |
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16-1152300 |
FPC Inc.(5)
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California
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5065 |
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95-3519183 |
Kodak Americas, Ltd.(6)
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New York
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8741 |
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66-0216256 |
Kodak Aviation Leasing LLC(7)
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Delaware
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4522 |
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06-1585224 |
Kodak Imaging Network, Inc.(8)
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Delaware
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7375 |
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94-3334107 |
Kodak (Near East), Inc.(9)
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New York
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8741 |
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16-6027936 |
Kodak Philippines, Ltd.(10)
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New York
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8741 |
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16-0747862 |
Kodak Portuguesa Limited(11)
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New York
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8741 |
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16-0839171 |
Kodak Realty, Inc.(12)
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New York
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8741 |
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16-0912045 |
Laser Edit, Inc.(13)
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California
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7819 |
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95-3900451 |
Laser-Pacific Media Corporation(14)
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Delaware
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7819 |
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95-3824617 |
NPEC Inc.(15)
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California
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8741 |
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16-1375677 |
Pacific Video, Inc.(16)
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Delaware
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7819 |
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95-3806602 |
Pakon, Inc.(17)
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Indiana
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8741 |
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35-1643462 |
Qualex Inc.(18)
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Delaware
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7384 |
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16-1306019 |
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| (Address including zip code, and telephone number, including area code, of additional Registrant’s
principal executive offices) |
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1720 Carey Avenue, Suite 200, Cheyenne, WY 82001, Tel. (585) 724-4000 |
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227 Washington Street, Peabody, MA 01960, Tel. (800) 833-6597 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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6677 Santa Monica Boulevard, Hollywood, CA 90038, Tel. (323) 468-5774 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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1480 64th Street, Suite 300, Emeryville, CA 94608, Tel: (510) 229-1200 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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809 North Cahuenga Boulevard, Los Angeles, CA 90038, Tel: (323) 462-6266 |
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809 North Cahuenga Boulevard, Los Angeles, CA 90038, Tel: (323) 462-6266 |
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343 State Street, Rochester, NY 14650, Tel: (585) 724-4000 |
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809 North Cahuenga Boulevard, Los Angeles, CA 90038, Tel: (323) 462-6266 |
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251 East Ohio Street, Suite 1100, Indianapolis, IN 46204, Tel. (585) 724-4000 |
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2040 Stirrup Creek Drive, Suite 100, Durham, NC 27703, Tel. (919) 383-8535 |
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to our Registration Statement on Form S-3 (File No.
333-160889) is being filed to qualify the Indenture, dated as of September 29, 2009, by and between
us and Bank of New York Mellon, as trustee, related to our 10.50% Senior Secured Notes due 2017, to
add to the Registration Statement the specified guarantors set forth in the table captioned “Table
of Additional Registrants” (the “Guarantors”) and to include the associated guarantees of such
Guarantors.
EASTMAN KODAK COMPANY
Debt Securities
Common Stock
Preferred Stock
Warrants
Guarantees
We, or selling security holders, may offer from time to time, in one or more offerings, debt
securities, common stock, preferred stock, warrants, guarantees of our debt securities or any
combination thereof. The debt securities, preferred stock and warrants may be convertible into or
exercisable or exchangeable for common or preferred stock or other securities of our company. We
will provide the specific terms of any offering of these securities in a supplement to this
prospectus.
This prospectus may not be used to sell securities unless accompanied by a prospectus
supplement which will describe the method and terms of the related offering. The prospectus
supplement will also describe the specific manner in which we will offer these securities and may
also add to, update or change information contained in the prospectus. We urge you to carefully
read this prospectus and the applicable prospectus supplement, as well as the documents
incorporated by reference herein or therein, before you make your investment decision.
Our common stock is listed on the New York Stock Exchange under the symbol “EK.” On
January 27, 2010, the last reported sale price for our common stock
was $4.75 per share. We do not
expect our warrants or debt securities to be listed on any securities exchange or over-the-counter
market.
See “Risk Factors” on page 3 of this prospectus and any risk factors section contained in the
applicable prospectus supplement or any related free writing prospectus and under similar headings
in the documents we incorporate by reference with this prospectus to read about factors you should
consider before investing in these securities.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
We, or selling security holders, may sell the securities to or through one or more
underwriters, through dealers or agents, or through a combination of these methods on an immediate,
continuous or delayed basis. If any underwriters, agents or dealers are involved in the sale of
any securities, the applicable prospectus supplement will set forth their names and any applicable
commissions or discounts.
The
date of this prospectus is January 28, 2010.
TABLE OF CONTENTS
Page
This prospectus does not constitute an offer to sell, or a solicitation of an offer to
purchase, the securities offered by this prospectus in any jurisdiction to or from any person whom
or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf process,
we, or selling security holders, may sell any combination of the securities described in this
prospectus in one or more offerings at any time and from time to time.
This prospectus provides you with a general description of the securities we or selling
security holders may offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement
may also add to, update or change information contained in the prospectus and, accordingly, to the
extent inconsistent, information in this prospectus is superseded by the information in the
prospectus supplement.
The prospectus supplement to be attached to the front of this prospectus may describe, as
applicable, the terms of the securities offered, the initial public offering price, the price paid
for the securities, net proceeds and the other specific terms related to the offering of these
securities.
You should only rely on the information contained or incorporated by reference in this
prospectus and any prospectus supplement or free writing prospectus. We have not authorized any
other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should not assume that the information in
this prospectus or any prospectus supplement or free writing prospectus is accurate as of any date
other than the date on the cover of the applicable document and that any information we have
incorporated by reference is accurate only as of the date of the document incorporated by
reference. Our business, financial condition, results of operations and prospects may have changed
since that date.
The terms the “Company,” “we,” “us,” “our” and “Kodak” as used in this prospectus refer to
Eastman Kodak Company and its subsidiaries. The phrase “this prospectus” refers to this prospectus
and any applicable prospectus supplement, unless the context otherwise requires.
THE COMPANY
Eastman Kodak Company is the world’s foremost imaging innovator, providing imaging technology
products and services to the photographic and graphic communications markets.
Kodak was founded by George Eastman in 1880 and incorporated in 1901 in the State of New
Jersey. The Company is headquartered in Rochester, New York. Our executive offices are located at
343 State Street, Rochester, New York 14650, and our telephone number is (585) 724-4000.
Information about the Company is available on the internet at www.kodak.com. We have not
incorporated by reference into this prospectus the information on our website and it is not part of
this prospectus.
THE GUARANTORS
Certain of the debt securities offered hereby will be guaranteed by each of the existing and
future wholly-owned direct and indirect domestic restricted subsidiaries of Eastman Kodak Company (subject to certain limitations),
which we refer to as the guarantors. If in the future there are additional guarantors, we will
amend this registration statement to include such additional guarantors. The current guarantors,
along with brief descriptions of their business activities, are listed below.
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Description |
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• Creo Manufacturing America LLC
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Dormant |
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• Eastman Gelatine Corporation
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Manufacturer of gelatine used
in the production of film base |
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• Eastman Kodak International
Capital Company, Inc.
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Holding company that owns
certain foreign indirect
subsidiaries of Eastman Kodak
Company |
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• Far East Development Ltd.
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Receives service charges
related to the domestic
operations of Eastman Kodak
Company and its subsidiaries |
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• FPC Inc.
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Indirect subsidiary of Eastman
Kodak Company that disposes of
and recycles motion picture
film products |
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• Kodak Americas, Ltd.
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Holding company that owns
certain foreign indirect
subsidiaries of Eastman Kodak
Company in Latin America |
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• Kodak Aviation Leasing LLC
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Leases aircraft used in the
business operations of Eastman
Kodak Company and its
subsidiaries |
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• Kodak Imaging Network, Inc.
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Owns and operates Eastman
Kodak Company’s online
photography service, offering
digital and film processing
services, photographic print
production and online storage
of photographs |
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• Kodak (Near East), Inc.
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Holding company that owns and
operates certain foreign
indirect subsidiaries of
Eastman Kodak Company in
eastern Europe and the Middle
East |
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• Kodak Philippines, Ltd.
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Holding company that owns and
operates a foreign indirect subsidiary of Eastman Kodak Company in The
Philippines |
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• Kodak Portuguesa Limited
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Holding company that owns and
operates a foreign indirect subsidiary of Eastman Kodak Company in Portugal |
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• Kodak Realty, Inc.
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Provides communications and
real estate services for
Eastman Kodak Company and its
subsidiaries |
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• Laser Edit, Inc.
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Indirect subsidiary of Eastman
Kodak Company that provides
post-production services to
the television and motion
picture industries |
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Description |
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• Laser-Pacific Media
Corporation |
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Holding company that owns
certain domestic indirect
subsidiaries of Eastman Kodak
Company engaged in businesses
related to the television and
motion picture industries |
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• NPEC Inc. |
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Manages Eastman Kodak
Company’s monitoring and
remediation activities related
to its environmental exposures |
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• Pacific Video, Inc. |
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Indirect subsidiary of Eastman
Kodak Company that provides
post-production services to
the television and motion
picture industries |
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• Pakon, Inc. |
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No current operations or assets |
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• Qualex Inc. |
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Provides photographic services
to domestic shopping centers,
major theme parks and family
vacation destinations |
The relevant prospectus supplement will specify, as applicable, that the debt securities
offered thereby are guaranteed by the guarantors.
RECENT DEVELOPMENTS
On
January 28, 2010, we announced our preliminary 2009 fourth quarter
and full year unaudited financial results. For the fourth quarter of 2009, we reported earnings from continuing operations of $430 million, or diluted earnings per share of $1.36 and net income of $444 million, or
diluted earnings per share of $1.40. Fourth-quarter net sales were $2.582 billion, a 6% increase from the year-ago quarter. For full-year 2009, we reported a loss from continuing operations of $232 million, or a diluted loss per share of $0.87 and a net loss
of $209 million, or a diluted loss per share of $0.78. Full-year net sales totaled $7.606 billion, a 19% decline from 2008. Audited financial statements as of and for the year ended December 31, 2009 will be included in our Annual Report on Form 10-K to be filed with the SEC. Our audited results may be different than the preliminary results set forth above.
The preliminary financial data included in this registration statement has been prepared by and is the responsibility of Eastman Kodak Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
RISK FACTORS
Our business is subject to uncertainties and risks. You should carefully consider and
evaluate all of the information included and incorporated by reference in this prospectus,
including the risk factors incorporated by reference from our most recent annual report on Form
10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other
filings we make with the SEC. It is possible that our business, financial condition, liquidity or
results of operations could be materially adversely affected by any of these risks.
FORWARD LOOKING STATEMENTS
Certain statements in this prospectus and the documents we incorporate by reference may be
forward-looking in nature, or “forward-looking statements” as defined in the United States Private
Securities Litigation Reform Act of 1995. For example, references to our expectations
regarding the following are forward-looking statements: revenue; revenue growth; earnings; cash
generation; increased demand for our products, including commercial printing products,
digital cameras and devices; new product introductions; potential revenue, cash and earnings from
intellectual property licensing; liquidity and benefits costs.
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Actual results may differ from those expressed or implied in forward-looking statements. Important
factors that could cause actual results to differ materially from the forward-looking statements
include, among others, the risks, uncertainties, assumptions and factors specified in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008 and Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2009 and June 30, 2009, September 30, 2009 and the 8-K filed on
September 16, 2009 under the headings “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and “Cautionary Statement Pursuant to Safe Harbor
Provisions the Private Litigation Reform Act of 1995” and in other filings we make with
the SEC from time to time. We caution readers to carefully consider such factors. Many of
these factors are beyond our control. In addition, any forward-looking statements
represent our estimates only as of the date they are made, and should not be relied upon
as representing our estimates as of any subsequent date. While we may elect to
update forward-looking statements at some point in the future, we specifically disclaim
any obligation to do so, even if our estimates change.
Any forward-looking statements in this report should be evaluated in light of the factors and
uncertainties referenced above and should not be unduly relied upon.
The prospective financial information contained in the Company’s Current Report
on Form 8-K filed on February 4, 2009 and incorporated by reference in this registration
statement has been prepared by, and is the responsibility of, the Company’s management.
PricewaterhouseCoopers LLP has neither examined, compiled nor performed any
procedures with respect to such prospective financial information and, accordingly,
PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance
with respect thereto. The PricewaterhouseCoopers LLP report incorporated by
reference in this registration statement relates to the Company’s historical information. It
does not extend to the prospective financial information and should not be read to do so.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement or free writing prospectus,
we anticipate that the net proceeds from the sale of the securities that we may offer under this
prospectus and any applicable prospectus supplement or free writing prospectus will be used for
general corporate purposes. We will have significant discretion in the use of any net proceeds.
Investors will be relying on the judgment of our management regarding the application of the
proceeds of any sale of the securities. We may invest the net proceeds temporarily until we use
them for their stated purpose. If we decide to use the net proceeds from a particular offering of
securities for a specific purpose, we will describe that purpose in the applicable prospectus
supplement and/or free writing prospectus. Unless otherwise specified in the applicable prospectus
supplement, we will not receive any proceeds from the sale of securities by selling security
holders.
-4-
RATIO OF EARNINGS TO FIXED CHARGES
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Fiscal Year Ended |
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Nine Months
Ended |
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December 31,
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December 31,
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December 31,
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December 31,
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December 31,
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September 30,
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Ratio of earnings to fixed charges(1) |
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N/A |
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For purposes of calculating the ratio of earnings to fixed charges, earnings represent
earnings from continuing operations before income taxes and before income or loss from equity investments, plus
(a) fixed charges, (b) amortization of capitalized interest,
(c) distributed income of equity investees and (d) share of pre-tax loss of equity investees for
which charges arising from guarantees are included in fixed charges, less (a) interest capitalized
and (b) the non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges.
Fixed charges consist of interest expense, the interest component of rental
expense, and capitalized interest. (The interest portion of rental expense is assumed to
approximate one-third of rental expense.) Earnings were inadequate to cover fixed charges by
$875 million, $251 million, $549 million,
$1,204 million and $635 million for the fiscal years
ended December 31, 2008, December 31, 2007, December 31, 2006, December 31, 2005 and December
31, 2004, respectively, and by $604 million for the nine months ended September 30, 2009. |
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DESCRIPTION OF THE SECURITIES
We may issue from time to time, in one or more offerings, the following securities:
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debt securities, which may be senior or subordinated, and which may be convertible
into our common stock or preferred stock or be non-convertible; |
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shares of common stock; |
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shares of preferred stock; |
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warrants exercisable for debt securities, common stock or preferred stock; and |
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guarantees of debt securities. |
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We will set forth in the applicable prospectus supplement or free writing prospectus a
description of the debt securities, preferred stock, warrants and/or guarantees that may be offered
under this prospectus. The terms of the offering of securities, the initial offering price and the
net proceeds to us will be contained in the applicable prospectus supplement, and other offering
material, relating to such offer.
The following is a brief description of our common stock:
Dividend Rights
Each share of our common stock ranks equally with all other shares of our common stock with
respect to dividends. Dividends may be declared by our board of directors and paid by us at such
times as the board of directors determines, all pursuant to the provisions of the New Jersey
Business Corporation Act.
Voting Rights
Each holder of our common stock is entitled to one vote per share. Our common stock does not
have cumulative voting rights. Holders of our common stock are entitled to vote on all matters
requiring
-5-
shareholder approval under New Jersey law and our amended and restated certificate of
incorporation and amended and restated bylaws, and to elect the members of the board of directors.
Liquidation Rights
Holders of our common stock are entitled to receive all assets that remain after payment to
creditors and holders of preferred stock.
Preemptive or Other Rights
Holders of our common stock are not entitled to preemptive rights. There are no provisions
for redemption, conversion rights, sinking funds, or liability for further calls or assessments by
us with respect to our common stock.
Anti-Takeover Protection
Under the New Jersey Shareholders Protection Act, shareholders owning 10% or more of the
voting power of some New Jersey corporations, including us, are prohibited from engaging in mergers
or other business combination transactions with the corporation for a period of five years, or
longer in some circumstances, after the shareholder first acquired at least 10% of the voting
power. These restrictions are subject to important exceptions.
Transfer Agent and Registrar
Equiserve Trust Company, N.A. serves as the registrar and transfer agent for our common stock.
Stock Exchange Listing
Our common stock is listed on the New York Stock Exchange. The trading symbol for our common
stock on this exchange is “EK.”
SELLING SECURITY HOLDERS
Selling security holders may use this prospectus in connection with resales of securities.
The applicable prospectus supplement, post-effective amendment or other filings we make with the
SEC under the Securities Exchange Act of 1934, as amended, will identify the selling security
holders, the terms of the securities and the transaction in which the selling security holders
acquired the securities, indicate the nature of any relationship such holders have had with us or
any of our affiliates during the three years preceding such offering, state the amount of
securities of the class owned by such security holder prior to the offering and the amount to be
offered for the security holder’s account, and state the amount and (if one percent or more) the
percentage of the class to be owned by such security holder after completion of the offering.
Selling security holders may be deemed to be underwriters in connection with the securities they
resell and any profits on the sales may be deemed to be underwriting discounts and commission under
the Securities Act of 1933, as amended. Unless otherwise specified in the applicable prospectus
supplement, we will not receive any proceeds from the sale of securities by selling security
holders.
-6-
LEGAL MATTERS
In connection with offerings of particular securities in the future, and if stated in the
appropriate prospectus supplement, the validity of the securities offered pursuant to this
prospectus and any prospectus
supplement will be passed upon for us by Joyce P. Haag, Esquire, General Counsel and Senior Vice President of the Company, Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California and Day Pitney LLP.
EXPERTS
The financial statements incorporated in this Prospectus by reference to Eastman
Kodak Company’s Current Report on Form 8-K dated January 28, 2010 and the financial
statement schedule and management’s assessment of the effectiveness of internal control
over financial reporting (which is included in Management’s Report on Internal Control over
Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on
Form 10-K of Eastman Kodak Company for the year ended December 31, 2008 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with them, which means
that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC will automatically update and supersede information included or
previously incorporated by reference into this prospectus from the date we file the document
containing such information. Except to the extent furnished and not filed with the SEC pursuant to
Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by the SEC rules, we incorporate by
reference the documents listed below and any future filings we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, from the
date of this prospectus until the completion of the offering in the relevant prospectus supplement
to which this prospectus relates or this offering is terminated.
The documents we incorporate by reference into this prospectus are:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008
(certain information contained in such Annual Report on Form 10-K,
including the consolidated financial statements, have been superseded by information
filed under Item 8.01 in the Current
Report on Form 8-K filed on January 28, 2010), filed on
February 27, 2009, including portions of our Proxy Statement for our 2009 Annual Meeting of
Stockholders held on May 13, 2009 to the extent specifically incorporated by reference into such
Form 10-K;
2. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009, filed on
April 30, 2009, June 30, 2009, filed on July 30, 2009, and September 30, 2009, filed on October 29,
2009 (certain information contained in the Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2009, including the consolidated financial statements, have
been superseded by information filed under Item 8.01 in the Current
Report on Form 8-K filed on January 28, 2010); and
3. Our Current Reports on Form 8-K filed on January 29, 2009 (only with respect to information
filed and not with respect to Exhibit 99.1 or Exhibit 99.2 to the Current Report on Form 8-K first filed on such date), February 4, 2009,
March 2, 2009, March 24, 2009, April 3, 2009, April 30, 2009 (only with respect to
information filed and not with respect to Exhibit 99.1 to the Current Report on Form 8-K first filed on such date), June 1, 2009 (as amended on June 22,
2009), June 18, 2009, June 29, 2009, July 30, 2009, (only with respect to information filed and not
with respect to Exhibit 99.1), September 16, 2009, September 17, 2009 (only with respect to information
filed and not with respect to the portions of Exhibit 99.1 of the
second Current Report on Form 8-K filed on such date which is deemed furnished pursuant to Item
7.01 of Form 8-K), September 18, 2009 (only the second Current
Report on Form 8-K filed on such date), September 23, 2009, September 30, 2009, October 29, 2009 (only with respect
to information filed and not with respect to Exhibit 99.1), December 4, 2009, December 23, 2009, January 11, 2010
and January 28, 2010 (only with respect to information filed and not
with respect to Exhibit 99.1 or 99.2 of the Current Report on Form 8-K first
filed on such date).
-7-
You may request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(585) 724-5492
Attention: Office of the Corporate Secretary
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934. We
therefore file periodic reports, current reports, proxy statements and other information with the
SEC. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operations of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an internet site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file electronically.
Our Internet address is www.kodak.com (which is not intended to be an active hyperlink in this
prospectus). We make available, free of charge, through our Internet website copies of our recent
filings with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
soon as reasonably practicable after filing such material electronically or otherwise furnishing it
to the SEC. Information contained on our website is not incorporated by reference to this
prospectus.
-8-
EASTMAN KODAK COMPANY
Debt
Securities
Common Stock
Preferred
Stock
Warrants
Guarantees
January 28, 2010
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth fees and expenses payable by the registrant, other than
underwriting discounts and commissions, expected to be incurred in connection with the issuance and
distribution of the securities being registered hereby. All amounts set forth below are estimates.
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Amount |
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to be Paid |
SEC registration fee |
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(1) |
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Trustee’s and transfer agent’s fees and expenses |
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(2) |
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Printing and engraving fees |
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(2) |
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Legal fees and expenses (including Blue Sky fees) |
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(2) |
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Accountant’s fees and expenses |
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(2) |
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Rating agency fees and expenses |
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(2) |
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Miscellaneous |
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(2) |
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Total |
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(2)(3) |
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To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of
securities under this registration statement pursuant to Rule 457(r). |
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| (2) |
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The amount of securities and number of offerings are indeterminable and the expenses cannot
be estimated at this time. |
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| (3) |
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Excludes the SEC registration fee which is being deferred pursuant to Rule 456(b) and
calculated in connection with the offering of securities under this registration statement
pursuant to Rule 457(r). |
Item 15. Indemnification of Officers and Directors.
The registrant is incorporated under the laws of the State of New Jersey.
The New Jersey Business Corporation Act provides that a New Jersey corporation has the power
to indemnify a director or officer against his or her expenses and liabilities in connection with
any proceeding involving the director or officer by reason of his or her being or having been such
a director or officer, other than a proceeding by or in the right of the corporation, if such a
director or officer acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal proceeding,
such director or officer had no reasonable cause to believe his or her conduct was unlawful.
The New Jersey Business Corporation Act further provides that indemnification and advancement
of expenses shall not exclude any other rights, including the right to be indemnified against
liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a
director or officer may be entitled under a certificate of incorporation, bylaw, agreement, vote of
shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a
director or officer if a judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to
the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of
law or (c) resulted in receipt by the director or officer of an improper personal benefit.
Section 6 of the Amended and Restated Certificate of Incorporation of the registrant provides
that to the fullest extent permitted by the New Jersey Business Corporation Act, directors and
officers of the
II-1
registrant shall not be personally liable to the registrant or its shareholders for damages
for breach of any duty owed to the registrant or its shareholders.
Section 2(a) of Article 8 the Amended and Restated Bylaws of the registrant provides that the
registrant shall indemnify and hold harmless against all liabilities any person who is or was a
director or officer, including the director’s or officer’s estate (an “Indemnitee”), who is or was
a party to or threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise in respect of any past, present or future
matter, including any action suit or proceeding by or in the right of the corporation (an
“Action”), by reason of the fact that the Indemnitee is or was serving as a director, officer,
employee or agent of the corporation or is or was serving at the request of the corporation as a
director, officer, trustee, employee or agent of any other enterprise; provided, however, that the
corporation shall not indemnify an Indemnitee if a judgment or other final adjudication adverse to
the Indemnitee establishes that the Indemnitee’s acts or omissions (a) were acts or omissions that
the Indemnitee knew or believed to be contrary to the best interests of the corporation or
shareholders in connection with a matter to which he had a material conflict of interest, (b) were
not in good faith or involved a knowing violation of law or (c) resulted in receipt by such person
of an improper personal benefit. Subject to the receipt by the corporation of an undertaking by
the Indemnitee to repay Expenses if there shall be a judgment or other final adjudication that the
Indemnitee is not entitled to receive reimbursement of Expenses from the corporation, the
corporation shall pay or reimburse an Indemnitee within 20 days following the later of (i) the
receipt of such undertaking and (ii) receipt of a demand from the Indemnitee for payment or
reimbursement of Expenses, in advance of final disposition or otherwise, to the full extent
authorized or permitted by law, Expenses as incurred by the Indemnitee in defending any actual or
threatened Action by reason of the fact that the Indemnitee is or was serving as a director,
officer, employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, trustee, employee or agent of any other enterprise; provided,
however, the corporation shall not be required hereunder to further pay or reimburse Expenses and,
if requested by the corporation, shall be entitled to repayment of Expenses from the Indemnitee
following any plea formally entered by or formal written admission by the Indemnitee in the Action
for which the Indemnitee has sought payment or reimbursement of Expenses or indemnification that
the Indemnitee has committed such acts or omissions establishing that the Indemnitee is not
entitled to indemnification pursuant to subsection (a). The Indemnitee shall be entitled to be
paid or reimbursed for Expenses incurred in any Action to obtain indemnification or payment or
reimbursement of Expenses under subsection (a) on the same terms, conditions and limitations as the
Indemnitee is entitled to Expenses under the previous sentence. The corporation shall not be
obligated under subsection (a) to provide any indemnification or any payment or reimbursement of
Expenses to an Indemnitee in connection with an Action (or part thereof) initiated by the
Indemnitee unless the Board has authorized or consented to the Action (or part thereof) in a
resolution adopted by the Board. For the purposes of Article 8, “Expenses” shall include, without
limitation, all reasonable fees, costs and expenses, including without limitation, attorneys’ fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, or investigating an Action, including any
Action to obtain indemnification or payment or reimbursement of Expenses.
In addition, Section 2(b) of Article 8 of the Amended and Restated Bylaws of the registrant
also provides that, to the extent authorized from time to time by the board or directors of the
registrant and subject to any terms and conditions thereof, the corporation may, to the full extent
authorized or permitted by law, advance Expenses and indemnify and hold harmless against
liabilities any person not covered by subsection (a) of Section 2, including the person’s estate
(an “Employee Indemnitee”), who is or was an employee or agent of this corporation, or who is or
was serving at the request of the corporation as a director,
officer, trustee, employee or agent of
any other enterprise, or the legal representative of any such person, and who is
or was a party to or threatened to be made a party to any Action by reason of the fact that
the Employee Indemnitee is or was serving in any of the foregoing capacities.
Section 3 of Article 8 of the Amended and Restated Bylaws of the registrant further provides
that the right of an Indemnitee or Employee Indemnitee to indemnification and payment or
reimbursement of Expenses by the corporation under Section 2 of Article 8 of the Amended and
Restated Bylaws shall be in addition to, and not in lieu of, any statutory or other right of
indemnification or payment, advancement or reimbursement of Expenses provided to any Indemnitee or
Employee Indemnitee. Section 3 of Article 8 further provides that no amendment of Article 8 of the
Amended and Restated Bylaws shall impair the rights of any person arising at any time with respect
to events occurring prior to such amendment.
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are included herein or incorporated herein by reference:
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Incorporated by Reference |
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| Exhibit |
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Filed |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
| 1.1* |
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Form of Underwriting Agreement |
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| 3.1 |
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Amended and Restated Certificate
of Incorporation of the Registrant |
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10-Q |
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001-00087 |
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3 |
(A) |
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8/9/05 |
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| 3.1.1 |
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Articles of Organization of Creo
Manufacturing America LLC |
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| 3.1.2 |
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Articles of Organization of
Eastman Gelatine Corporation |
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Certificate of Incorporation of
Eastman Kodak International
Capital Company, Inc. |
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Certificate of Incorporation of
Far East Development Ltd. |
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| 3.1.5 |
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Restated Articles of Incorporation
of FPC Inc. |
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| 3.1.6 |
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Restated Certificate of
Incorporation of Kodak Americas,
Ltd. |
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| 3.1.7 |
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Certificate of Formation of Kodak
Aviation Leasing LLC |
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| 3.1.8 |
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Amended and Restated Certificate
of Incorporation of Kodak Imaging
Network, Inc. |
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| 3.1.9 |
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Restated Certificate of
Incorporation of Kodak (Near
East), Inc. |
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| 3.1.10 |
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Certificate of Incorporation of
Kodak Philippines, Ltd. |
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| 3.1.11 |
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Restated Certificate of
Incorporation of Kodak Portuguesa
Limited |
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| 3.1.12 |
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Certificate of Incorporation of
Kodak Realty, Inc. |
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| 3.1.13 |
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Articles of Incorporation of Laser
Edit, Inc. |
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| 3.1.14 |
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Certificate of Incorporation of
Laser-Pacific Media Corporation |
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Incorporated by Reference |
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Filed |
| Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
| 3.1.15 |
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Articles of Incorporation of NPEC
Inc. |
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| 3.1.16 |
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Certificate of Incorporation of
Pacific Video, Inc. |
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| 3.1.17 |
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Certificate of Incorporation of
Pakon, Inc. |
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| 3.1.18 |
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Restated Certificate of
Incorporation of Qualex Inc. |
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| 3.2 |
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Amended and Restated Bylaws of the
Registrant |
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8-K |
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001-00087 |
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3.2 |
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3/2/09 |
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| 3.2.1 |
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Operating Agreement of Creo
Manufacturing America LLC |
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| 3.2.2 |
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Bylaws of Eastman Gelatine
Corporation |
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| 3.2.3 |
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Bylaws of Eastman Kodak
International Capital Company,
Inc. |
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| 3.2.4 |
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Bylaws of Far East Development Ltd. |
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| 3.2.5 |
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Bylaws of FPC Inc. |
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| 3.2.6 |
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Bylaws of Kodak Americas, Ltd. |
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| 3.2.7 |
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Operating Agreement of Kodak
Aviation Leasing LLC |
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| 3.2.8 |
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Bylaws of Kodak Imaging Network,
Inc. |
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| 3.2.9 |
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Bylaws of Kodak (Near East), Inc. |
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| 3.2.10 |
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Bylaws of Kodak Philippines, Ltd. |
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| 3.2.11 |
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Bylaws of Kodak Portuguesa Limited |
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| 3.2.12 |
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Bylaws of Kodak Realty, Inc. |
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|
X |
|
| 3.2.13 |
|
|
Bylaws of Laser Edit, Inc. |
|
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X |
|
| 3.2.14 |
|
|
Bylaws of Laser-Pacific Media
Corporation |
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X |
|
| 3.2.15 |
|
|
Bylaws of NPEC Inc. |
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X |
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| 3.2.16 |
|
|
Bylaws of Pacific Video, Inc. |
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X |
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| 3.2.17 |
|
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Bylaws of Pakon, Inc. |
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X |
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| 3.2.18 |
|
|
Bylaws of Qualex Inc. |
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X |
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| 4.1 |
|
|
Form of Senior Indenture |
|
|
S-3 |
|
|
|
333-160889 |
|
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|
4.1 |
|
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|
7/30/09 |
|
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| 4.2 |
|
|
Form of Senior Debt Security
(included in Exhibit 4.1) |
|
|
S-3 |
|
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|
333-160889 |
|
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|
4.2 |
|
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7/30/09 |
|
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| 4.3 |
|
|
Form of Subordinated Indenture |
|
|
S-3 |
|
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|
333-160889 |
|
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|
4.3 |
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7/30/09 |
|
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| 4.4 |
|
|
Form of Subordinated Debt Security
(included in Exhibit 4.3) |
|
|
S-3 |
|
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333-160889 |
|
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4.4 |
|
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7/30/09 |
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| 4.5* |
|
|
Form of Certificate of Designation |
|
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| 4.6* |
|
|
Form of Preferred Stock Certificate |
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| 4.7* |
|
|
Form of Warrant Agreement |
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| 4.8* |
|
|
Form of Warrant Certificate |
|
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| 4.9 |
|
|
Form of 10.50% Note due 2017
(included in Exhibit 4.10) |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
|
|
9/30/09 |
|
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| 4.10 |
|
|
Senior Secured Indenture related
to 10.50% Notes due 2017 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
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|
9/30/09 |
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| |
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| |
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|
Incorporated by Reference |
|
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| Exhibit |
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Filed |
| Number |
|
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
| 4.11 |
|
|
Form of Guaranty related to 10.50%
Notes due 2017 (included in
Exhibit 4.10) |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.12 |
|
|
Security
Agreement, dated as of September 29, 2009, related to the 10.50%
Notes due 2017 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.13 |
|
|
Amendment
No. 1 to Security Agreement, dated as of January 27, 2010,
related to the 10.50% Notes due 2017 |
|
|
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|
X |
|
| 4.14 |
|
|
Note and
Warrant Purchase Agreement |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.1 |
|
|
|
9/17/09 |
|
|
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|
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| 4.15 |
|
|
Form of Warrant issued September
29, 2009 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.2 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.16 |
|
|
Form of
Registration Rights Agreement, dated as of September 29, 2009,
related to the 10.50% Notes due 2017 and Warrants issued September
29, 2009 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.3 |
|
|
|
9/30/09 |
|
|
|
|
|
| 5.1 |
|
|
Legal Opinion of Joyce P. Haag, Esquire |
|
|
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|
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|
|
|
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|
X |
|
| 5.2 |
|
|
Legal Opinion of Wilson Sonsini
Goodrich & Rosati, Professional
Corporation |
|
|
|
|
|
|
|
|
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|
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|
X |
|
| 5.3 |
|
|
Legal Opinion of Day Pitney LLP |
|
|
|
|
|
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|
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|
|
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|
|
|
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|
X |
|
| 12.1 |
|
|
Computation of Ratio of Earnings
to Fixed Charges |
|
|
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|
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|
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|
|
|
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|
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|
|
|
X |
|
| 23.1 |
|
|
Consent of PricewaterhouseCoopers
LLP |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
X |
|
| 23.2 |
|
|
Consent of Joyce P. Haag, Esquire (included in Exhibit 5.1) |
|
|
|
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|
|
|
|
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|
|
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|
|
|
|
|
X |
|
| 23.3 |
|
|
Consent of Wilson Sonsini Goodrich
& Rosati, Professional Corporation
(included in Exhibit 5.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 23.4 |
|
|
Consent of Day Pitney LLP
(included in Exhibit 5.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 24.1 |
|
|
Power of Attorney |
|
|
S-3 |
|
|
|
333-160889 |
|
|
|
|
|
|
|
7/30/09 |
|
|
|
|
|
| 25.1* |
|
|
Form T-1 Statement of Eligibility
of Trustee for Senior Indenture
under the Trust Indenture Act of
1939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25.2* |
|
|
Form T-1 Statement of Eligibility
of Trustee for Subordinated
Indenture under the Trust
Indenture Act of 1939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25.3 |
|
|
Form T-1 Statement of Eligibility
of Bank of New York Mellon, as
trustee of the Senior Secured
Indenture under the Trust
Indenture Act of 1939 |
|
|
|
|
|
|
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|
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|
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|
X |
|
|
|
|
| * |
|
To be filed by amendment or as an exhibit to be incorporated by reference. |
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement.; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be
deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to
any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(e) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(f) The undersigned registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust
Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission
under section 305(b)2 of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
| |
EASTMAN KODAK COMPANY
|
|
| |
By: |
/s/ Antonio M. Perez
|
|
| |
|
Antonio M. Perez |
|
| |
|
Chief Executive Officer |
|
| |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Antonio M. Perez
Antonio M. Perez |
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
January 28, 2010 |
|
|
|
|
|
/s/ Frank S. Sklarsky
Frank S. Sklarsky |
|
Chief Financial Officer
(Principal Financial Officer)
|
|
January 28, 2010 |
|
|
|
|
|
/s/ Eric H. Samuels
Eric H. Samuels |
|
Chief Accounting Officer and
Controller
(Principal
Accounting Officer)
|
|
January 28, 2010 |
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Richard S. Braddock |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Herald
Chen |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Adam
Clammer |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Timothy M. Donahue |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Michael Hawley |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
William H. Hernandez |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Douglas R. Lebda |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Debra L. Lee |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Delano E. Lewis |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
William G. Parrett |
|
|
|
|
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
| |
|
|
Director
|
|
January 28, 2010 |
Joel Seligman |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Dennis F. Strigl |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
January 28, 2010 |
Laura D’Andrea Tyson |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| *By: |
/s/ Patrick M. Sheller
|
|
|
| |
Patrick M. Sheller |
|
|
| |
Attorney-in-fact |
|
|
|
|
| |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Creo Manufacturing America LLC has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
CREO MANUFACTURING AMERICA LLC
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Manager |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
William G. Love |
|
Manager
|
|
January 28, 2010 |
|
William G. Love
|
|
|
|
|
|
|
|
|
|
/s/
Patrick M. Sheller |
|
Manager
|
|
January 28, 2010 |
|
Patrick M. Sheller
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Eastman Gelatine Corporation has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
EASTMAN GELATINE CORPORATION
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
|
Date |
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/s/ Brad W. Kruchten |
|
Director
|
|
January 28, 2010 |
Brad W. Kruchten |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Eastman Kodak International
Capital Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
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| |
EASTMAN KODAK INTERNATIONAL
CAPITAL COMPANY, INC.
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| |
By: |
/s/ William G. Love |
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| |
|
William G. Love |
|
| |
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President and Treasurer |
|
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| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
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| Signature |
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Title |
|
Date |
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/s/ William G. Love |
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Director
|
|
January 28, 2010 |
William G. Love |
|
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|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Far East Development Ltd. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
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| |
FAR EAST DEVELOPMENT LTD.
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| |
By: |
/s/
William G. Love |
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| |
|
William G. Love |
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| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
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| Signature |
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Title |
|
Date |
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/s/ Patrick M. Sheller |
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Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FPC Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, State of New York, on January 28, 2010.
| |
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| |
FPC INC.
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|
| |
By: |
/s/
William G. Love |
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| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
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| Signature |
|
Title |
|
Date |
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|
|
/s/ Kimberly A. Snyder |
|
Director |
|
January 28, 2010 |
Kimberly A. Snyder |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Americas, Ltd. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
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| |
KODAK AMERICAS, LTD.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
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| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director |
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Aviation Leasing LLC has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
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| |
KODAK AVIATION LEASING LLC
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Manager |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William G. Love |
|
Manager
|
|
January 28, 2010 |
William G. Love |
|
|
|
|
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Manager
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Imaging Network, Inc. has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
KODAK IMAGING NETWORK, INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Phillip J. Faraci |
|
Director
|
|
January 28, 2010 |
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak (Near East), Inc. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
KODAK (NEAR EAST), INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Philippines, Ltd. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
KODAK PHILIPPINES, LTD.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Assistant Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Portuguesa Limited has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
KODAK PORTUGUESA LIMITED
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kodak Realty, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
KODAK REALTY, INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Laser Edit, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
LASER EDIT, INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William Roberts |
|
Director
|
|
January 28, 2010 |
William Roberts |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Laser-Pacific Media Corporation
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
LASER-PACIFIC MEDIA CORPORATION
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Brian Burr |
|
Director
|
|
January 28, 2010 |
Brian Burr |
|
|
|
|
|
|
|
|
|
/s/ Kimberly A. Snyder |
|
Director
|
|
January 28, 2010 |
Kimberly A. Snyder |
|
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, NPEC Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
NPEC INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Assistant Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ David M. Kiser |
|
Director
|
|
January 28, 2010 |
David M. Kiser |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pacific Video, Inc. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
PACIFIC VIDEO, INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ William Roberts |
|
Director
|
|
January 28, 2010 |
William Roberts |
|
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pakon, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
PAKON, INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Patrick M. Sheller |
|
Director
|
|
January 28, 2010 |
Patrick M. Sheller |
|
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Qualex Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rochester, State of New York, on January 28, 2010.
| |
|
|
|
|
|
|
| |
QUALEX INC.
|
|
| |
By: |
/s/
William G. Love |
|
| |
|
William G. Love |
|
| |
|
Treasurer |
|
|
|
| |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Antonio M. Perez, Joyce P. Haag and Patrick M. Sheller, and each of them
acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement and any and all additional registration statements pursuant to Rule
462(b) of the Securities Act of 1933 and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in
counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
| |
|
|
|
|
|
|
| Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Brad W. Kruchten |
|
Director
|
|
January 28, 2010 |
Brad W. Kruchten |
|
|
|
|
|
|
EXHIBIT INDEX
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Incorporated by Reference |
|
|
| Exhibit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed |
| Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
| 1.1* |
|
Form of Underwriting Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Amended and Restated Certificate
of Incorporation of the Registrant |
|
|
10-Q |
|
|
|
001-00087 |
|
|
|
3 |
(A) |
|
|
8/9/05 |
|
|
|
|
|
| 3.1.1 |
|
Articles of Organization of Creo
Manufacturing America LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.2 |
|
Articles of Organization of
Eastman Gelatine Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.3 |
|
Certificate of Incorporation of
Eastman Kodak International
Capital Company, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.4 |
|
Certificate of Incorporation of
Far East Development Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.5 |
|
Restated Articles of Incorporation
of FPC Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.6 |
|
Restated Certificate of
Incorporation of Kodak Americas,
Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.7 |
|
Certificate of Formation of Kodak
Aviation Leasing LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.8 |
|
Amended and Restated Certificate
of Incorporation of Kodak Imaging
Network, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.9 |
|
Restated Certificate of
Incorporation of Kodak (Near
East), Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.10 |
|
Certificate of Incorporation of
Kodak Philippines, Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.11 |
|
Restated Certificate of
Incorporation of Kodak Portuguesa
Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.12 |
|
Certificate of Incorporation of
Kodak Realty, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.13 |
|
Articles of Incorporation of Laser
Edit, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.14 |
|
Certificate of Incorporation of
Laser-Pacific Media Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.15 |
|
Articles of Incorporation of NPEC
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.16 |
|
Certificate of Incorporation of
Pacific Video, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.17 |
|
Certificate of Incorporation of
Pakon, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.1.18 |
|
Restated Certificate of
Incorporation of Qualex Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2 |
|
Amended and Restated Bylaws of the
Registrant |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
3.2 |
|
|
|
3/2/09 |
|
|
|
|
|
| 3.2.1 |
|
Operating Agreement of Creo
Manufacturing America LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.2 |
|
Bylaws of Eastman Gelatine
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Incorporated by Reference |
|
|
| Exhibit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed |
| Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
| 3.2.3 |
|
Bylaws of Eastman Kodak
International Capital Company,
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.4 |
|
Bylaws of Far East Development Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.5 |
|
Bylaws of FPC Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.6 |
|
Bylaws of Kodak Americas, Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.7 |
|
Operating Agreement of Kodak
Aviation Leasing LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.8 |
|
Bylaws of Kodak Imaging Network,
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.9 |
|
Bylaws of Kodak (Near East), Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.10 |
|
Bylaws of Kodak Philippines, Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.11 |
|
Bylaws of Kodak Portuguesa Limited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.12 |
|
Bylaws of Kodak Realty, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.13 |
|
Bylaws of Laser Edit, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.14 |
|
Bylaws of Laser-Pacific Media
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.15 |
|
Bylaws of NPEC Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.16 |
|
Bylaws of Pacific Video, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.17 |
|
Bylaws of Pakon, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 3.2.18 |
|
Bylaws of Qualex Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 4.1 |
|
Form of Senior Indenture |
|
|
S-3 |
|
|
|
333-160889 |
|
|
|
4.1 |
|
|
|
7/30/09 |
|
|
|
|
|
| 4.2 |
|
Form of Senior Debt Security
(included in Exhibit 4.1) |
|
|
S-3 |
|
|
|
333-160889 |
|
|
|
4.2 |
|
|
|
7/30/09 |
|
|
|
|
|
| 4.3 |
|
Form of Subordinated Indenture |
|
|
S-3 |
|
|
|
333-160889 |
|
|
|
4.3 |
|
|
|
7/30/09 |
|
|
|
|
|
| 4.4 |
|
Form of Subordinated Debt Security
(included in Exhibit 4.3) |
|
|
S-3 |
|
|
|
333-160889 |
|
|
|
4.4 |
|
|
|
7/30/09 |
|
|
|
|
|
| 4.5* |
|
Form of Certificate of Designation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.6* |
|
Form of Preferred Stock Certificate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.7* |
|
Form of Warrant Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.8* |
|
Form of Warrant Certificate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.9 |
|
Form of 10.50% Note due 2017
(included in Exhibit 4.10) |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.10 |
|
Senior Secured Indenture related
to 10.50% Notes due 2017 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.11 |
|
Form of Guaranty related to 10.50%
Notes due 2017 (included in
Exhibit 4.10) |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
4.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.12 |
|
Security Agreement, dated as of September 29, 2009, related to the 10.50% Notes due 2017 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.1 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.13 |
|
Amendment
No. 1 to Security Agreement, dated as of January 27, 2010, related to the 10.50% Notes due 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 4.14 |
|
Note and Warrant Purchase Agreement |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.1 |
|
|
|
9/17/09 |
|
|
|
|
|
| 4.15 |
|
Form of Warrant issued September
29, 2009 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.2 |
|
|
|
9/30/09 |
|
|
|
|
|
| 4.16 |
|
Form of
Registration Rights Agreement, dated as of September 29, 2009,
related to the 10.50% Notes due 2017 and Warrants issued September 29, 2009 |
|
|
8-K |
|
|
|
001-00087 |
|
|
|
10.3 |
|
|
|
9/30/09 |
|
|
|
|
|
| 5.1 |
|
Legal
Opinion of Joyce P. Haag, Esquire |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 5.2 |
|
Legal Opinion of Wilson Sonsini
Goodrich & Rosati, Professional
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 5.3 |
|
Legal Opinion of Day Pitney LLP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 12.1 |
|
Computation of Ratio of Earnings
to Fixed Charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 23.1 |
|
Consent of PricewaterhouseCoopers
LLP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
| 23.2 |
|
Consent of
Joyce P. Haag, Esquire (included in Exhibit 5.1) |
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X |
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Incorporated by Reference |
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| Exhibit |
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Filed |
| Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
| 23.3 |
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Consent of Wilson Sonsini Goodrich
& Rosati, Professional Corporation
(included in Exhibit 5.2) |
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X |
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| 23.4 |
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Consent of Day Pitney LLP
(included in Exhibit 5.3) |
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X |
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| 24.1 |
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Power of Attorney |
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S-3 |
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333-160889 |
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7/30/09 |
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| 25.1* |
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Form T-1 Statement of Eligibility
of Trustee for Senior Indenture
under the Trust Indenture Act of
1939 |
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| 25.2* |
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Form T-1 Statement of Eligibility
of Trustee for Subordinated
Indenture under the Trust
Indenture Act of 1939 |
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| 25.3 |
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Form T-1 Statement of Eligibility
of Bank of New York Mellon, as
trustee of the Senior Secured
Indenture under the Trust
Indenture Act of 1939 |
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X |
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| * |
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To be filed by amendment or as an exhibit to be incorporated by reference. |