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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 30, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
Eastman Kodak Company, a New Jersey corporation ("Kodak") has entered
into an Arrangement Agreement dated January 30, 2005 (the "Agreement"),
with Creo Inc., a Canada Business Corporations Act corporation
("Creo"), pursuant to which Kodak, through an acquisition subsidiary,
will acquire all of the outstanding common shares of Creo pursuant to a
statutory plan of arrangement (the "Arrangement"). Under the terms of
the Agreement, which has been approved by Kodak's and Creo's respective
boards of directors, Kodak will pay approximately U.S. $980 million in
cash, or U.S. $16.50 per common share, for all the outstanding shares
of Creo, on a fully diluted basis. Creo is a global company and
leading provider of workflow software used by printers to manage
efficiently the movement of text, graphics and images from the computer
screen to the printing press. Based in Vancouver, Canada, Creo trades
on NASDAQ (CREO) and the TSX (CRE).
Kodak and Creo have made customary representations, warranties and
covenants in the Agreement, including, among others, covenants by Creo
to conduct its business in the ordinary course consistent with past
practice during the interim period between the execution of the
Agreement and consummation of the Arrangement. In addition, Creo has
made certain additional customary covenants, including, among others,
covenants not to: (i) solicit proposals relating to alternative
acquisition proposals, or (ii) subject to certain exceptions, enter
into discussions concerning or provide confidential information in
connection with alternative acquisition proposals. Consummation of the
transactions contemplated by the Agreement is conditioned upon, among
other things, (1) performance of covenants, (2) accuracy of
representations and warranties, (3) receipt of all required regulatory
approvals, (4) absence of any law or order making the Arrangement
illegal or prohibiting the consummation of the Arrangement,
(5) exercise of dissent rights with respect to not more than 12.5% of
the common shares of Creo in connection with the Arrangement, (6) the
approval of Creo's shareholders, and (7) approval from the Ontario
Superior Court of Justice (Commercial List).
The closing of the transactions contemplated by the Agreement is
scheduled to take place three business days following the satisfaction
or waiver of the closing conditions. Either party may terminate the
Agreement if the closing does not occur on or before September 30,
2005. The Agreement contains certain additional termination rights for
both Kodak and Creo and further provides that, upon termination of the
Agreement under specified circumstances, Creo must pay Kodak a
termination fee equal to $31.5 million plus reimbursement of certain
transaction expenses incurred by Kodak.
A copy of the January 31, 2005 press release related to this agreement
is attached hereto as Exhibit (99.1).
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ITEM 9.01 Financial Statements and Exhibits
(c) Exhibit
(99.1) Eastman Kodak Company press release dated January 31, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: February 1, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Eastman Kodak Company press release dated January 31, 2005.