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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/20 Eastman Kodak Co 10-K 12/31/19 190:31M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.70M
2: EX-4.10 EX-4.10 Eastman Kodak Company Description of HTML 67K
Common Stock
3: EX-10.3 Ex-10.31 Letter Agreement Re Special Severance HTML 94K
Plan Dtd May 31, 2018
4: EX-21 EX-21 Subsidiaries of Eastman Kodak Compan HTML 65K
5: EX-23 EX-23 Auditor Consent HTML 51K
6: EX-31.1 EX-31.1 CEO Certification HTML 57K
7: EX-31.2 EX-31.2 CFO Certification HTML 58K
8: EX-32.1 EX-32.1 CEO Sox Certification HTML 52K
9: EX-32.2 EX-32.2 CFO Sox Certification HTML 52K
180: R1 Document And Entity Information HTML 112K
82: R2 Consolidated Statement of Operations HTML 115K
54: R3 Consolidated Statement of Comprehensive Income HTML 73K
(Loss)
118: R4 Consolidated Statement of Financial Position HTML 169K
175: R5 Consolidated Statement of Financial Position HTML 65K
(Parentheticals)
79: R6 Consolidated Statement of Equity (Deficit) HTML 89K
51: R7 Consolidated Statement of Equity (Deficit) HTML 58K
(Parentheticals)
113: R8 Consolidated Statement of Cash Flow HTML 144K
182: R9 Consolidated Statement of Cash Flow HTML 53K
(Parentheticals)
109: R10 Note 1 - Basis of Presentation and Summary of HTML 152K
Significant Accounting Policies
170: R11 Note 2 - Cash, Cash Equivalents and Restricted HTML 77K
Cash
61: R12 Note 3 - Inventories, Net HTML 70K
35: R13 Note 4 - Property, Plant and Equipment, Net HTML 82K
110: R14 Note 5 - Goodwill and Other Intangible Assets HTML 233K
171: R15 Note 6 - Other Long-term Assets HTML 73K
62: R16 Note 7 - Other Current Liabilities HTML 93K
36: R17 Note 8 - Other Long-term Liabilities HTML 84K
106: R18 Note 9 - Debt And Finance Leases HTML 213K
173: R19 Note 10 - Redeemable, Convertible Series A HTML 71K
Preferred Stock
96: R20 Note 11 - Leases HTML 262K
33: R21 Note 12 - Commitments and Contingencies HTML 84K
139: R22 Note 13 - Guarantees HTML 73K
159: R23 Note 14 - Financial Instruments HTML 126K
97: R24 Note 15 - Revenue HTML 557K
34: R25 Note 16 - Other Operating Expense, Net HTML 88K
140: R26 Note 17 - Other Charges, Net HTML 72K
160: R27 Note 18 - Income Taxes HTML 271K
99: R28 Note 19 - Restructuring Costs and Other HTML 126K
30: R29 Note 20 - Retirement Plans HTML 1.31M
40: R30 Note 21 - Other Postretirement Benefits HTML 212K
67: R31 Note 22 - Earnings Per Share HTML 88K
165: R32 Note 23 - Stock-based Compensation HTML 150K
104: R33 Note 24 - Shareholders' Equity HTML 60K
39: R34 Note 25 - Other Comprehensive Loss HTML 128K
66: R35 Note 26 - Accumulated Other Comprehensive Loss HTML 67K
164: R36 Note 27 - Segment Information HTML 235K
103: R37 Note 28 - Related Party HTML 54K
43: R38 Note 29 - Discontinued Operations HTML 113K
64: R39 Note 30 - Assets Held for Sale HTML 154K
18: R40 Schedule II - Valuation and Qualifying Accounts HTML 53K
86: R41 Basis of Presentation and Summary of Significant HTML 209K
Accounting Policies (Policies)
156: R42 Note 1 - Basis of Presentation and Summary of HTML 92K
Significant Accounting Policies (Tables)
138: R43 Note 2 - Cash, Cash Equivalents and Restricted HTML 74K
Cash (Tables)
16: R44 Note 3 - Inventories, Net (Tables) HTML 72K
85: R45 Note 4 - Property, Plant and Equipment, Net HTML 81K
(Tables)
155: R46 Note 5 - Goodwill and Other Intangible Assets HTML 234K
(Tables)
137: R47 Note 6 - Other Long-term Assets (Tables) HTML 74K
20: R48 Note 7 - Other Current Liabilities (Tables) HTML 92K
84: R49 Note 8 - Other Long-term Liabilities (Tables) HTML 83K
70: R50 Note 9 - Debt And Finance Leases (Tables) HTML 176K
49: R51 Note 11 - Leases (Tables) HTML 277K
122: R52 Note 12 - Commitments and Contingencies (Tables) HTML 77K
189: R53 Note 13 - Guarantees (Tables) HTML 69K
71: R54 Note 14 - Financial Instruments (Tables) HTML 113K
50: R55 Note 15 - Revenue (Tables) HTML 552K
123: R56 Note 16 - Other Operating Expense, Net (Tables) HTML 88K
190: R57 Note 17 - Other Charges, Net (Tables) HTML 72K
73: R58 Note 18 - Income Taxes (Tables) HTML 269K
46: R59 Note 19 - Restructuring Costs and Other (Tables) HTML 122K
131: R60 Note 20 - Retirement Plans (Tables) HTML 1.32M
147: R61 Note 21 - Other Postretirement Benefits (Tables) HTML 371K
89: R62 Note 22 - Earnings Per Share (Tables) HTML 86K
21: R63 Note 23 - Stock-based Compensation (Tables) HTML 145K
134: R64 Note 25 - Other Comprehensive Loss (Tables) HTML 128K
150: R65 Note 26 - Accumulated Other Comprehensive Loss HTML 68K
(Tables)
92: R66 Note 27 - Segment Information (Tables) HTML 228K
24: R67 Note 29 - Discontinued Operations (Tables) HTML 107K
127: R68 Note 30 - Assets Held for Sale (Tables) HTML 152K
152: R69 Note 1 - Basis of Presentation and Summary of HTML 122K
Significant Accounting Policies (Details Textual)
185: R70 Note 1 - Property, Plant and Equipment Estimated HTML 73K
Useful Lives (Details)
115: R71 Note 1 - Basis of Presentation and Summary of HTML 67K
Significant Accounting Policies (Details Textual
1)
58: R72 Note 1 - Summary of Impact of Adoption on HTML 75K
Consolidated Statement of Financial Position
(Details)
78: R73 Note 1 - Summary of Impact of Adoption on HTML 60K
Consolidated Statement of Financial Position
(Parenthetical) (Details)
181: R74 Note 2 - Schedule of Reconciliation of Cash, Cash HTML 72K
Equivalents and Restricted Cash (Details)
111: R75 Note 2 - Cash, Cash Equivalents and Restricted HTML 79K
Cash (Details Textual)
55: R76 Note 3 - Inventories (Details) HTML 63K
75: R77 Note 4 - Property, Plant and Equipment, Net HTML 72K
(Details)
178: R78 Note 4 - Property, Plant and Equipment, Net HTML 53K
(Details Textual)
120: R79 Note 5 - Carrying Value of Goodwill by Reportable HTML 77K
Segments (Details)
184: R80 Note 5 - Goodwill and Other Intangible Assets HTML 82K
(Details Textual)
114: R81 Note 5 - Gross Carrying Amount and Accumulated HTML 75K
Amortization by Major Intangible Asset Category
(Details)
57: R82 Note 5 - Estimated Future Amortization Expense HTML 67K
Related to Intangible Assets (Details)
77: R83 Note 6 - Schedule of Other Long-Term Assets HTML 65K
(Details)
183: R84 Note 6 - Schedule of Other Long-Term Assets HTML 54K
(Details) (Parentheticals)
112: R85 Note 7 - Other Current Liabilities (Details) HTML 80K
56: R86 Note 7 - Other Current Liabilities (Details) HTML 57K
(Parentheticals)
76: R87 Note 7 - Other Current Liabilities (Details HTML 53K
Textual)
176: R88 Note 8 - Summary of Other Long-term Liabilities HTML 72K
(Details)
117: R89 Note 8 - Other Long-term Liabilities (Details HTML 53K
Textual)
132: R90 Note 9 - Debt and Finance Leases and Related HTML 77K
Maturities and Interest Rates (Details)
148: R91 Note 9 - Annual Maturities of Long-Term Debt and HTML 77K
Finance Leases (Details)
90: R92 Note 9 - Debt and Finance Leases (Details Textual) HTML 292K
22: R93 Note 10 - Redeemable, Convertible Series A HTML 143K
Preferred Stock (Details Textual)
133: R94 Note 11 - Summary of Lease Related Assets and HTML 99K
Liabilities on Balance Sheet (Details)
149: R95 Note 11 - Summary of Lease Related Assets and HTML 60K
Liabilities on Balance Sheet (Details)
(Parenthetical)
91: R96 Note 11 - Schedule of Information Related to Lease HTML 61K
Expense for Finance and Operating Leases (Detail)
23: R97 Note 11 - Schedule of Supplemental Cash Flow HTML 58K
Information Related to Leases (Details)
129: R98 Note 11 - Summary of Undiscounted Cash Flows for HTML 94K
Next Five Years and Thereafter to Finance Lease
Liabilities and Operating Lease Liabilities
Recorded on Balance Sheet (Details)
154: R99 Note 11 - Leases (Details Textual) HTML 65K
63: R100 Note 11 - Summary of Future Minimum Contractual HTML 72K
Lease Payments For Operating Lease (Details)
42: R101 Note 11 - Summary of Undiscounted Cash Flows to Be HTML 62K
Received for Net Investment in Sales-type Leases
(Details)
101: R102 Note 11 - Summary of Undiscounted Cash Flows to Be HTML 67K
Received for Operating Leases and Subleases
(Details)
167: R103 Note 11 - Summary of Income Recognized on HTML 60K
Operating Lease Arrangements (Details)
65: R104 Note 11 - Equipment Subject to Operating Leases HTML 59K
and Related Accumulated Depreciation (Details)
44: R105 Note 12 - Commitments and Contingencies (Details) HTML 63K
- Asset Retirement Obligation Activity
102: R106 Note 12 - Commitments and Contingencies (Details HTML 83K
Textual)
168: R107 Note 13 - Guarantees (Details Textual) HTML 70K
68: R108 Note 13 - Guarantees (Details) HTML 61K
41: R109 Note 14 - Financial Instruments (Details Textual) HTML 69K
31: R110 Note 14 - Derivatives Not Designated as Hedging HTML 54K
Instruments (Details)
100: R111 Note 14 - Derivative Liability (Asset) Key Inputs HTML 81K
in Determination of Fair Value for Embedded
Conversion Features and Termination Option
(Details)
158: R112 Note 15 - Disaggregated Revenue - Major Product HTML 106K
(Details)
142: R113 Note 15 - Disaggregated Revenue - Product HTML 91K
Portfolio Summary (Details)
29: R114 Note 15 - Disaggregated Revenue - Geography HTML 116K
(Details)
98: R115 Note 15 - Revenue (Details Textual) HTML 73K
157: R116 Note 16 - Summary of Other Operating Expense HTML 68K
(Income), Net (Details)
141: R117 Note 16 - Summary of Other Operating Expense HTML 66K
(Income), Net (Parentheticals) (Details)
32: R118 Note 17 - Other Charges, Net (Details) HTML 61K
95: R119 Note 18 - Components of Loss From Continuing HTML 78K
Operations and Tax Provision (Benefit) (Details)
174: R120 Note 18 - Income Tax Provision (Benefit) HTML 78K
Reconciliation (Details)
107: R121 Note 18 - Income Taxes (Details Textual) HTML 139K
38: R122 Note 18 - Deferred Tax Assets and Liabilities HTML 110K
Significant Components (Details)
60: R123 Note 18 - Components of Deferred Tax Assets HTML 60K
(Liabilities) (Details)
172: R124 Note 18 - Reconciliation of Unrecognized Tax HTML 63K
Benefits (Details)
105: R125 Note 19 - Restructuring Costs and Other - HTML 71K
Restructuring Liabilities (Details)
37: R126 Note 19 - Restructuring Costs and Other - HTML 59K
Restructuring Liabilities (Details)
(Parenthetical)
59: R127 Note 19 - Restructuring Costs and Other (Details HTML 69K
Textual)
169: R128 Note 20 - Retirement Plans - (Details Textual) HTML 104K
108: R129 Note 20 - Major Funded and Unfunded Defined HTML 105K
Benefit Plans (Details)
144: R130 Note 20 - Amounts Recognized in Consolidated HTML 68K
Statement of Financial Position (Details)
161: R131 Note 20 - Major Funded and Unfunded Defined HTML 57K
Benefit Plans With Projected Benefit Obligation in
Excess of Plan Assets (Details)
93: R132 Note 20 - Major Funded and Unfunded Defined HTML 59K
Benefit Plans With Accumulated Benefit Obligation
in Excess of Plan Assets (Details)
27: R133 Note 20 - Amounts Recognized in Accumulated Other HTML 65K
Comprehensive Loss For All Major Funded and
Unfunded Defined Benefit Plans (Details)
145: R134 Note 20 - Changes in Major Plan Assets and Benefit HTML 80K
Recognized in Other Comprehensive Income (Loss)
(Details)
162: R135 Note 20 - Pension Income From Continuing HTML 88K
Operations For All Defined Benefit Plans (Details)
94: R136 Note 20 - Weighted-average Assumptions Used to HTML 60K
Determine Benefit Obligation Amounts (Details)
28: R137 Note 20 - Weighted-average Assumptions Used to HTML 69K
Determine Net Pension (Income) Expenses (Details)
143: R138 Note 20 - Weighted-average Asset Allocation By HTML 109K
Assets Category (Details)
163: R139 Note 20 - Fair Value Measurement of Plan Assets HTML 150K
(Details)
119: R140 Note 20 - Reconciliation of Beginning and Ending HTML 77K
Balances of Assets Measured With Significant
Unobservable Inputs (Details)
177: R141 Note 20 - Pension Benefit Payments Which Reflects HTML 70K
Future Services Expected to Be Paid From the Plans
(Details)
80: R142 Note 21 - Changes in the Company's Benefit HTML 69K
Obligation and Funded Status (Details)
52: R143 Note 21 - Amounts Recognized in the Consolidated HTML 65K
Statement of Financial Position (Details)
121: R144 Note 21 - Amounts Recognized in Accumulated Other HTML 56K
Comprehensive Loss (Details)
179: R145 Note 21 - Changes in Benefit Obligations HTML 65K
Recognized in Other Comprehensive Loss (Income)
(Details)
81: R146 Note 21 - Other Post Retirement Benefit Cost from HTML 63K
Continuing Operations (Details)
53: R147 Note 21 - Weighted-average Assumptions Used to HTML 57K
Determine the Net Benefit Obligations (Details)
116: R148 Note 21 - Weighted-average Assumption Used to HTML 57K
Determine Net Post-retirement Benefit Cost
(Details)
186: R149 Note 21 - Weighted-average Assumed Healthcare Cost HTML 60K
Trend Rates Used to Compute Other Post-retirement
Amounts (Details)
153: R150 Note 21 - Effect of One-percentage Point Change in HTML 57K
Assumed Healthcare Cost Trend Rates (Details)
128: R151 Note 21 - Other Post-retirement Benefits Which HTML 66K
Reflects Expected Future Services Expected to Be
Paid (Details)
26: R152 Note 22 - Summary of Reconciliation of Basic and HTML 68K
Diluted Earnings Per Share (Details)
88: R153 Note 22 - Earnings Per Share (Details Textual) HTML 64K
151: R154 Note 23 - Stock-based Compensation (Details HTML 107K
Textual)
126: R155 Note 23 - Restricted Stock Unit Activity (Details) HTML 75K
25: R156 Note 23 - Stock Option Activity (Details) HTML 90K
87: R157 Note 23 - Share-based Payment Award, Stock HTML 79K
Options, Valuation Assumptions (Details)
146: R158 Note 24 - Shareholders' Equity (Details Textual) HTML 87K
130: R159 Note 25 - Changes in Other Comprehensive Loss, by HTML 107K
Component (Details)
47: R160 Note 26 - Components of Accumulated Other HTML 63K
Comprehensive Loss (Details)
74: R161 Note 27 - Segment Information (Details Textual) HTML 66K
188: R162 Note 27 - Revenues and Earnings (Loss) from HTML 120K
Continuing Operations (Details)
125: R163 Note 27 - Revenues and Earnings (Loss) from HTML 56K
Continuing Operations (Details) (Parenthetical)
45: R164 Note 27 - Revenue From External Customers and HTML 67K
Long-Lived Assets, By Geographical Areas (Details)
72: R165 Note 27 - Long-Lived Assets, By Geographical Areas HTML 58K
(Details) (Parentheticals)
187: R166 Note 28 - Related Party (Details Textual) HTML 57K
124: R167 Note 29 - Discontinued Operations (Details HTML 87K
Textual)
48: R168 Note 29 - Discontinued Operations for Business HTML 88K
(Details)
69: R169 Note 29 - Discontinued Operations for Selected HTML 58K
Cash Flow Statement Information (Details)
83: R170 Note 30 - Assets Held for Sale Carrying Amount of HTML 99K
Major Assets and Liabilities (Details)
19: R171 Note 30 - Assets Held for Sale (Details Textual) HTML 76K
135: R172 Schedule II - Valuation and Qualifying Accounts HTML 63K
(Details)
166: XML IDEA XML File -- Filing Summary XML 378K
17: EXCEL IDEA Workbook of Financial Reports XLSX 220K
10: EX-101.INS XBRL Instance -- kodk-20191231 XML 10.71M
12: EX-101.CAL XBRL Calculations -- kodk-20191231_cal XML 511K
13: EX-101.DEF XBRL Definitions -- kodk-20191231_def XML 1.77M
14: EX-101.LAB XBRL Labels -- kodk-20191231_lab XML 3.19M
15: EX-101.PRE XBRL Presentations -- kodk-20191231_pre XML 2.62M
11: EX-101.SCH XBRL Schema -- kodk-20191231 XSD 551K
136: ZIP XBRL Zipped Folder -- 0001564590-20-011408-xbrl Zip 487K
Exhibit (4.10)
EASTMAN KODAK COMPANY
DESCRIPTION OF COMMON STOCK
Eastman Kodak Company, a New Jersey corporation (the “Company”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.01 per share (“Common Stock”).
General
The Company is authorized to issue up to 500,000,000 shares of Common Stock and 60,000,000 shares of preferred stock, no par value per share. The rights of holders of the Common Stock are subject to the rights of holders of any series of preferred stock that may be issued from time to time (including the 2,000,000 shares of the Company’s currently outstanding 5.50% Series A Convertible Preferred Stock, no par value per share (the “Series A Preferred Stock”)), including liquidation rights, special voting rights and preferences with respect to payment of dividends. For a more detailed description of the terms of our capital stock, please refer to the Company’s Second Amended and Restated Certificate of Incorporation and amendments thereto (collectively, the “Certificate”) and the Fourth Amended and Restated By-Laws (the “By-Laws”) filed as exhibits to the report to which this description is filed as an exhibit.
Dividends
Subject to applicable law and to the designated preferential rights of any outstanding series of preferred stock that the Board of Directors of the Company (the “Board”) may cause to be issued, from time to time, the holders of Common Stock will be entitled to dividends as may be declared from time to time by the Board.
Holders of Series A Preferred Stock are entitled to receive cash dividends in an amount equal to the dividend rate of 5.50% of the liquidation preference of $100.00 per share of Series A Preferred Stock (the “liquidation preference”). Dividends on the Series A Preferred Stock will be paid in cash if the Company has funds legally available for payment and the Board, or an authorized committee thereof, declares a cash dividend payable.
Prior to the mandatory redemption date of the Series A Preferred Stock, unless all accumulated and unpaid dividends on the Series A Preferred Stock have been paid in full or a sum for such amounts has been set aside for payment, the Company may not declare dividends on shares of Common Stock or any other shares of the Company’s stock ranking junior or equal to the Series A Preferred Stock and may not purchase, redeem or otherwise acquire such shares, subject to certain customary exceptions.
Ranking
The Common Stock ranks junior to the Series A Preferred Stock as to payment of dividends and distributions of assets upon the liquidation, dissolution or winding up of Company.
Voting Rights
Each share of Common Stock entitles the holder thereof to one vote on all matters, including the election of directors, and, except as otherwise required by law or provided in any resolution adopted by our Board with respect to any series of preferred stock, the holders of the shares of Common Stock will possess all voting power. Generally, all matters to be voted on by the shareholders must be approved by a majority of the votes cast at a meeting at which a quorum is present, subject to state law and any voting rights granted to any of the holders of preferred stock. Holders of Series A Preferred Stock are entitled to vote upon all matters upon which holders of Common Stock have the right to vote, and will be entitled to the number of votes equal to the number of full shares of Common Stock into which such shares of Series A Preferred Stock could be converted at the then applicable conversion rate, at the record date, such votes to be counted together with shares of Common Stock and not separately as a class. The Certificate provides for certain limitations on the voting rights of holders of Common Stock with respect to amendments to the Certificate that affect the terms of outstanding preferred stock, including the Series A Preferred Stock.
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The number of directors shall be no fewer than seven and not more than 13, or as otherwise fixed pursuant to the Fourth Amended and Restated By-laws of the Company. Holders of Common Stock do not have cumulative voting rights with respect to the election of directors. A nominee for director shall be elected to the Board if the nominee receives a majority of the votes cast at a meeting at which a quorum is present. A nominee receives a majority of the votes cast if the votes “for” such nominee’s election exceed the votes “against” such nominee’s election. However, directors shall be elected by a plurality of the votes cast in any contested election for directors. A “contested election” is any election in which the number of nominees seeking election is more than the number of directors to be elected. Shareholders will be permitted only to vote “for” or “withhold” authority in a contested election.
The holders of the Series A Preferred Stock currently have the contractual right to nominate two individuals for election as members of the Board. If and when dividends on the Series A Preferred Stock are in arrears for six or more dividend periods, the holders of Series A Preferred Stock (voting with holders of all other classes of preferred stock of the Company whose voting rights are then exercisable) are entitled to vote for the election of two additional directors in the next annual meeting and all subsequent meetings until all accumulated dividends on such Series A Preferred Stock and other voting preferred stock have been paid or set aside, during which period the number of individuals the holders of the Series A Preferred Stock are contractually entitled to nominate will be reduced by two. If and when all accumulated dividends have been paid on the Series A Preferred Stock and other voting preferred stock, such rights of such holders of Series A Preferred Stock and other voting preferred stock will immediately cease and the contractual nomination right of the holders of the Series A Preferred Stock will be reinstated.
Except as may otherwise be required by law or by the Certificate, the By-Laws may be amended, altered, or repealed, in whole or in part, by the affirmative vote of a majority of the Board. The stockholders, by a majority of the votes cast at a meeting of the stockholders called for such purpose, may adopt, alter, amend or repeal the By-Laws whether made by the Board or otherwise; such amendments adopted by the stockholders may not be amended or repealed by action of the Board without (i) the affirmative vote of a majority of the votes cast at a meeting of the stockholders called for such purpose or (ii) approval by written consent of the stockholders.
Other
The holders of Common Stock do not have preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to the Common Stock.
Pursuant to section 1123(a)(6) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Company is prohibited from issuing any non-voting equity securities for so long as section 1123 of the Bankruptcy Code is in effect and applicable to the Company. This restriction on the issuance of non-voting equity securities is included in the Certificate.
The transfer agent and registrar for the Common Stock, which is listed on the New York Stock Exchange under the symbol KODK, is Computershare Shareowner Services.
Anti-Takeover Provisions
Various provisions contained in the Certificate, the By-Laws, and New Jersey law could delay or discourage some transactions involving an actual or potential change in control of the Company or its management. Provisions in the Certificate and the By-Laws:
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provide that only a majority of the Board, the Chairman or the President may call a special meeting of the stockholders, except that a special meeting must be called upon the request from at least 20% of the total number of votes represented by the entire amount of capital stock of the Company issued and outstanding and entitled to vote at the meeting; |
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provide an advanced written notice procedure with respect to stockholder proposals and stockholder nomination of candidates for election as directors; and |
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provide that directors may fill any vacancies on the Board, including vacancies resulting from an increase the number of directors. |
In addition, the Company is subject to Section 14A-10A of the New Jersey Shareholders Protection Act, a type of anti-takeover statute designed to protect stockholders against coercive, unfair or inadequate tender offers and other abusive tactics and to encourage any person contemplating a business combination with the Company to negotiate with the Board for the fair and equitable treatment of all stockholders. Subject to certain qualifications and exceptions, the statute prohibits an interested stockholder of a corporation from effecting a business combination with the corporation for a period of five years unless the corporation’s board of directors approved the combination prior to the stockholder becoming an interested stockholder or after the stockholder becoming an interested stockholder if the corporation’s board of directors approved both the transaction causing a person to become an interested stockholder and the subsequent business combination. In addition, but not in limitation of the five-year restriction, if applicable, corporations covered by the New Jersey statute may not engage at any time in a business combination with any interested stockholder of that corporation unless the combination is approved by the board of directors prior to the interested stockholder’s stock acquisition date, the combination receives the approval of two-thirds of the voting stock of the corporation not beneficially owned by the interested stockholder or the combination meets minimum financial terms specified by the statute.
An “interested stockholder” is defined to include any beneficial owner of 10% or more of the voting power of the outstanding voting stock of the corporation and any affiliate or associate of the corporation who within the prior five year period has at any time owned 10% or more of the voting power of the then outstanding stock of the corporation.
The term “business combination” is defined to include a broad range of transactions including, among other things:
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the merger or consolidation of the corporation with the interested stockholder or any corporation that is or after the merger or consolidation would be an affiliate or associate of the interested stockholder, |
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the sale, lease, exchange, mortgage, pledge, transfer or other disposition to an interested stockholder or any affiliate or associate of the interested stockholder of 10% or more of the corporation’s assets, or |
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the issuance or transfer to an interested stockholder or any affiliate or associate of the interested stockholder of 5% or more of the aggregate market value of the stock of the corporation. |
The effect of the statute is to protect non-tendering, post-acquisition minority stockholders from mergers in which they will be “squeezed out” after the merger, by prohibiting transactions in which an acquirer could favor itself at the expense of minority stockholders. The statute generally applies to corporations that are organized under New Jersey law.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Eastman Kodak Co. 10-K 12/31/23 176:23M RDG Filings/FA 3/16/23 Eastman Kodak Co. 10-K 12/31/22 177:26M RDG Filings/FA 3/15/22 Eastman Kodak Co. 10-K 12/31/21 176:39M ActiveDisclosure/FA 11/20/20 Eastman Kodak Co. S-8 11/20/20 3:59K Donnelley … Solutions/FA |