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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 9, 2007
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
On January 9, 2007, Eastman Kodak Company, a New Jersey corporation
("Kodak"), and Onex Healthcare Holdings, Inc., a Delaware corporation and
subsidiary of Onex Corporation ("Onex Healthcare"), entered into an Asset
Purchase Agreement (the "Purchase Agreement"), pursuant to which Onex
Healthcare has agreed to acquire Kodak's health group business, which
consists of its medical business, dental business and molecular imaging
systems business (the "Business"). The transactions contemplated by the
Purchase Agreement are structured as an acquisition by Onex Healthcare of
assets primarily related to the Business and the stock of certain
subsidiaries of Kodak engaged in the Business, as well as the assumption by
Onex Healthcare of the liabilities primarily related to the Business.
Pursuant to the Purchase Agreement, Onex Healthcare has agreed to pay Kodak
up to $2.55 billion for the Business, consisting of an initial payment of
$2.35 billion in cash plus up to an additional $200 million if Onex
achieves certain returns with respect to its investment. If Onex
Healthcare investors realize an internal rate of return in excess of 25% on
their investment, Kodak will receive payment equal to 25% of the excess
return, up to $200 million.
The closing of the transactions contemplated by the Purchase Agreement is
subject to the satisfaction or waiver of customary closing conditions
(including, among others, Onex Healthcare obtaining financing pursuant to
the terms of its financing commitment letter; the parties securing required
antitrust and other governmental approvals and certain third-party
consents; and the absence of any material adverse change in the Business as
of the closing date). The closing is anticipated to occur during the first
half of 2007.
The Purchase Agreement provides that for a period of five years following
the closing in the United States and three years following the closing in
the rest of the world, Kodak and its subsidiaries will not compete in the
healthcare field as defined in the Purchase Agreement (subject to certain
exceptions) and Onex Healthcare and its subsidiaries will not compete with
Kodak's retained businesses.
Upon the closing of the transactions contemplated by the Purchase
Agreement, the parties will enter into certain ancillary agreements,
including, among others, supply agreements, service agreements, tolling
agreements, real estate leases and licenses, an intellectual property
agreement and a trademark license agreement.
The foregoing summary of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by the actual text of the
Purchase Agreement.
In addition, a copy of the January 10, 2007 press release related to the
transactions contemplated by the Purchase Agreement is attached hereto as
Exhibit (99.1).
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
(99.1) Press release issued by Eastman Kodak Company on January 10, 2007,
announcing the sale of its Health Group.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Diane E. Wilfong
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Name: Diane E. Wilfong
Title: Controller
Date: January 10, 2007
EXHIBIT INDEX
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on January 10, 2007,
announcing the sale of its Health Group.