Kodak Stock – EASTMAN KODAK CO : Unregistered Sale of Equity Securities, Change in Directors or Principal Officers (form 8-K)
Item 3.02 Unregistered Sales of
As previously disclosed, on
Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which
the Company agreed to sell to the Investor, and the Investor agreed to purchase
from the Company, an aggregate of 1,000,000 shares of the Company’s newly
created 5.0% Series C Convertible Preferred Stock, no par value per share (the
“Series C Preferred Stock”), for a purchase price of
shares were issued to the Investor on
of the remaining 250,000 shares of Series C Preferred Stock to the Investor were
subject to the expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The
Purchase Agreement was filed as Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed on
Act, the Company and the Investor closed the remaining portion of the
transactions contemplated by the Purchase Agreement, and the Company issued to
the Investor an aggregate of 250,000 shares of the Series C Preferred Stock for
a purchase price of
The offer and sale of the Series C Preferred Stock pursuant to the Purchase
Agreement are exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities
Act. The Investor has represented to the Company that it is an “accredited
investor” as defined in Rule 501 under the Securities Act and that the Series C
Preferred Stock is being acquired for investment purposes and not with a view to
or for sale in connection with any distribution thereof.
Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Change in Chief Accounting Officer
resignation from the Company effective
appointed by the Board of Directors to succeed
Controller and Chief Accounting Officer, effective
effective date of his appointment,
restricted stock units.
for bonus and equity awards, and will participate in other benefit plans, at
levels consistent with his seniority and scope of responsibilities.
Controller, a role he has held since 2011.
2004 as Controller for the
controller positions at the Company prior to becoming the Assistant Corporate
Controller, including Controller for the
Controller of Accounting Research and Corporate Development, and Assistant
Controller of Financial Reporting and Corporate Consolidations. Prior to joining
1995 to 2004.
he graduated in 1995 with a Bachelor of Science degree in Accounting. He is a
Certified Public Accountant in the
Appointment of New Director
the Company (the “Board”) effective
Co-Founder and a Managing Member of
(“KLIM”), an investment adviser, having served in that position since
of the KLIM Funds, investment funds.
where he focused on special situation and opportunistic investments, and he sat
and special situation funds. Before joining
of its Investment Research Team, from 2003 to 2006. Prior to joining DiMaio
Goldman Sachs, from 1999 to 2003.
and a Member of the
Training Holdings Inc.
member of the
the “KLIM Funds”) pursuant to the Credit Agreement among the Company, the KLIM
Funds, as lenders, and
loan Credit Agreement”), the Company agreed to appoint an individual designated
by KLIM as a Board member at or prior to the next annual meeting of shareholders
of the Company. KLIM will have the right to nominate one director at each
subsequent shareholder meeting until the earlier to occur of (i)
principal amount of the term loans and commitments under the Term loan Credit
Agreement. Until KLIM ceases to hold at least 50% of the original principal
amount of the term loans and commitments under the Term loan Credit Agreement,
at any time that KLIM’s designated director is not serving on the Board, KLIM
will have the right to designate a non-voting observer to the Board. The
descriptions in the Financing Form 8-K of the Term loan Credit Agreement and the
Board Rights Agreement, Securities Purchase Agreement, Securities Registration
Rights Agreement and Convertible Notes (as such terms are defined in the
Financing Form 8-K) are incorporated herein by reference.
Pursuant to the Board Rights Agreement,
retainer, equity compensation and other fees or compensation, including travel
and expense reimbursement, paid to the non-executive directors of the Company
for his service as a director. In accordance therewith, on
Richman was granted 2,446 restricted stock units as compensation for the period
as a representative of the KLIM Funds and their affiliates,
have a right to any economic interest in securities of the Company granted to
him by the Company in respect of his Board position and the KLIM Funds will be
entitled to receive such economic interests.
not certain and is not expected to be made until following the annual meeting of
the shareholders of the Company on
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