As filed with the Securities and Exchange Commission on September 28, 2005
Registration No. 333 -127065
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0393470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Riverfront Plaza
Corning, New York 14831
(607) 974-9000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
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William D. Eggers, Esq.
Senior Vice President and General Counsel
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
(607) 974-9000
(Name, address including zip code, and telephone number,
including area code of agent for service)
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Copies To:
Stephen T. Giove
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. [ ]
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. [X]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price Fee
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Common stock ($.50 par value), 10,000,000 shares $17.77 $177,700,000 $20,915(3)
including preferred share
purchase rights
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
includes such indeterminate number of shares as may be issued by reason of
any stock split, stock dividend, recapitalization on similar transaction
effected without the receipt of consideration which results in an increase
in the number of outstanding shares of the Registrant's common stock.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee based upon the average of the high and low sales prices of
the Registrant's common stock on the New York Stock Exchange on July 25,
2005.
(3) Registration fee of $20,915 was previously paid by registrant.
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PROSPECTUS Subject to Completion dated September 28, 2005
Corning Incorporated
Shares of Common Stock
($.50 par value)
This prospectus relates to the sale by and on behalf of Corning
Incorporated, from time to time, by the Corning Incorporated Retirement Master
Trust (the "Trust") created as a part of, and on behalf of, the Corning
Incorporated Pension Plan (the "Plan"), of shares of our common stock, par value
$.50 per share. We have been authorized by our Board of Directors to make
voluntary contributions of up to 10,000,000 shares of our common stock to the
Trust. The shares of our common stock will be issued and contributed, from time
to time, by us to the Trust to fund certain of our obligations to the Plan.
Our common stock is listed on the New York Stock Exchange under the symbol
"GLW." On September 27, 2005, the closing price of our common stock, as reported
on the New York Stock Exchange, was $18.52 per share.
The shares, when issued, may be sold, from time to time, in brokerage
transactions on the New York Stock Exchange, in privately negotiated
transactions, or otherwise. These sales may be for negotiated prices or on the
open market at prevailing market prices. We will not receive any portion of the
proceeds of the sale of the common stock offered by this prospectus and we will
bear all expenses incident to registration of the common stock. The Trust will
be responsible for expenses incurred in selling the common stock, which expenses
may include, among other things, underwriting discounts, brokerage fees and
commissions.
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Investing in our common stock involves risks. See the section entitled "Risk
Factors" beginning on page 8 to read about the risks you should consider before
buying our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is , 2005
Table of Contents
Page
Important Notice To Readers..................................................2
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Forward-Looking Statements...................................................3
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Prospectus Summary...........................................................5
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Risk Factors.................................................................8
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Use Of Proceeds.............................................................15
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Price Range Of Common Stock.................................................16
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Description Of Corning Capital Stock........................................17
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Plan Of Distribution........................................................19
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Legal Matters...............................................................21
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Experts ...................................................................21
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Where You Can Find More Information.........................................21
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IMPORTANT NOTICE TO READERS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or SEC, using a "shelf" registration
process. Under this shelf registration process, the Trust may, from time to
time, offer shares of our common stock owned by it. Each time the Trust offers
common stock under this prospectus, it will provide a copy of this prospectus
and, if applicable, a copy of a prospectus supplement. You should read both this
prospectus and, if applicable, any prospectus supplement together with the
information incorporated by reference in this prospectus. See "Where You Can
Find More Information" for more information.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The Trust is offering to sell, and seeking offers
to buy shares of our common stock only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock. In this prospectus, "Corning,"
"we," "us," and "our" refer to Corning Incorporated and its consolidated
subsidiaries, and the "Trust" refers to the Corning Incorporated Retirement
Master Trust.
Forward-Looking Statements
Statements included in this prospectus and in the documents we
incorporate by reference, which are not historical facts, are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and include, among other
things, estimates and assumptions related to economic, competitive and
legislative developments. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. Similarly,
statements that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements have been made
based upon management's expectations and beliefs concerning future developments
and their potential effect upon us. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be different from any future
results, performance and achievements expressed or implied by these statements.
In connection with forward-looking statements, which appear in these
disclosures, investors should carefully review the factors set forth in this
prospectus under "Risk Factors." Such risks and uncertainties include, but are
not limited to:
- global economic and political conditions;
- tariffs, import duties and currency fluctuations;
- product demand and industry capacity;
- competitive products and pricing;
- sufficiency of manufacturing capacity and efficiencies;
- availability and costs of critical components and materials;
- new product development and commercialization;
- order activity and demand from major customers;
- fluctuations in capital spending by customers;
- possible disruption in commercial activities due to terrorist activity,
armed conflict, political instability or major health concerns;
- facility expansions and new plant start-up costs;
- effect of regulatory and legal developments;
- capital resource and cash flow activities;
- ability to pace capital spending to anticipated levels of customer demand,
which may fluctuate;
- interest costs;
- credit rating and ability to obtain financing and capital on commercially
reasonable terms;
- adequacy and availability of insurance;
- financial risk management;
- capital spending;
- acquisition and divestiture activities;
- rate of technology change;
- level of excess or obsolete inventory;
- ability to enforce patents;
- adverse litigation;
- product and components performance issues;
- stock price fluctuations;
- rate of substitution by end-users purchasing LCDs for notebook computers,
desktop monitors and
televisions;
- downturn in demand for LCD glass substrates;
- customer ability, most notably in the Display Technologies segment, to
maintain profitable operations and obtain financing to fund their
manufacturing expansions;
- fluctuations in supply chain inventory levels;
- equity company activities, principally at Dow Corning Corporation and
Samsung Corning Co., Ltd.;
- movements in foreign exchange rates, primarily the Japanese yen, Euro and
Korean won; and
- other risks detailed in Corning's Securities and Exchange Commission
("SEC") filings.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
It is not complete and is qualified in its entirety by, and should be read in
conjunction with, the more detailed information (including "Risk Factors" and
financial information) appearing elsewhere in this prospectus, as well as in the
documents incorporated by reference in this prospectus.
Our Company
We trace our origins to a glass business established in 1851. The present
corporation was incorporated in the State of New York in December 1936, and our
name was changed from Corning Glass Works to Corning Incorporated on April 28,
1989.
We are a global, technology-based corporation that operates in four
reportable business segments:
o Display Technologies:
o Telecommunications;
o Environmental Technologies; and
o Life Sciences.
The Display Technologies segment manufactures glass substrates for active
matrix liquid crystal displays (LCD's) which are used primarily in notebook
computers, flat panel desktop monitors, and LCD televisions. The
Telecommunications segment produces optical fiber and cable, and hardware and
equipment products for the worldwide telecommunications industry. The
Environmental Technologies Segment include ceramic technologies and solutions
for emissions and pollution control in mobile and stationary applications around
the world, including gasoline and diesel substrate and filter products. The Life
Sciences Segment manufactures laboratory products including microplate products,
coated slides, filter plates for genomics sample preparation, plastic cell
culture dishes, flasks, cryogenic vials, roller bottles, mass cell culture
products, liquid handling instruments, Pyrex(R) glass beakers, pipettors,
serological pipettes, centrifuge tubes and laboratory filtration products.
Our principal office is located at One Riverfront Plaza, Corning, New York
14831. Our telephone number is (607) 974-9000. We maintain a Web site at
www.corning.com . Our Web site, and the information contained therein, is not a
part of this prospectus.
The Trust
The Trust is a part of, and was created to hold certain assets of the
Corning Incorporated Pension Plan, which we refer to as the Plan, in segregated
accounts. This prospectus covers the sale by and on behalf of Corning
Incorporated, from time to time, by the Trust of shares of our common stock. The
Plan and the Trust are intended to be tax-qualified within the meaning of
Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. The
Trust is funded by individual participant and Corning contributions, which are
held for the sole benefit of plan participants and beneficiaries and which pay
for proper expenses of plan administration.
JP Morgan Chase Bank, N.A., the Trustee, serves as trustee of the
segregated accounts in the Trust in accordance with a Trust Agreement dated as
of September 6, 1978 and a Master Trust Agreement
dated as of January 1, 1986, each as amended.
We have been authorized by our Board of Directors to make voluntary
contributions of up to 10,000,000 shares of our common stock to the Trust on or
before December 31, 2005. We will make contributions to the Trust from time to
time in amounts that are not greater than ten percent of the total assets held
by the Trust pursuant to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Our Board of Directors has directed that the Trustee promptly
sell the shares of our common stock upon contribution. The Trustee is
responsible for custody of the shares, and will be responsible for the
disposition of the shares of our common stock.
As of the date of this prospectus, the Trust beneficially owned 549,000
shares of our common stock. We cannot estimate the number of shares of our
common stock that the Trust will hold in the future.
The Trustee will receive customary compensation in its role as Trustee. It
is currently intended that JP Morgan Securities, Inc. will serve as broker in
effecting the sale of the shares of common stock for the Trust, for which JP
Morgan Securities, Inc. will receive customary compensation for serving as
broker. The Trustee serves, and may in the future serve, as trustee for debt
securities issued or to be issued under our Indentures. The Trustee has provided
commercial banking and other services for us and our related companies in the
past and may do so in the future.
The Offering
Issuer........................ Corning Incorporated
The Trust.................... Corning Incorporated Retirement Master Trust
Shares of common stock........ shares
Use of proceeds ............ We will not receive any proceeds from the sale
of shares of common stock by the Trust. The
Trust will receive all of the net proceeds from
the sale of shares of our common stock offered
by this prospectus. See "Use of Proceeds."
Listing ...................... Our shares of common stock are listed on the New
York Stock Exchange, under the symbol "GLW".
Risk factors ................ See "Risk Factors" on page 8 of this prospectus
for a discussion of factors you should carefully
consider before deciding to invest in our common
stock.
RISK FACTORS
Set forth below are some of the principal risks and uncertainties that
could cause our actual business results to differ materially from any
forward-looking statements or other projections contained in this prospectus. In
addition, future results could be materially affected by general industry and
market conditions, changes in laws or accounting rules, general U.S. and
non-U.S. economic and political conditions, including a global economic
slowdown, fluctuation of interest rates or currency exchange rates, terrorism,
political unrest or international conflicts, political instability or major
health concerns, natural disasters or other disruptions of expected economic and
business conditions. These risk factors should be considered in addition to our
cautionary comments concerning forward-looking statements in this prospectus,
including statements related to markets for our products and trends in our
business that involve a number of risks and uncertainties. Our separate
statement labeled Forward-Looking Statements should be considered in addition to
the statements below.
Our sales could be negatively impacted if one or more of our key customers
substantially reduce orders for our products
Our customer base is relatively concentrated with 10 or fewer significant
customers accounting for a high percentage (greater than 50%) of net sales in
most of our businesses. However, no individual customer accounts for more than
10% of consolidated sales.
Our Display Technologies, Telecommunications, Environmental Technologies,
and Life Sciences segments have concentrated customer bases. If we lose a
significant customer in any of these businesses, or if one or more significant
customers reduce orders, our sales could be negatively impacted. Corning's
Display Technologies segment manufactures and sells glass substrates to a
concentrated customer base comprised of LCD panel makers primarily located in
Japan and Taiwan. The most significant customers in these markets are AU
Optronics Corp., Chi Mei Optoelectronics Corp., Hannstar Display Corp., Quanta
Display Inc., Sharp Corporation, and Toppan CFI (Taiwan) Co., Ltd. For the six
months ended June 30, 2005, these LCD customers accounted for 74% of the Display
Technologies segment sales. In addition, Samsung Corning Precision's sales were
also concentrated, with three LCD panel makers in Korea (Samsung Electronics
Co., Ltd., LG Philips LCD Co., and BOE Hydis Technology Co., Ltd.) accounting
for 87% of sales for the six months ended June 30, 2005.
Although the sale of LCD glass substrates has increased from quarter to
quarter in 2005, there can be no assurance that this positive trend will
continue. Our customers are LCD panel makers, and as they switch to larger size
glass, the pace of their orders may be uneven while they adjust their
manufacturing processes and facilities. Additionally, consumer preferences for
panels of differing sizes, or price or other factors, may lead to pauses in
market growth from time to time. There is further risk that our customers may
not be able to maintain profitable operations or access sufficient capital to
fund ongoing expansions, which may limit their pace of orders to us.
Our Telecommunications segment customers' purchases of our products are
affected by their capital expansion plans, general market and economic
uncertainty and regulatory changes, including broadband policy. For the six
months ended June 30, 2005, one customer accounted for 17% of our
Telecommunications segment sales, and 10 customers accounted for 53% of total
segment sales. Sales in the Telecommunications segment continue to be impacted
by Verizon's fiber-to-the-premises project.
Fiber-to-the-premises sales to Verizon are dependent on Verizon's planned
targets for homes passed and connected. Changes in Verizon's deployment plan, or
additional reductions in their inventory levels of fiber-to-the-premises
products, could adversely affect future sales.
In the Environmental Technologies segment, sales of our ceramic substrate
and filter products for automotive and diesel emissions and pollution control
fluctuate with production and sales of automobiles and other vehicles, as well
as changes in governmental laws and regulations for air quality and emission
controls. Sales in our Environmental Technologies segment are primarily to four
manufacturers of emission control systems who then sell to automotive and diesel
engine manufacturers. A portion of our automotive products are sold to U.S.
engine manufacturers, and as a result, our future sales could be adversely
impacted by slowdowns in automotive production by these manufacturers.
Sales in our Life Sciences segment in 2004 were primarily through two large
distributors to government entities, pharmaceutical and biotechnology companies,
hospitals, universities and other research facilities. One of Life Sciences
primary distributors changed its business strategy, and Corning notified this
distributor that it would not renew its existing distribution agreement, which
expired in April 2005. We are actively working to transition the sales through
this distributor to our remaining primary distributor and other existing and
developing channels. However, this change will likely adversely impact sales
volumes in the short term. For the full year, sales may be adversely impacted by
approximately 10% as a result of this change in our distribution channel. For
the six months ended June 30, 2005, our remaining primary distributor accounted
for 41% of total segment sales.
If we do not successfully adjust our manufacturing volumes and fixed cost
structure, or achieve manufacturing yields or sufficient product reliability,
our operating results could suffer, and we may not achieve profitability levels
anticipated
We are investing heavily in additional manufacturing capacity of certain
businesses, including forecasted 2005 capital spending of $1.1 billion to $1.2
billion to expand our liquid crystal display glass facilities in response to
anticipated increases in customer demand and approximately $150 million in
anticipation of the emerging market for diesel emission control systems. The
speed of constructing the new facilities presents challenges. We may face
technical and process issues in moving to commercial production capacity. There
can be no assurance that Corning will be able to pace its capacity expansion to
the actual demand. While the LCD industry has grown rapidly, it is possible that
glass manufacturing capacity may exceed customer demand during certain periods.
The manufacturing of our products involves highly complex and precise
processes, requiring production in highly controlled and clean environments.
Changes in our manufacturing processes or those of our suppliers could
significantly reduce our manufacturing yields and product reliability. In some
cases, existing manufacturing may be insufficient to achieve the volume or
requirements of our customers. We will need to develop new manufacturing
processes and techniques to achieve targeted volume, pricing and cost levels
that will permit profitable operations. While we continue to fund projects to
improve our manufacturing techniques and processes, we may not achieve
satisfactory cost levels in our manufacturing activities that will fully satisfy
our yield and margin targets.
Our future operating results depend on our ability to purchase a sufficient
amount of materials, parts and components to meet the demands of our customers.
Our ability to meet customer demands depends, in part, on our ability to
obtain timely and adequate delivery of materials, parts and components from our
suppliers and our internal manufacturing capacity. We may experience shortages
that could adversely affect our operations. Although we work closely with our
suppliers to avoid these types of shortages, there can be no assurances that we
will not encounter these problems in the future. Furthermore, certain of our
components are available only from a single source or limited sources. We may
not be able to find alternate sources in a timely manner. A reduction or
interruption in supplies, or a significant increase in the price of supplies
could have a material adverse effect on our businesses.
We have incurred, and may in the future incur, restructuring and other charges,
the amounts of which are difficult to predict accurately
We have recorded several charges for restructuring, impairment of assets,
and the write-off of cost and equity based investments. It is possible we may
record additional charges for restructuring or other asset impairments if
additional actions become necessary to align costs to a reduced level of demand,
or respond to increased competition, regulatory actions, or other factors
impacting our businesses.
If the markets for our products do not develop and expand as we anticipate,
demand for our products may decline, which would negatively impact our results
of operations and financial performance
The markets for our products are characterized by rapidly changing
technologies, evolving industry government standards and frequent new product
introductions. Our success is expected to depend, in substantial part, on the
timely and successful introduction of new products, upgrades of current products
to comply with emerging industry government standards, our ability to acquire
technologies needed to remain competitive and our ability to address competing
technologies and products. In addition, the following factors related to our
products and the markets for them, if not achieved, could have an adverse impact
on our results of operations and financial performance:
o our ability to introduce leading products such as glass substrates for
liquid crystal displays, optical fiber and cable and hardware and
equipment, and environmental substrate products that can command
competitive prices in the marketplace;
o our ability to maintain or achieve a favorable sales mix of large
generation sizes of liquid crystal display glass;
o our ability to continue to develop new product lines to address our
customers' diverse needs within the several market segments that we
participate in, which requires a high level of innovation, as well as the
accurate anticipation of technological and market trends;
o our ability to develop new products in response to favorable government
regulations and laws driving customer demand, particularly environmental
substrate diesel filter products in the Environmental Technologies segment
and Telecommunications segment products associated with
fiber-to-the-premises;
o continued strong demand for notebook computers;
o the rate of substitution by end-users purchasing LCD monitors to replace
cathode ray tube monitors;
o the rate of growth in purchases of LCD televisions to replace other
technologies;
o fluctuations in inventory levels in the supply chain of LCD-based consumer
electronics and fiber-to-the-premises products;
o the ability to reallocate LCD glass to other customers in response to
canceled orders; or
o the rate of growth of the fiber-to-the-premises build-out in North America.
We face pricing pressures in each of our leading businesses that could adversely
affect our results of operations and financial performance
We periodically face pricing pressures in each of our leading businesses as
a result of intense competition, emerging new technologies, or over-capacity.
While we will work toward reducing our costs to respond to the pricing pressures
that may continue, we may not be able to achieve proportionate reductions in
costs. As a result of overcapacity and the current economic and industry
downturn in the Telecommunications segment, pricing pressures continued in 2005,
particularly in our optical fiber and cable products. We anticipate pricing
pressures will continue into 2006 and beyond. Increased pricing pressure may
develop in our Display Technologies segment as our customers strive to reduce
their costs and our competitors strive to expand production.
We have incurred, and may in the future incur, goodwill and other intangible
asset impairment charges
At June 30, 2005, Corning had goodwill of $277 million and other intangible
assets of $106 million. While we believe the estimates and judgments about
future cash flows used in the goodwill impairment tests are reasonable, we
cannot provide assurance that future impairment charges will not be required if
the expected cash flow estimates as projected by management do not occur or
change based on market conditions.
We may be limited in our ability to obtain additional capital on commercially
reasonable terms
Although we believe existing cash, short-term investments and borrowing
capacity, collectively, provide adequate resources to fund ongoing operating
requirements, we may be required to seek additional financing to compete
effectively in our markets. Our public debt ratings affect our ability to raise
capital and the cost of such capital. Our ratings as of September 27, 2005 were
BBB- from both Fitch, Inc. and Standard & Poor's, a division of the McGraw-Hill
Companies, Inc. and Baa3 from Moody's Investors Service, a subsidiary of Moody's
Corporation. Any downgrades may increase our borrowing costs and affect our
ability to access the debt capital markets.
We are subject under our revolving credit facility to financial covenants
that require us to maintain a ratio of total debt to capital and interest
coverage ratio, as defined under the revolving credit facility. These covenants
may limit our ability to borrow funds. Future losses or significant charges
could materially affect these ratios, which may reduce the amounts we are able
to borrow under our revolving credit facility.
If our products or materials purchased from our suppliers experience performance
issues, our business will suffer
Our business depends on the production of excellent products of
consistently high quality. To
this end, our products, including materials purchased from our suppliers, are
tested for quality both by us and our customers. Nevertheless, our products are
highly complex, and our customers' testing procedures are limited to evaluating
our products under likely and foreseeable failure scenarios. For various reasons
(including, among others, the occurrence of performance problems unforeseeable
in testing), our products and materials purchased from our suppliers may fail to
perform as expected. Performance issues could result from faulty design or
problems in manufacturing or testing. We have experienced such performance
issues in the past and remain exposed to such performance issues. In some cases,
product redesigns or additional capital equipment may be required to correct a
defect. In addition, any significant or systemic product failure could result in
customer relations problems and harm the future sales of our products.
We face intense competition in most of our businesses
We expect that we will face additional competition from existing
competitors, low cost manufacturers and new entrants. Because some of the
markets in which we compete have been historically characterized by rapid growth
and are characterized by rapid technology changes, smaller niche and start-up
companies, or companies with lower operating costs may become our principal
competitors in the future. We must invest in research and development, expand
our engineering, manufacturing and marketing capabilities, and continue to
improve customer service and support in order to remain competitive. We cannot
provide assurance that we will be able to maintain or improve our competitive
position.
We may experience difficulties in enforcing our intellectual property rights and
we may be subject to claims of infringement of the intellectual property rights
of others
We may encounter difficulties in protecting our intellectual property
rights or obtaining rights to additional intellectual property necessary to
permit us to continue or expand our businesses. We cannot assure you that the
patents that we hold or may obtain will provide meaningful protection against
our competitors or competitive technologies. Litigation may be necessary to
enforce our intellectual property rights, to protect our trade secrets and to
determine the validity and scope of our proprietary rights. Litigation is
inherently uncertain and the outcome is often unpredictable. Other companies
hold patents on technologies used in our industries and are aggressively seeking
to expand, enforce and license their patent portfolios.
The intellectual property rights of others could inhibit our ability to
introduce new products. We are, and may in the future be, subject to claims of
intellectual property infringement or misappropriation that may result in loss
of revenue or require us to incur substantial costs. We cannot assure you as to
the outcome of such claims.
Current or future litigation may harm our financial condition or results of
operations
Pending, threatened or future litigation is subject to inherent
uncertainties. Our financial condition or results of operations may be adversely
affected by unfavorable outcomes, expenses and costs exceeding amounts estimated
or insured. In particular, we have been named as a defendant in numerous
lawsuits against PCC and several other defendants involving claims alleging
personal injury from exposure to asbestos. As described in Legal Proceedings,
our negotiations with the representatives of asbestos claimants have produced a
tentative settlement, but certain cases may still be litigated and the
final approval of the tentative settlement is subject to a number of
uncertainties. Final approval of a global settlement through the PCC bankruptcy
process may impact the results of operations for the period in which such costs,
if any, are recognized. Total charges of $567 million have been incurred through
June 30, 2005; however, additional charges are possible due to the potential
fluctuation in the price of our common stock, other adjustments in the proposed
settlement, and other litigation factors.
We face risks related to our international operations and sales
We have customers and significant operations, including manufacturing and
sales, located outside the U.S. We have large manufacturing operations for
liquid crystal display glass substrates in the Asia-Pacific region, including
equity investments in companies operating in South Korea that make liquid
crystal display glass and in China that make telecommunications products, and
several significant customers are located in this region. As a result of these
and other international operations, we face a number of risks, including:
o geographical concentration of our factories and operations;
o major health concerns such as Severe Acute Respiratory Syndrome (SARS);
o difficulty of effectively managing our diverse global operations;
o change in regulatory requirements;
o tariffs, duties and other trade barriers including anti-dumping duties;
o undeveloped legal systems; and
o political and economic instability in foreign markets.
Any of these items could cause our sales and/or profitability to be
significantly reduced.
We face risks through our equity method investments in companies that we do not
control
Corning's net income includes significant equity in earnings of associated
companies. For the six months ended June 30, 2005, we have recognized $338
million of equity earnings, of which $310 million came from our two largest
investments; Dow Corning Corporation (which makes silicone products) and Samsung
Corning Precision Glass Co., Ltd. (which makes liquid crystal display glass).
Samsung Corning Precision is located in the Asia-Pacific region and, as such, is
subject to those geographic risks referred to above. With 50% or lower
ownership, we do not control such equity companies nor their management and
operations. Performance of our equity investments may not continue at the same
levels in the future. During 2003, we recognized charges associated with Samsung
Corning Co., Ltd. (our 50% equity method investment that makes glass panels and
funnels for conventional televisions), which recorded significant fixed asset
impairment charges. As the conventional television market will be negatively
impacted by strong growth in the LCD glass market, it is reasonably possible
that Samsung Corning Co., Ltd. may incur additional restructuring or impairment
charges or net operating losses in the future.
We face risks due to foreign currency fluctuations
Because we have significant customers and operations outside the U.S.,
fluctuations in foreign currencies, especially the Japanese yen and Euro, affect
our sales and profit levels. Foreign exchange rates may make our products less
competitive in countries where local currencies decline in value relative to the
dollar. Sales in our Display Technologies segment are denominated in Japanese
yen. For the six months ended June 30, 2005, the Display Technologies segment
represented 34% of Corning's sales.
Based on the expected sales growth of the Display Technologies segment, our
exposure to currency fluctuations is increasing. Although we hedge significant
transaction risk, we do not currently hedge translation risk.
If the financial condition of our customers declines, our credit risks could
increase
We have experienced, and in the future may experience, losses as a result
of our inability to collect our accounts receivable, as well as the loss of such
customer's ongoing business. If our customers fail to meet their payment
obligations to us, including deposits due under long-term purchase and supply
agreements in our Display Technologies segment, we could experience reduced cash
flows and losses in excess of amounts reserved. As of June 30, 2005, reserves
for trade receivables totaled approximately $27 million.
We may not have adequate insurance coverage for claims against us
We face the risk of loss resulting from, and adverse publicity associated
with, product liability, securities, fiduciary liability, intellectual property,
antitrust, contractual, warranty, fraud and other lawsuits, whether or not such
claims are valid. In addition, our product liability, fiduciary, directors and
officers, property and comprehensive general liability insurance may not be
adequate to cover such claims or may not be available to the extent we expect.
Our insurance costs have increased and may increase further. We may not be able
to get adequate insurance coverage in the future at acceptable costs. A
successful claim that exceeds or is not covered by our policies could require us
to pay substantial sums. Some of the carriers in our excess insurance programs
are in liquidation and may not be able to respond if we should have claims
reaching into excess layers. The financial health of other insurers may
deteriorate and these insurers may not be able to respond if we should have
claims reaching into excess layers. In addition, we may not be able to insure
against certain risks or obtain some types of insurance, such as terrorism or
war insurance.
We cannot assure you that our stock price will not decline
The market price of our common stock may fluctuate in response to a number
of factors, some of which are beyond our control. The price of our common stock
may be impacted by, among other things, our operational performance, the
expectations of the market and our ability to meet those expectations, industry
and general market conditions. As a result of these or other market conditions
or changes, there can be no assurance that the price of our common stock will
not decline in the future.
Future sales of our common stock could lower the price of our common stock
After this offering, we will have 1,528,461,774 shares of common stock
outstanding, assuming no exercise of outstanding options. The shares being
offered in this offering will be freely tradable under federal and state
securities laws, to the extent that they are not purchased by our affiliates. In
the future, we may issue additional shares to our employees, directors or
consultants, or in connection with corporate alliances or acquisitions, or in
follow-on offerings to raise additional capital. As such, the issuance of a
substantial number of shares of our common stock in the public market could
occur at any time. The issuance of additional shares could reduce the market
price of our common stock.
USE OF PROCEEDS
The proceeds from the sale of the shares being offered are for the account
of the Trust. Corning will not receive any portion of the proceeds of the sale
of the common stock offered by this prospectus and Corning will bear all
expenses incident to registration of the common stock. The Trust will be
responsible for expenses incurred in selling the common stock, which expenses
may include, among other things, underwriting discounts, brokerage fees and
commissions.
PRICE RANGE OF COMMON STOCK
Our common stock is listed on the New York Stock Exchange under the symbol
"GLW". The table below sets forth, for the periods indicated, the intra-day high
and low sales prices for our common stock as reported on the NYSE Composite Tape
and dividends declared on our common stock.
Cash
Dividends
High Low Declared Per
Price Range Share
----------- -----
2002
First Quarter........................................ $11.15 $6.14 $-
Second Quarter....................................... 7.95 2.80 -
Third Quarter........................................ 4.50 1.36 -
Fourth Quarter....................................... 5.00 1.10 -
2003
First Quarter........................................ 6.40 3.34 -
Second Quarter....................................... 8.49 5.27 -
Third Quarter........................................ 10.06 7.15 -
Fourth Quarter....................................... 12.34 9.23 -
2004
First Quarter........................................ 13.89 10.00 -
Second Quarter....................................... 13.19 10.08 -
Third Quarter........................................ 13.03 9.29 -
Fourth Quarter....................................... 12.96 10.16 -
2005
First Quarter........................................ 12.40 10.61 -
Second Quarter....................................... 17.08 10.97 -
Third Quarter (through September 27, 2005) ......... 21.95 16.03 -
The last reported sale price of our common stock on the New York Stock
Exchange on September 27, 2005 was $18.52.
DESCRIPTION OF CORNING CAPITAL STOCK
Authorized Capital Stock
Corning's authorized capital stock consists of 3,800,000,000 shares of
common stock, $.50 par value, and 10,000,000 shares of preferred stock, $100 par
value.
Common Stock
As of September 23, 2005, there were 1,518,461,774 outstanding shares of
Corning common stock held by approximately 26,900 holders of record. The holders
of Corning common stock are entitled to one vote for each share on all matters
submitted to a vote of shareholders and do not have cumulative voting rights.
Corning's board of directors is classified into three classes of approximately
equal size, one of which is elected each year. Accordingly, holders of a
majority of the Corning common stock entitled to vote in any election of
directors may elect all of the directors standing for election. The holders of
Corning common stock are entitled to share ratably in all assets of Corning
which are legally available for distribution, after payment of all debts and
other liabilities and subject to the prior rights of any holders of Corning
preferred stock then outstanding. Effective July 9, 2001, Corning's board of
directors determined that no future dividends will be paid. The holders of
Corning common stock have no preemptive, subscription, redemption or conversion
rights. The outstanding shares of Corning common stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of Corning
common stock are subject to the rights of the holders of shares of any series of
Corning preferred stock which Corning may issue in the future.
Preferred Stock
Corning has designated 2,400,000 shares of its preferred stock as Series A
junior participating preferred stock and 5,750,000 shares as Series C mandatory
convertible preferred stock. All remaining 613,805 outstanding shares of Corning
Series C mandatory convertible preferred stock converted into 31,189,273 shares
of Corning common stock on August 16, 2005. Therefore, no Corning preferred
stock is currently outstanding. Series A preferred stock is reserved for
issuance upon exercise of the rights distributed to the holders of Corning
common stock pursuant to the Corning Rights Agreement referred to below.
Corning's board of directors has the authority, without further shareholder
approval, to create other series of preferred stock, to issue shares of
preferred stock in such series up to the maximum number of shares of the
relevant class of preferred stock authorized, and to fix the dividend rights and
terms, conversion rights and terms, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences and
limitations applicable to each such series of Corning preferred stock. The
purpose of authorizing Corning's board of directors to determine such rights and
preferences is to eliminate delays associated with a shareholder vote on
specific issuances. The issuance of Corning preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of
holders of Corning common stock and, under certain circumstances, make it more
difficult for a third party to gain control of Corning.
Rights Agreement
Corning has adopted a Rights Agreement, dated as of June 5, 1996, which
provides for the issuance of one right to the holder of each share of Corning
common stock. Ten days after any person or group acquires or announces its
intention to acquire 20% or more of the outstanding Corning common stock, each
Corning right will entitle the holder, other than the acquiring person or group,
to purchase one one-hundredth of a share of Series A preferred stock, at an
exercise price of $41.67 subject to certain antidilution adjustments.
If a person or group announces its intention to acquire 20% or more of the
outstanding Corning common stock or if Corning is acquired in a merger or other
business combination or sells 50% or more of its assets or earning power, each
Corning right, other than a Corning right beneficially owned by the acquiring
person or group, which will be void, will entitle the holder to purchase, at the
exercise price, common stock of the acquiring person or group having a current
market value of two times the exercise price of the right. Prior to a person or
group acquiring 50% or more of the outstanding Corning common stock, Corning's
board of directors may also elect to issue a share of Corning common stock in
exchange for each Corning right, other than Corning rights held by the acquiring
person or group.
The Corning rights expire on July 15, 2006, unless this expiration date is
extended or the Corning rights are exchanged or redeemed by Corning before such
date. Prior to an announcement by a person or group of its intent to acquire 20%
or more of the outstanding Corning common stock, Corning may redeem the Corning
rights in whole, but not in part, for $.01 per Corning right, or it may amend
the Corning Rights Agreement in any way without the consent of the holders of
the Corning rights.
Transfer Agent and Register
The transfer agent and registrar for the Corning common stock is
Computershare Investor Services LLC in Chicago, Illinois.
PLAN OF DISTRIBUTION
We have been authorized by our Board of Directors to make voluntary
contributions of up to 10,000,000 shares of our common stock to the Trust on or
before December 31, 2005. Our Board of Directors has directed that the Trustee
promptly sell the shares of common stock upon contribution. The Trust is an
underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). The Trust may offer the shares from time to time, depending
on market conditions and other factors, in one or more transactions on the New
York Stock Exchange or any other national securities exchange or automated
interdealer quotation system on which shares of our common stock are then
listed, through negotiated transactions or otherwise. The shares will be sold at
prices and on terms then prevailing, at prices related to the then-current
market price or at negotiated prices. The shares may be offered in any manner
permitted by law, including through underwriters, brokers, dealers or agents,
and directly to one or more purchasers. Sales of the shares may involve:
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
o block transactions in which the broker or dealer engaged will attempt
to sell shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker
or dealer for its account; or
o sales to underwriters who will acquire shares for their own account
and resell them in one or more transactions at fixed prices or at
varying prices determined at the time of sale.
The Trust and/or purchasers of the shares may pay brokers and dealers for
selling shares. These payments may be in the form of underwriting discounts,
concessions or commissions. Any broker dealer who sells or assists the Trust in
selling the shares may be deemed an underwriter within the meaning of the
Securities Act. If they are deemed to be underwriters, any brokerage commissions
or discounts may be deemed to be underwriting discounts and commissions under
the Securities Act. We will file, as necessary, a prospectus supplement when the
Trust notifies us that it has entered into an arrangement with an underwriter,
broker or dealer for the sale of shares. The prospectus supplement will disclose
certain material information, including: o the number of shares being offered;
o the terms of the offering;
o any discounts, commissions or other compensation paid to underwriters,
brokers or dealers;
o the public offering price;
o any discounts, commissions or concessions allowed or reallowed or paid
by any underwriters to dealers; and
o other material terms of the offering.
In order to comply with securities laws of certain jurisdictions, if
applicable, the shares may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions, the shares may not be sold unless the shares have been registered
or qualified for sale in these jurisdictions, or an exemption from registration
or qualification is available and complied with. The Trust and any other persons
participating in the sales of the shares pursuant to this prospectus may be
subject to applicable provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rules and regulations under the Exchange
Act.
Rather than selling shares under the prospectus, the Trust may also sell
shares in reliance upon Rule 144 of the Securities Act, provided it meets the
criteria and conforms to the requirements of Rule 144.
We will not receive any of the proceeds from the sale of the shares by the
Trust. We will bear the costs of registering the shares under the Securities
Act, including the registration fee under the Securities Act, accounting fees,
printing fees, fees and disbursements of our counsel, and certain fees and
disbursements of counsel to the Trustee. The Trust will be responsible for
underwriting discounts, brokerage fees and commissions, if any, incurred in
connection with the sale of shares.
We have agreed to indemnify the Trust against certain liabilities,
including liabilities under the Securities Act , or to contribute to payments
the Trust may be required to make in respect of those liabilities.
We have agreed to maintain the effectiveness of the registration statement
of which this prospectus is a part until the earlier of (a) the date on which
all of the shares registered under the registration statement of which this
prospectus is a part are sold and (b) the one year anniversary of the date of
the contribution to the Trust.
The pension plan is a "pension plan" as defined in ERISA. Prohibited
transactions under Title I of ERISA and Section 4975 of the Code, could arise
if, absent an available exemption, a person or entity which is a "party in
interest," as defined under ERISA, or a "disqualified person," as defined under
the Code, were to purchase any of the shares being offered by the Trust. Any
such potential purchaser should consult with counsel to determine whether an
exemption is available with respect to any such purchase.
LEGAL MATTERS
The validity of the shares of our common stock is being passed on for us by
William D. Eggers, Esq., Senior Vice President and General Counsel of Corning
Incorporated. Mr. Eggers owns substantially less than 1% of the outstanding
shares of our common stock.
EXPERTS
The financial statements 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 our Annual Report on Form 10-K for the year ended
December 31, 2004 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.
WHERE YOU CAN FIND MORE INFORMATION
Corning is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission. The reports,
proxy statements and other information filed by Corning with the Commission can
be viewed electronically through the Commission's Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system. The Commission maintains a World Wide Web
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Copies can be inspected and copied at the public reference
facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C.
20549. Information regarding the Public Reference Room may be obtained by
calling the Commission at (800) 732-0330. Corning common stock is listed on the
New York Stock Exchange. Reports and other information concerning Corning may
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
Corning has filed with the Commission a registration statement on Form S-3
under the Securities Act with respect to the shares of Corning common stock
issued in connection with its proposed contribution of shares of common stock to
the Trust for the benefit of the Plan. This prospectus does not contain all the
information set forth in the registration statement, selected portions of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Corning and the Corning common stock,
reference is made to the registration statement (including its exhibits).
The Commission allows us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the Commission.
Statements contained in this prospectus or in any document incorporated by
reference in this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document, if
any, filed as an exhibit to the registration statement or such other document,
each such statement being qualified in all respects by such reference. The
information incorporated by reference is deemed to be part of this prospectus.
This prospectus incorporates by reference the documents set forth below that
Corning has previously filed with the Commission. These documents contain
important information about Corning and its finances.
Corning Filings (File No. 1-03247) Period
---------------------------------- ------
Annual Report on Form 10-K...............................Year ended December 31, 2004
Filed February 22, 2005
Quarterly Reports on Form 10-Q ..........................Quarter ended March 31, 2005
Filed April 26, 2005
Quarter ended June 30, 2005
Filed July 29, 2005
Registration Statement on Form 8-A.......................Filed July 11, 1996
Current Reports on Form 8-K..............................Filed January 26, 2005
Filed February 8, 2005
Filed March 1, 2005
Filed March 17, 2005
Filed May 2, 2005
Filed May 2, 2005
Filed June 21, 2005
Filed July 21,2005
Filed September 20, 2005
Filed September 21, 2005
Current Report on form 8-K/A ............................Filed May 2, 2005
All documents and reports subsequently filed by Corning pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this prospectus and
to be a part hereof from the date of filing of such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
This prospectus incorporates important business and financial information
about Corning that is not included in or delivered with this prospectus.
Documents incorporated by reference which are not presented herein or delivered
herewith (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference) are available to any person, including
any beneficial owner, to whom this prospectus is delivered, on written or oral
request, without charge to: Corning Incorporated, One Riverfront Plaza, Corning,
New York 14831 (telephone number (607) 974-9000), Attention: Corporate
Secretary.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable by Corning Incorporated
(the "Company") in connection with the issuance and distribution of the
securities, other than underwriting discounts and commissions. The Company will
bear all of such expenses. All the amounts shown are estimates, except the
registration fee.
Registration Fee .............................................. $ 20,915
Legal Fees..................................................... $ 50,000
Fees and expenses of accountants............................... $ 70,000
Printing Fees.................................................. $ 25,000
Miscellaneous.................................................. $ 10,000
--------
Total.......................................................... $175,915
Item 15. Indemnification of Directors and Officers.
Sections 722 and 723 of the Business Corporation Law of the State of New
York ("BCL") provide that a corporation may indemnify its current and former
directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company shall indemnify each director and
officer against all costs and expenses actually and reasonably incurred by him
in connection with the defense of any claim, action, suit or proceeding against
him by reason of his being or having been a director or officer of the Company
to the full extent permitted by, and consistent with, the BCL.
Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for the breach of
any duty, except for a breach involving intentional misconduct, bad faith, a
knowing violation of law or receipt of an improper personal benefit or for
certain illegal dividends, loans or stock repurchases. Paragraph 7 of the
Company's Restated Certificate of Incorporation contains such a provision.
For the undertaking in relation to indemnification, please see Item 17
below.
Item 16. Exhibits.
Exhibit
Number Description
------ -----------
3.1 Restated Certificate of Incorporation of the Company, dated December 6,
2000 (incorporated by reference to Exhibit 3(i) of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000).
3.2 Certificate of Amendment to Restated Certificate of Incorporation dated
August 5, 2002 (Incorporated by reference to Exhibit 99.1 to the Company's
form 8-K filed on August 7, 2002)
3.3 By-laws of the Company effective December 6, 2000 (incorporated by
reference to Exhibit 3(ii) of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000).
3.4 Amendment to Article III, Section 9, of Bylaws of Corning effective as of
February 5, 2003 (Incorporated by reference to Exhibit 3(ii)2 if Corning's
Annual Report on Form 10-K for the year ended December 31, 2003)
4.1 Form of Common Stock Certificate of the Company (incorporated by reference
to Exhibit 4 of the Company's Registration Statement on Form S-4 filed with
the Commission on June 17, 1992 (Registration Statement No. 33-48488)).
4.2 Rights Agreement, dated as of June 5, 1996, between the Company and Harris
Trust and Savings Bank, as rights agent (incorporated by reference to
Exhibit 1 of the Company's Current Report on Form 8-K dated July 10, 1996).
4.3 Form of Preferred Share Purchase Right of the Company (included in Exhibit
4.2).
5.1 Opinion of William D. Eggers, Esq. as to the legality of shares
registered.*
23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.*
24.1 Powers of Attorney.**
-----------------------------
* Filed herewith
** Previously filed.
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, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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
this registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment
thereby is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(3) to remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of a
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 such Act and is, therefore, unenforceable. In the event a
claim against the registrant for indemnification against such liabilities
(other than the payment by a registrant of expenses incurred or paid by a
director, officer or controlling person of such 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 herein, 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 such Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Corning Incorporated, a New York corporation, certifies that it has reasonable
grounds to believe it meets all 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 Corning, State of New
York, on the 28th day of September, 2005.
CORNING INCORPORATED
(Registrant)
By: /s/ William D. Eggers
----------------------------
William D. Eggers
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on September 28, 2005 by the
following persons in the capacities indicated:
Name and Signature Title
------------------ -----
/s/ Wendell P. Weeks President and Chief Executive Officer
----------------------------- (Principal Executive Officer)
(Wendell P. Weeks)
/s/ James B. Flaws Chief Financial Officer
----------------------------- and Vice Chairman
(James B. Flaws) (Principal Financial Officer)
/s/ Katherine A. Asbeck Senior Vice President and Controller
----------------------------- (Principal Accounting Officer)
(Katherine A. Asbeck)
* Chairman of the Board
-----------------------------
(James R. Houghton)
* Director
-----------------------------
(John Seely Brown)
* Director
-----------------------------
(Gordon Gund)
* Director
-----------------------------
(John M. Hennessy)
Name and Signature Title
------------------ -----
* Director
-----------------------------
(Jeremy R. Knowles)
* Director
-----------------------------
(James J. O'Connor)
* Director
-----------------------------
(Deborah D. Rieman)
* Director
-----------------------------
(H. Onno Ruding)
* Director
-----------------------------
(Eugene C. Sit)
* Director
-----------------------------
(William D. Smithburg)
* Director
-----------------------------
(Hansel E. Tookes II)
* Director
-----------------------------
(Peter F. Volanakis)
Director
-----------------------------
(Padmasree Warrior)
*By: /s/ William D. Eggers
------------------------
(William D. Eggers)
(Attorney-in-fact)
Exhibit Index
Exhibit
Number Description
------- -----------
3.1 Restated Certificate of Incorporation of the Company, dated December 6,
2000 (incorporated by reference to Exhibit 3(i) of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000).
3.2 Certificate of Amendment to Restated Certificate of Incorporation dated
August 5, 2002 (Incorporated by reference to Exhibit 99.1 to the Company's
form 8-K filed on August 7, 2002)
3.3 By-laws of the Company effective December 6, 2000 (incorporated by
reference to Exhibit 3(ii) of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000).
3.4 Amendment to Article III, Section 9, of Bylaws of Corning effective as of
February 5, 2003 (Incorporated by reference to Exhibit 3(ii)2 if Corning's
Annual Report on Form 10-K for the year ended December 31, 2003)
4.1 Form of Common Stock Certificate of the Company (incorporated by reference
to Exhibit 4 of the Company's Registration Statement on Form S-4 filed with
the Commission on June 17, 1992 (Registration Statement No. 33-48488)).
4.2 Rights Agreement, dated as of June 5, 1996, between the Company and Harris
Trust and Savings Bank, as rights agent (incorporated by reference to
Exhibit 1 of the Company's Current Report on Form 8-K dated July 10, 1996).
4.3 Form of Preferred Share Purchase Right of the Company (included in Exhibit
4.2).
5.1 Opinion of William D. Eggers, Esq. as to the legality of shares
registered.*
23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.*
24.1 Powers of Attorney.**
-----------------------------
* Filed herewith
** Previously filed.
Exhibit 5.1
[Corning Incorporated Letterhead]
September 28, 2005
To the Board of Directors of
Corning Incorporated
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Corning Incorporated, a
New York corporation ("Corning"), and am familiar with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the proposed sale by the Corning Incorporated Retirement Master Trust (the
"Trust") of up to 10,000,000 shares of Corning common stock, par value $.50 per
share, (including preferred share purchase rights), from time to time, pursuant
to Rule 415 under the Securities Act (the "Securities").
In this connection, I have examined the originals, or copies certified to
my satisfaction, of such corporate records of Corning, certificates of public
officials and officers of Corning, and other documents as I deemed pertinent as
a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1. Corning is a corporation duly incorporated and validly existing
under the laws of the State of New York;
2. The Securities have been duly authorized and, when issued by
Corning to the Trust, will be validly issued, fully paid and
non-assessable.
3. The preferred share purchase rights are binding obligations of
Corning, enforceable against Corning in accordance with their
terms and the terms of the Rights Agreement, except as may be
limited by the effect of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally (including without limitation all
laws relating to fraudulent transfers) or (ii) general principles
of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law).
My opinions expressed above are limited to the laws of the State of New
York.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ WILLIAM D. EGGERS
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 22, 2005, relating to the
financial statements, financial statement schedule, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, which appears in
Corning Incorporated's Annual Report on Form 10-K for the year ended December
31, 2004. We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 28, 2005