Corning Incorporated
Corning, New York 14831
September 2, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Attention: Document Control -- EDGAR
SUBJECT: Corning Incorporated Registration Statement on Form S-8
Gentlemen:
Corning Incorporated ("Corning") is hereby filing under the
Securities Exchange Act of 1933, as amended, Corning's
Registration Statement on Form S-8 relating to shares of the
Common Stock of Corning to be issued in connection with various
employee benefit plans of Nichols Institute. The filing fee of
$10,955 has been paid by wire transfer to the Commission's
lockbox facility at the Mellon Bank in Pittsburgh, Pennsylvania.
If you should have any questions or comments concerning this
filing, please call me at 607-974-8404 or contact me through
CompuServe at user ID 72741,206.
Very truly yours,
M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
Enclosure
<PAGE>
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_________________
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.)
Corning, New York 14831
(Address of principal executive offices) (Zip Code)
_________________
NICHOLS INSTITUTE
THIRD AMENDED AND RESTATED 1982 INCENTIVE STOCK OPTION PLAN;
THIRD AMENDED AND RESTATED 1982 NON-STATUTORY STOCK OPTION PLAN;
1989 INCENTIVE STOCK OPTION PLAN;
1989 NON-STATUTORY STOCK OPTION PLAN;
1992 STOCK INCENTIVE PLAN;
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN and
SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM
(Full title of the plans)
_________________
William C. Ughetta
Senior Vice President
and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-8247
(Name, address, and telephone number of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of maximum maximum registration
securities Amount being offering price aggregate fee
being registered registered per share offering
price
___________________________________________________________________________
Common Stock,
par value
$.50 per share 1,047,993 shs.(1) $30.3125 $31,767,288 $10,955
(1) Plus such indeterminate number of shares of Common Stock as
may be required in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
certain stock dividends or a reclassification of the Common Stock.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (File No. 1-3247) are incorporated herein by reference:
1. The Annual Report on Form 10-K for the fiscal year ended January
2, 1994, of Corning Incorporated ("Corning" or the "Company") filed
pursuant to Section 13(a) of the Exchange Act.
2. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since January 2, 1994, consisting of the
Company's Quarterly Reports on Form 10-Q for the twelve and twenty-four
weeks ending March 27, 1994 and June 19, 1994, respectively; and the
Company's Current Reports on Form 8-K dated January 24, 1994, April 6,
1994, June 28, 1994, July 26, 1994, August 3, 1994 and August 31, 1994,
respectively. Certain historical financial statements of Damon Corporation
which was acquired in 1993 are included in Corning's Current Reports on
Form 8-K dated August 4, 1993 and August 13, 1993.
3. The registration statement on Form 8-A filed by the Company on
July 8, 1986 which contains a description of the Company's Preferred Share
Purchase Rights Plan and the Registration Statement on Form 8-A filed by
the Company on October 9, 1989 which contains an amendment of the Company's
Preferred Share Purchase Rights Plan.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective Amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
William C. Ughetta, Esq., Senior Vice President and General Counsel of
Corning, has rendered an opinion as to the legality of the shares of
Corning Common Stock offered hereby. Mr. Ughetta owns substantially less
than 1% of Corning Common Stock.
The consolidated financial statements of Corning and subsidiary
companies in this Registration Statement by reference to the 1993 Annual
Report on Form 10-K have been so incorporated in reliance on the report of
<PAGE>
Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
The consolidated financial statements of Damon Corporation as of
December 31, 1992 and 1991, and for each of the three years ended December
31, 1992, incorporated by reference in this Registration Statement by
reference to Corning's Current Report on Form 8-K dated August 4, 1993 have
been so incorporated in reliance on the report of Arthur Andersen & Co.,
independent public accountants, given on the authority of said firm as
experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law ("NYBCL"), a corporation
may indemnify its directors and officers made, or threatened to be made, a
party to any action or proceeding, except for stockholder derivative suits,
if such director or officer acted in good faith, for a purpose which he or
she reasonably believed to be in or, in the case of service to another
corporation or enterprise, not opposed to, the best interests of the
corporation, and, in criminal proceedings, had no reasonable cause to
believe his or her conduct was unlawful. In the case of stockholder
derivative suits, the corporation may indemnify a director or officer if he
or she acted in good faith for a purpose which he or she reasonably
believed to be in or, in the case of service to another corporation or
enterprise, not opposed to the best interests of the corporation, except
that no indemnification may be made in respect of (i) a threatened action,
or a pending action which is settled or otherwise disposed of, or (ii) any
claim, issue or matter as to which such person has been adjudged to be
liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such portion of the settlement amount and expenses as the
court deems proper.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless
ordered by a court pursuant to the NYBCL, any indemnification under the
NYBCL pursuant to the above paragraph may be made only if authorized in the
specific case and after a finding that the director or officer met the
requisite standard of conduct by (i) the disinterested directors if a
quorum is available, (ii) the board upon the written opinion of independent
legal counsel or (iii) the stockholders.
The indemnification described above under the NYBCL is not exclusive
of other indemnification rights to which a director or officer may be
entitled, whether contained in the certificate of incorporation or by-laws
or when authorized by (i) such certificate of incorporation or by-laws,
(ii) a resolution of stockholders, (iii) a resolution of directors or (iv)
an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer if a
<PAGE>
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause
of action so adjudicated, or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled.
The foregoing statement is qualified in its entirety by reference to
Sections 715, 717 and 721 through 725 of the NYBCL.
Article VIII of the registrant's By-Laws provides that the registrant
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 registrant to the full extent
permitted by, and consistent with, the NYBCL.
The directors and officers of the registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by
them in such capacities.
Item 8. Exhibits
5.1 Opinion of William C. Ughetta, Esq., Senior Vice President
and General Counsel.
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Arthur Andersen & Co., independent public
accountants
23.3 Consent of William C. Ughetta, Esq. (included in Exhibit 5).
24.1 Powers of Attorney.
Item 9. 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment,
<PAGE>
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
controlling persons of the 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 the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
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, the
registrant will, unless in the opinion of its counsel the matter has
<PAGE>
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 the Act and will be
governed by the final adjudication of such issue.
<PAGE>
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-8 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 2nd day of September, 1994.
Corning Incorporated
(Registrant)
by /s/ WILLIAM C. UGHETTA
William C. Ughetta, Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on September 2, 1994 by the
following persons in the capacities indicated:
Signature Capacity
/s/ JAMES R. HOUGHTON Chairman of the Board,
(James R. Houghton) Principal Executive
Officer and Director
/s/ VAN C. CAMPBELL Vice Chairman,
(Van C. Campbell) Principal Financial Officer
and Director
/s/ LARRY AIELLO, JR. Vice President, Controller
(Larry Aiello, Jr.) and Principal Accounting Officer
* President,
(Roger G. Ackerman) Principal Operating
Officer and Director
* Director
(Robert Barker)
* Director
(Mary L. Bundy)
* Director
(Barber B. Conable, Jr.)
* Director
(David A. Duke)
<PAGE>
Signature Capacity
* Director
(E. Martin Gibson)
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
* Director
(Vernon E. Jordan, Jr.)
* Director
(James W. Kinnear)
* Director
(James J. O'Connor)
* Director
(Catherine A. Rein)
* Director
(Henry Rosovsky)
* Director
(William D. Smithburg)
* Director
(Robert G. Stone, Jr.)
*By /s/ WILLIAM C. UGHETTA
(William C. Ughetta)
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of William C. Ughetta, Esq., Senior Vice President and
General Counsel
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Arthur Anderson & Co., independent public accountants
23.3 Consent of William C. Ughetta, Esq. (included in Exhibit 5)
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.01 to
Registration Statement on Form S-4 filed
with the Commission on July 28, 1994 (Registration No. 33-54793)
<PAGE>
EXHIBIT 5.1
Corning Incorporated
Corning, New York 14831
September 2, 1994
To the Board of Directors of
Corning Incorporated
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-8 under the
Securities Act of 1933, as amended, with respect to an aggregate of
1,047,993 shares of Corning's Common Stock, $.50 par value, which may be
sold by Corning pursuant to the Third Amended and Restated 1982 Incentive
Stock Option Plan; Third Amended and Restated 1982 Non-Statutory Stock
Option Plan; 1989 Incentive Stock Option Plan; 1989 Non-Statutory Stock
Option Plan; 1992 Stock Incentive Plan; 1993 Non-Employee Director Stock
Option Plan and Supplemental Executive Retirement Program (the "Plans") of
Nichols Institute, a wholly-owned subsidiary of Corning.
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 shares of Corning's Common Stock to be sold by Corning
pursuant to the Plans when issued will be duly
authorized, validly issued, fully paid and non-assessable;
3. The Plans are not subject to the provisions of the Employee
Retirement Income Security Act of 1974 and are not qualified
under Section 401(a) of the Internal Revenue Code.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and further consent to the use of
my name in "Interests of Named Experts and Counsel" in such Registration
Statement.
Very truly yours,
/s/ William C. Ughetta
<PAGE> EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 24, 1994
(except Note 16 which is as of February 7, 1994) appearing on Page 21 of
the Corning Incorporated 1993 Annual Report on Form 10-K for the year ended
January 2, 1994. We also consent to the incorporation by reference of our
report dated January 20, 1994 on the financial statements of Dow Corning
Corporation, which appears on Page 56 of the Corning Incorporated Annual
Report on Form 10-K for the year ended January 2, 1994. We also consent to
the reference to us under the heading "Interests of Named Experts and
Counsel" in this Registration Statement.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
August 30, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8 of our
report dated March 11, 1993, (except with respect to Note N, as to which
the date is July 3, 1993) on the consolidated financial statements of Damon
Corporation and Subsidiaries as of December 31, 1992 and 1991 and for each
of the three years ended December 31, 1992 which are included in Corning's
Current Report on Form 8-K filed on August 4, 1993 which is incorporated
into this Registration Statement. We also consent to the reference to us
under the heading "Interests of Named Experts and Counsel" in such
Registration Statement.
/s/ ARTHUR ANDERSON & CO.
Arthur Anderson & Co.
Boston, Massachusetts
August 30, 1994
