Registration No. 33_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________
New York Corning, New York 14831 16-0393470
(State or other (Address of principal (Zip Code) (I.R.S.
jurisdiction of executive offices) Employer
incorporation or Identifi-
organization) cation
No.)
1986 STOCK OPTION PLAN
1989 STOCK OPTION PLAN
1994 STOCK OPTION PLAN
(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)
________________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securites Amount Being Offering Price Aggregate Registra-
Being Registered Per Share Offering Price<F2> tion
Registered Fee
Options to
Purchase
Common Stock
Under
1994Plan 7,000,000 shares<F1>$33.0625 $231,437,500 $79,807
<FN>
<F1> 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.
<F2> Estimated solely for the purpose of calculating the
Registration fee.
</FN>
</TABLE>
In accordance with Rule 429, the Prospectus in this
registration statement is a combined Prospectus which
also relates to Registration Statement No. 33-12605 and No.
33-30815
<PAGE>
PART II
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 1, 1995, 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 1, 1995, consisting
of the Company's Current Reports on Form 8-K dated January 23, 1995
and January 24, 1995, respectively.
3. The Company's Current Report on Form 8-KA dated December 12,
1994 which contains certain historical financial statements of Moran
Research Labs, doing business as Bioran Medical Laboratory
("Bioran").
4. 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 the Company and of Dow
Corning Corporation incorporated in this Registration Statement
by reference to Corning's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995, have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
The financial statements of Bioran as of and for the year ended
December 31, 1993 incorporated in this Registration Statement by
reference to Corning's Current Report on Form 8-KA dated December
12, 1994 have been so incorporated in reliance on the report of
Leverone & Company, certified public accountants, given on the
authority of said firm as experts in auditing and accounting.
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 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
Section 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 under the
Securities Act, which might be incurred by them in such
capacities.
<PAGE>
Item 8. List of Exhibits
5.01 Opinion of Counsel.
23.01 Consent of Counsel (included in Exhibit 5.01).
23.02 Consent of Price Waterhouse LLP
23.03 Consent of Leverone & Company
24.01 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 thereof) which,
individually or in the aggregate, represents 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
posteffective 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 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) The undersigned registrant hereby undertakes:
(1) To deliver or cause to be delivered with the prospectus
to each employee to whom the prospectus is sent or given a copy of
the registrant's annual report to stockholders for its last fiscal
year, unless such employee otherwise has received a copy
of such report, in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the employee. If the last fiscal
year of the registrant has ended within 120 days prior to the use
of the prospectus, the annual report for the last fiscal year will
be furnished to each such employee.
(2) To transmit or cause to be transmitted to all employees
participating in the plan who do not otherwise receive such
material as stockholders of the registrant, at the time and in
the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications
distributed to its stockholders generally.
(3) Where interests in a plan are registered herewith, to
transmit or cause to be transmitted promptly, without charge, to
any participant in the plan who makes a written request, a copy of
the then latest annual report of the plan filed pursuant to Section
15(d) of the Securities Exchange Act of 1934 (Form 11-K). If such
report is filed separately on Form 11-K, such form shall be
delivered upon written request. If such report is filed as a part
of the registrant's annual report on Form 10-K, that entire
report (excluding exhibits) shall be delivered upon written
request. If such report is filed as a part of the registrant's
annual report to stockholders delivered pursuant to paragraph (1) or
(2) of this undertaking, additional delivery shall not be
required.
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 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 23rd day of March, 1995.
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 March 23,
1995 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/ KATHERINE A. ASBECK Principal Accounting Officer
(Katherine A. Asbeck)
* Director
(Roger G. Ackerman)
* Director
(Robert Barker)
* Director
(Mary L. Bundy)
* Director
(Barber B. Conable, Jr.)
* Director
(David A. Duke)
<PAGE>
Signature Capacity
* Director
(John H. Foster)
* 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
5.01 Opinion of Counsel
23.01 Consent of Counsel
23.02 Consent of Price Waterhouse LLP
23.03 Consent of Leverone & Company
24.01 Powers of Attorney
<PAGE>
EXHIBIT 23.02
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 23, 1995, which appears on Page 24 of the Corning
Incorporated 1994 Annual Report on Form 10-K for the
fiscal year ended January 1, 1995. We also consent to
the incorporation by reference of our report dated January
20, 1995 on the financial statements of Dow Corning
Corporation, which appears on Page 55 of the Corning
Incorporated Annual Report on Form 10-K for the year ended
January 1, 1995. We also consent to the reference to
us under the heading "Interests of Named Experts and Counsel" in
this Registration Statement.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
March 17, 1995
<PAGE>
EXHIBIT 23.03
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As certified public accountants, we hereby consent to
the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-8 of our
report dated November 10, 1994 on the financial statements of
Moran Research Labs as of and for the year ended December
31, 1993 which are included in Corning's Form 8-KA filed on
December 12, 1994 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 this Registration Statement.
/s/ Leverone & Company
Billerica, Massachusetts
March 21, 1995
<PAGE>
March 23, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
I am Senior Vice President and General Counsel of
Corning Incorporated (the "Company") and am familiar with the
preparation and filing of a Registration Statement on Form
S8 under the Securities Act of 1933, as amended, with
respect to an aggregate of 9,000,000 shares of Corning's
Common Stock, $.50 par value, which may be sold by the
Company pursuant to its 1994 Stock Option Plan (the
"Plan") described in such registration statement.
In this connection, I have examined the originals, or
copies certified to my satisfaction, of such corporate
records of the Company, certificates of public officials and
officers of the Company, 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. The Company is a corporation duly incorporated
and validly existing under the laws of the State of New York;
2. The shares of the Company's Common Stock to be sold
by the Company pursuant to the Plan will be duly
authorized, validly issued, fully paid and non-assessable;
3. The Plan is not subject to the provisions of
the Employee Retirement Income Security Act of 1974.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement referred to above.
Very truly yours,
