As filed with the Securities and Exchange Commission on January ___, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of
incorporation or organization)
16-0393470
(I.R.S. Employer
Identification No.)
One Riverfront Plaza
Corning, New York 14831
(607) 974-9000
(Address, including zip code and telephone number of issuer's
principal executive offices)
William C. Ughetta
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
(607) 974-9000
(Name, address, including zip code and telephone number of agent for service)
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 being registered 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
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Offering Maximum
Title of Each Amount to Price Aggregate Amount of
Class of Securities be Per Share Offering Registration
to be Registered Registered (1) Price Fee
<S> <C> <C> <C> <C>
Common Stock ($.50 par value) 509,960 shs. $29.4375 $15,011,948 $5,177
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee on the basis of the average of the high and low prices
of the Registrant's Common Stock on the New York Stock Exchange Composite
Tape on January 19, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
inany State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS DATED JANUARY ___, 1996
509,960 shares
CORNING INCORPORATED
Common Stock
($.50 par value)
The Company's Common Stock is listed
on the New York Stock Exchange
This Prospectus relates to 509,960 presently outstanding shares of Common
Stock, $.50 par value (the "Common Stock"), of Corning Incorporated, a New
York corporation ("Corning" or the "Company"), which may be offered from time
to time by certain stockholders of the Company as identified herein under
"Selling Stockholders." The term "Shares" as used herein includes the shares
of Common Stock held by the Selling Stockholders. The distribution of the
Shares by the Selling Stockholders, or by pledgees, donees, distributees,
transferees or other successors in interest, may be effected from time to
time by underwriters who may be selected by the Selling Stockholders and/or
broker-dealers, in one or more transactions (which may involve crosses and
block transactions) on the New York Stock Exchange or other stock exchanges,
in special offerings, exchange distributions or secondary distributions
pursuant to and in accordance with the rules of such exchanges, in the
over-the-counter market, in negotiated transactions or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. In connection with the distributions
of the Shares or otherwise, the Selling Stockholders may enter into hedging
or option transactions with broker-dealers and may sell Shares short and
deliver the Shares to close out such short positions. On January 19, 1996,
the closing price of the Common Stock on the New York Stock Exchange was
$29.4375. None of the proceeds from the sale of the Shares will be received
by the Company. The Company has agreed to indemnify the Selling Stockholders,
underwriters who may be selected by the Selling Stockholders and certain
other persons against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution" and "Selling Stockholders."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information and the Registration Statement referred to below may be
inspected at the Commission's public reference facilities, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as the following regional
offices: 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such reports, proxy statements and other information concerning the
Company and such Registration Statement may also be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, upon which Exchange certain securities of the Company are listed.
This Prospectus constitutes a part of the Registration Statement with
respect to the Shares filed by the Company with the Commission under the
Securities Act. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Shares. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and
in each instance reference is made to the copy of such document filed with
the Commission. Each such statement is qualified in its entirety by such
reference.
Corning's By-Laws provide that Corning shall indemnify each of its
directors and officers against all costs and expenses actually and reasonably
incurred by him or her in connection with the defense of any claim, action,
suit or proceeding against him or her by reason of his or her being or having
been a director or officer of Corning to the full extent permitted by, and
consistent with, the Business Corporation Law of the State of New York.
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers or persons controlling Corning pursuant to
the foregoing provisions, Corning has been informed that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(File No. 1-3247) are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 1995, filed pursuant to Section 13(a) of the Exchange Act.
2. All other reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of said Act since January 1, 1995, consisting of the
Company's Quarterly Reports on Form 10-Q for the twelve, twenty-four and
forty weeks ended March 26, 1995, June 18, 1995 and October 8, 1995,
respectively; and the Company's Current Reports on Form 8-K dated January 23,
1995, January 24, 1995, March 23, 1995, April 4, 1995, May 15, 1995, June 7,
1995, June 27, 1995, October 5, 1995, October 17, 1995, December 7, 1995 and
January 22, 1996, respectively.
3. The Company's Current Report on Form 8-KA dated December 12, 1994
which includes certain historical financial statements of Moran Research
Labs.
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 a description of 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
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of this offering of Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be
a part hereof from the dates of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference herein, other than exhibits to such
documents, unless
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<PAGE>
such exhibits are specifically incorporated by reference in such documents.
Such request should be directed to the Secretary, Corning Incorporated, One
Riverfront Plaza, Corning, New York 14831; telephone (607) 974-9000.
IN CONNECTION WITH THIS OFFERING, UNDERWRITERS ACTING ON BEHALF OF THE
SELLING STOCKHOLDERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED
ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.
SUCH STABILIZING MAY TAKE PLACE IN CONNECTION WITH THE OFFERING OF ANY OF THE
SHARES OFFERED HEREBY OTHER THAN AT THE MARKET AND, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
THE COMPANY
Corning Incorporated traces its origin to a glass business established by
the Houghton family in 1851. The present corporation was incorporated in the
State of New York in December 1936, and its name was changed from Corning
Glass Works to Corning Incorporated on April 28, 1989.
Corning competes in four broadly-based business segments: specialty
materials, communications, health care services and consumer products.
Corning is engaged directly or through subsidiaries and affiliates
principally in the manufacture and sale of products made from specialty
glasses and related inorganic materials having special properties of chemical
stability, electrical resistance, heat resistance, light transmission and
mechanical strength. In addition, Corning, through subsidiaries and
affiliates, engages in health care services businesses, including health care
management, life and environmental sciences and clinical-laboratory testing.
Corning's executive offices are located at One Riverfront Plaza, Corning,
New York 14831, telephone (607) 974-9000.
Other information concerning Corning's business, securities and financial
condition is incorporated by reference from its reports filed with the
Commission. See "Incorporation of Certain Documents by Reference."
SELLING STOCKHOLDERS
The Shares as listed below may be offered by the Selling Stockholders
named below (and by their donees, distributees and pledgees) and constitute
all of the Shares held by the Selling Stockholders as of January , 1996. On
February 17, 1995, the Selling Stockholders acquired the Shares from the
Company pursuant to an Agreement and Plan of Merger dated as of February 17,
1995 (the "Agreement") among the Company; Corning HCM Inc., a New Jersey
corporation; Franklin Health Group, Inc., a New Jersey corporation; and the
shareholders of such entity.
<TABLE>
<CAPTION>
Number of Number of Shares
Shares of of
Common Stock Common Stock
Beneficially Offered
Name Owned by this Prospectus
<S> <C> <C>
Richard K. Blodgett 50,996 50,996
David J. Hines 10,199 10,199
Paul J. Kofmehl 191,235 191,235
David L. Levy, M.D. 257,530 257,530
</TABLE>
Prior to the acquisition, the Selling Stockholders held the positions in
Franklin Health Group, Inc. indicated next to their names below.
<TABLE>
<CAPTION>
Name Position
<S> <C>
Paul J. Kofmehl Chairman of the Board and a director
David L. Levy, M.D. President and a director
Richard K. Blodgett Chief Financial Officer, Secretary and a director
</TABLE>
Following the acquisition, Dr. Levy remained President and is now Chairman
of the Board of Corning Franklin Health, Inc., formerly called Franklin
Health Group, Inc., the surviving corporation in the merger acquisition
effected pursuant to the Agreement.
3
<PAGE>
DESCRIPTION OF CORNING CAPITAL STOCK
General
The following is a brief summary of certain provisions of the Restated
Certificate of Incorporation of Corning (the "Restated Certificate") and does
not relate to or give effect to provisions of statutory or other law except
as specifically stated. The Restated Certificate authorizes the issuance of
500,000,000 shares of Corning Common Stock. As of December 31, 1995,
229,814,112 shares of Corning Common Stock were outstanding. The rights of
holders of Corning Common Stock are governed by the Restated Certificate,
Corning's By-Laws and by the New York Business Corporation Law (the "NYBCL").
Voting Rights
Subject to the voting of any shares of Series Preferred Stock (as defined
below) that may be outstanding, voting power is vested in Corning Common
Stock, each share having one vote.
Preemptive Rights
The Restated Certificate provides that no holder of Corning Common Stock or
Series Preferred Stock shall have any preemptive rights except as the Board
of Directors of Corning (the "Corning Board") may determine from time to
time. No such rights have been granted by the Corning Board.
Corning Common Stock
Liquidation Rights. Subject to the preferential rights of any outstanding
Series Preferred Stock, in the event of any liquidation of Corning, holders
of Corning Common Stock then outstanding are entitled to share ratably in the
assets of Corning available for distribution to such holders.
Dividend Rights and Restrictions. Subject to any preferential rights of
any outstanding Series Preferred Stock and any outstanding preferred
securities of Corning, such dividends as may be determined by the Corning
Board may be declared and paid on Corning Common Stock from time to time out
of any funds legally available therefor. Corning has regularly paid cash
dividends since 1881 and currently expects to continue to pay cash dividends.
Corning's current quarterly cash dividend is $.18 per share of Corning Common
Stock. The continued declaration of dividends by the Corning Board is subject
to, among other things, Corning's current and prospective earnings, financial
condition and capital requirements and such other factors as the Corning
Board may deem relevant.
Other Provisions. Corning Common Stock has no redemption, sinking fund or
conversion privileges applicable thereto and holders of Corning Common Stock
are not liable to assessments or to further call.
MIPS Offering
On July 21, 1994 Corning and Corning Delaware, L.P., a Delaware special
purpose limited partnership in which Corning is the sole general partner,
completed the offering (the "MIPS Offering") of $373.8 million aggregate
principal amount of 6% Convertible Monthly Income Preferred Securities (the
"Preferred Securities") of Corning Delaware.
Dividends on the Preferred Securities will be cumulative and will be
payable monthly at an annual rate of six percent. In certain circumstances,
holders of the Preferred Securities, voting as a class or by written consent,
may cause the exchange of the Preferred Securities for shares of Corning's
Series C Preferred Stock (herein defined), at a rate of one share of Series C
Preferred Stock for every two Preferred Securities. Each Preferred Security
is convertible at the option of the holder into Corning Common Stock at the
rate of 1.2821 shares of Corning Common Stock for each Preferred Security
(equivalent to a conversion price of $39.00 per share of Corning Common
Stock), subject to adjustment in certain circumstances. From time to time
after four years from the date of issuance, the Preferred Securities will be
redeemable, at the option of Corning Delaware, in whole or in part, for cash
at stated redemption prices. The Preferred Securities are subject to
mandatory redemption on the 30th anniversary of the date of original issuance
at a redemption price of $50 per Preferred Security together with accumulated
and unpaid dividends (whether or not earned or declared). Holders of the
Preferred Securities do not have any voting rights, except in certain
instances of default.
Series Preferred Stock
The Restated Certificate authorizes the issuance of up to 10,000,000 shares
of Series Preferred Stock, par value $100 per share (the "Series Preferred
Stock"). The Corning Board has the authority to issue such shares from time
to time, without stockholder approval, and the authority to determine the
designations, preferences, rights, including voting rights, and restrictions
of such shares, subject to the
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<PAGE>
NYBCL. Pursuant to this authority, the Corning Board has designated 600,000
shares of Series Preferred Stock as Series A Preferred Stock, 316,822 shares
of Series Preferred Stock as Series B Preferred Stock (the "Series B
Preferred Stock"), and 4,683,710 shares of Series Preferred Stock as Series C
6% Cumulative Convertible Preferred Stock (the "Series C Preferred Stock").
No other class of Series Preferred Stock has been designated by the Corning
Board.
Series B Preferred Stock
Cumulative cash dividends at the rate of 8% per annum are payable on
shares of the Series B Preferred Stock that have been issued. Corning has
regularly paid dividends on the Series B Preferred Stock. No dividends may be
paid or declared on the Series A Preferred Stock or Corning Common Stock
unless all dividends for all prior dividend periods have been paid or
declared on the Series B Preferred Stock, the Series C Preferred Stock and
the Preferred Securities.
Holders of Series B Preferred Stock are entitled to vote, voting together
with Corning Common Stock and not as a separate class, on all matters
submitted to holders of Corning Common Stock, each share of Series B
Preferred Stock having four votes, subject to adjustment.
Holders of Series B Preferred Stock have no preemptive rights. In the
event of a liquidation, dissolution or winding-up of Corning, holders of
Series B Preferred Stock shall be entitled to receive a distribution in the
amount of $100 per share, plus accrued and unpaid dividends, before any
distribution on Corning Common Stock or Series A Preferred Stock.
The Series B preferred Stock is redeemable, in whole or in part, at the
election of Corning, at any time, at the following redemption prices per
share:
<TABLE>
<CAPTION>
During the Twelve-
Month Period Price Per
Beginning October 1, Share
<S> <C>
1995 $102.00
1996 $101.00
</TABLE>
and thereafter at $100.00 per share plus, in each case, accrued and unpaid
dividends.
The Series B Preferred Stock is subject to redemption, at the option of
the holder, at any time upon five business days' notice, at a redemption
price equal to $100.00 plus accrued and unpaid dividends, if the proceeds are
necessary (i) to make a distribution pursuant to an investment election made
under the employee benefit plan or (ii) to satisfy any indebtedness to which
the employee benefit plan is subject, provided that such payment is necessary
to remedy or prevent a default under such indebtedness.
Corning, at its option, may make payment of the redemption price required
upon redemption of shares of Series B Preferred Stock in cash or in Corning
Common Stock, or in any combination of such shares and cash.
The Series B Preferred Stock is convertible at the option of the holder,
at any time, into Corning Common Stock at a conversion price of $25.00 per
share of Corning Common Stock, each share of Series B Preferred Stock being
valued at $100 for the purpose of such conversion, producing a conversion
ratio equal to four shares of Corning Common Stock for each share of Series B
Preferred Stock so converted, subject to certain adjustments to prevent
dilution.
Series C Preferred Stock
In certain circumstances, the holders of a majority of the aggregate
liquidation preference of the Preferred Securities then outstanding, voting
as a class or by written consent, may cause the exchange of the Preferred
Securities for Series C Preferred Stock at a rate of one share of Series C
Preferred Stock for every two Preferred Securities.
The terms of the Series C Preferred Stock are substantially similar to
those of the Preferred Securities except that, among other differences, (i)
in certain events of default, the number of directors of Corning shall be
increased by two persons and the holders of the Series C Preferred Stock will
be entitled to elect the persons to fill such positions and (ii) the Series C
Preferred Stock will not be subject to mandatory redemption.
The Series C Preferred Stock ranks senior to the Corning Common Stock and
the Series A Preferred Stock with respect to the payment of dividends and
amounts on liquidation, dissolution and winding-up. In the event of a
voluntary or involuntary bankruptcy, liquidation, dissolution or winding-up
of Corning, the
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<PAGE>
holders of Series C Preferred Stock are entitled to receive out of the net
assets of Corning, but before any distribution is made on any class of
securities ranking junior to the Series C Preferred Stock, $100.00 per share
in cash plus accumulated and unpaid dividends (whether or not earned or
declared) to the date of final distribution to such holders.
Preferred Share Purchase Rights
Attached to each share of Corning Common Stock is one Right, which entitles
the registered holder to purchase from Corning one four-hundredth of a share
of Series A Preferred Stock at a price of $62.50 per one four-hundredth of a
share of Series A Preferred Stock (the "Exercise Price"), subject to
adjustment. The Rights expire on July 15, 1996 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed by Corning.
The Rights represented by the certificates for Corning Common Stock are
not exercisable, and are not transferable apart from the Corning Common Stock
until the earlier of (i) ten days following the public announcement by
Corning or an Acquiring Person (as defined below) that a person or group has
acquired beneficial ownership of 20% or more of the Corning Common Stock (an
"Acquiring Person") or (ii) ten business days (or such later date as the
Corning Board may determine) after the commencement or first public
announcement of a tender or exchange offer that would result in a person or
group beneficially owning 20% or more of the Corning Common Stock (the
earlier of such dates being called the "Distribution Date"). Separate
certificates for the Rights will be mailed to holders of record of Corning
Common Stock as of such date. The Rights could then begin trading separately
from Corning Common Stock.
Generally, in the event that a person or group becomes an Acquiring
Person, each Right, other than the Rights owned by the Acquiring Person, will
thereafter entitle the holder to receive, upon exercise of the Right, Corning
Common Stock having a value equal to two times the Exercise Price of the
Right. In the event that Corning is acquired in a merger, consolidation, or
other business combination transaction or more than 50% of Corning's assets,
cash flow or earning power is sold or transferred, each Right, other than the
Rights owned by an Acquiring Person, will thereafter entitle the holder
thereof to receive, upon the exercise of the Right, common stock of the
surviving corporation having a value equal to two times the Exercise Price of
the Right.
The Rights are redeemable in whole, but not in part, at $0.125 per Right
at any time on or prior to any person or group becoming an Acquiring Person.
The right to exercise the Rights terminates at the time that the Corning
Board elects to redeem the Rights. Notice of redemption shall be given by
mailing such notice to the registered holders of the Rights. At no time will
the Rights have any voting rights. The Rights Agent is Harris Trust and
Savings Bank (the "Rights Agent").
The exercise price payable, and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the shares of Series A Preferred Stock, (ii) upon the
grant to holders of the shares of Series A Preferred Stock of certain rights
or warrants to subscribe for or purchase shares of Series A Preferred Stock
at a price, or securities convertible into shares of Series A Preferred Stock
with a conversion price, less than the then current market price of the
shares of Series A Preferred Stock or (iii) upon the distribution to holders
of the shares of Series A Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in shares of Series A Preferred Stock)
or of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one four-hundredths of
a share of Series A Preferred Stock issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of, or stock
dividend on, or subdivision, consolidation or combination of, Corning Common
Stock prior to the Distribution Date. With certain exceptions, no adjustment
in the exercise price will be required until cumulative adjustments require
an adjustment of at least 1% in such exercise price.
Upon exercise of the Rights, no fractional shares of Series A Preferred
Stock will be issued (other than fractions which are integral multiples of
one four-hundredth of a share, which may, at the election of Corning, be
evidenced by depositary receipts) and in lieu thereof an adjustment in cash
will be made.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire Corning on
terms not approved by the Corning Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved
by the Corning Board since the Rights may be
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<PAGE>
redeemed by Corning at $.125 per Right prior to the fifteenth day after the
acquisition by a person or group of beneficial ownership of 20% or more of
the Corning Common Stock (subject to certain exceptions).
The shares of Series A Preferred Stock purchasable upon exercise of the
Rights will rank junior to all other series of Corning's preferred stock
(including the Series B and Series C Preferred Stock) or any similar stock
that specifically provides that they shall rank prior to the shares of Series
A Preferred Stock. The shares of Series A Preferred Stock will be
nonredeemable. Each share of Series A Preferred Stock will be entitled to a
minimum preferential quarterly dividend of $10.00 per share, but will be
entitled to an aggregate dividend of 100 times the dividend declared per
share of Corning Common Stock. In the event of liquidation, the holders of
the shares of Series A Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share, but will be entitled to
an aggregate payment of 100 times the payment made per share of Corning
Common Stock. Each share of Series A Preferred Stock will have 100 votes,
voting together with the Corning Common Stock. In the event of any merger,
consolidation or other transaction in which Corning Common Stock is
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount and type of consideration received per share of Corning
Common Stock. These rights are protected by customary antidilution
provisions. Because of the nature of the Series A Preferred Stock's dividend,
liquidation and voting rights, the value of the interest in a share of Series
A Preferred Stock purchasable upon the exercise of each Right should
approximate the value of one share of Corning Common Stock.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the description of the
Rights contained in the Rights Agreement, dated as of July 2, 1986 between
Corning and the Rights Agent, as amended by the Amended Rights Agreement,
dated as of October 4, 1989, which has been previously filed with the
Commission.
Corning's Fair Price Amendment
In 1985 Corning's stockholders adopted an amendment (the "Fair Price
Amendment") to the Restated Certificate that, in general, requires the
approval by the holders of at least 80% of the voting power of the
outstanding capital stock of Corning (other than the Series C Preferred
Stock) entitled to vote generally in the election of directors (the "Corning
Voting Stock") as a condition for mergers and certain other business
combinations with any beneficial owner of more than 10% of such voting power
unless (1) the transaction is approved by at least a majority of the
Continuing Directors (as defined in the Restated Certificate) or (2) certain
minimum price, form of consideration and procedural requirements are met.
Certain terms used herein are defined in the Restated Certificate.
Amendment or repeal of this provision or the adoption of any provision
inconsistent therewith would require the affirmative vote of at least 80% of
the Corning Voting Stock unless the proposed amendment or repeal or the
adoption of the inconsistent provisions were approved by two-thirds of the
entire Corning Board and a majority of the Continuing Directors.
Certain Other Provisions of Corning's Restated Certificate and By-Laws
In addition to the Preferred Share Purchase Rights and the Fair Price
Amendment, the Restated Certificate and By-Laws contain other provisions that
may discourage a third party from seeking to acquire Corning or to commence a
proxy contest or other takeover-related action. Corning has classified its
Board such that one-third of the Corning Board is elected each year to
three-year terms of office. In addition, holders of Corning Common Stock may
remove a Director from office at any time prior to the expiration of his or
her term only with cause and by vote of a majority of holders of Corning
Common Stock outstanding. These provisions, together with provisions
concerning the size of the Corning Board and requiring that premature
vacancies on the Corning Board be filled only by a majority of the entire
Corning Board, may not be amended, altered or repealed, nor may Corning adopt
any provisions inconsistent therewith, without the affirmative vote of at
least 80% of the Corning Voting Stock of Corning or the approval of two-
thirds of the entire Corning Board.
Corning's By-Laws contain certain procedural requirements with respect to
the nomination of directors by stockholders that require, among other things,
delivery of notice by such stockholders to the Secretary of Corning not later
than 60 days nor more than 90 days prior to the date of the stockholders
meeting at which such nomination is to be considered. The Corning By-Laws do
not provide that a meeting of the Corning Board may be called by
stockholders.
The Restated Certificate provides that no director will be liable to
Corning or its stockholders for a breach of duty as a director except as
provided by the NYBCL.
7
<PAGE>
The effect of these provisions may be to deter attempts either to obtain
control of Corning or to acquire a substantial amount of its stock, even if
such a proposed transaction were at a significant premium over the
then-prevailing market value of the Corning Common Stock, or to deter
attempts to remove the Corning Board and management of Corning, even though
some or a majority of the holders of Corning Common Stock may believe such
actions to be beneficial.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders, or
by pledgees, donees, distributees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange or one or
more other exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following, without limitation: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (e) face to face transactions between sellers and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate in the resales.
In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares registered hereunder in the course of hedging the positions
they assume with Selling Stockholders. The Selling Stockholders may also sell
Shares short and deliver the Shares to close out such short positions. The
Selling Stockholders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the Shares
registered hereunder, which the broker-dealer may resell pursuant to this
Prospectus. The Selling Stockholders may also pledge the Shares registered
hereunder to a broker or dealer and upon a default the broker or dealer may
effect sales of the pledged Shares pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to
be negotiated in connection with the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Act"), in
connection with such sales and any such commission, discount or concession
may be deemed to be underwriting discounts or commissions under the Act. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sale of the Shares will be borne by the Selling
Stockholders. The Company has agreed to indemnify the Selling Stockholders
and certain persons including underwriters, brokers and dealers against
certain liabilities in connection with the offering of the Shares, including
liabilities arising under the Act.
Information as to whether underwriters who may be selected by the Selling
Stockholders, or any other broker-dealer, is acting as principal or agent for
the Selling Stockholders, the compensation to be received by underwriters who
may be selected by the Selling Stockholders, or any broker-dealer, acting as
principal or agent for the Selling Stockholders and the compensation to be
received by other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will be
disclosed in a prospectus filed pursuant to Rule 424(b) under the Securities
Act, or in a supplement to this Prospectus filed pursuant to Rule 424(c) of
the Securities Act to the extent required.
The Company has agreed with the Selling Stockholders to maintain the
continuous effectiveness of the Registration Statement (of which this
Prospectus is a part) during the period commencing on the date the
Registration Statement is declared effective and ending on the second
anniversary of the effective date of the Registration Statement or such
shorter period which will terminate when all the Shares have been sold
pursuant to the Registration Statement.
8
<PAGE>
LEGAL OPINIONS
The validity of the shares of Corning Common Stock offered hereby is being
passed on for the Company by William C. Ughetta, Esq., Senior Vice President
and General Counsel of Corning. Mr. Ughetta owns substantially less than 1%
of the outstanding shares of Corning Common Stock.
EXPERTS
The consolidated financial statements of the Company and of Dow Corning
Corporation incorporated in this Prospectus 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 Moran Research Labs as of and for the year
ended December 31, 1993 incorporated in this Prospectus by reference to
Corning's Current Report on Form 8-KA dated Decem- ber 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.
9
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in
this Prospectus in connection with the offering described herein, and, if
given or made, such other information or representations must not be relied
upon as having been authorized by the Company, the Selling Stockholders or
any Underwriter. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any securities other than those specifically
offered hereby or any securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information 2
Incorporation of Certain Documents by
Reference 2
The Company 3
Selling Stockholders 3
Description of Common Stock 4
Plan of Distribution 8
Legal Opinions 9
Experts 9
</TABLE>
509,960 Shares
Corning Incorporated
Common Stock
PROSPECTUS
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities to be registered, other
than underwriting discounts and commissions. The Company will pay the
following expenses:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 5,177
Legal Fees $ 3,000
Printing Fees $ 2,000
Accounting Fees $ 5,000
Miscellaneous $ 1,823
Total $17,000
</TABLE>
Item 15. Indemnification of Directors and Officers.
Under the 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
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.
II-1
<PAGE>
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.01 Agreement and Plan of Merger dated as of February 17, 1995, among Corning
Incorporated; Corning HCM Inc.; Franklin Health Group, Inc.; David L. Levy;
Paul J. Kofmehl; Richard K. Boldgett; and David J. Hines.
3.01 Restated Certificate of Incorporation of the registrant, dated July 12, 1989,
and the Certificate of Amendment, dated September 28, 1989, to the Restated
Certificate of Incorporation of the registrant (incorporated by reference
to Exhibit 3(a) of the registrant's Annual Report on Form 10-K for the fiscal
year ending December 31, 1989).
3.02 By-laws of the registrant (incorporated by reference to Exhibit 3(a) of the
registrant's Annual Report on Form 10-K for the fiscal year ended December
30, 1990).
3.03 Certificate of Amendment, dated April 30, 1992, to the Restated Certificate
of Incorporation of the registrant (incorporated by reference to Exhibit 3(a)
of the registrant's Annual Report on Form 10-K for the fiscal year ended January
3, 1993).
3.04 Certificate of Amendment dated July 15, 1994, as amended by the Certificate
of Correction filed on July 26, 1994, to the Restated Certificate of Incorporation
of the registrant (incorporated by reference to Exhibit 3 of the registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1995).
3.05 Certificate of Amendment, dated October 24, 1994, to the Restated Certificate
of Incorporation of the registrant (incorporated by reference to Exhibit 3
of the registrant's Annual Report on Form 10-K for the fiscal year ended January
1, 1995).
4.01 Form of Common Stock Certificate of the registrant (incorporated by reference
to Exhibit 4 to Registration Statement on Form S-4 filed with the Commission
on June 17, 1992 (Registration Statement No. 33-48488)).
4.02 Rights Agreement, dated as of July 2, 1986, between the registrant and Harris
Trust and Savings Bank, as amended (incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A, filed with the Commission on July 2,
1986, and Exhibit 1 to Amendment No. 1 on Form 8, filed with the Commission
on October 10, 1989).
4.03 Form of Preferred Share Purchase Right of the registrant (included in Exhibit
4.02).
5.01 Opinion of William C. Ughetta, Senior Vice President and General Counsel of
the registrant, as to the legality of the securities being registered.
23.01 Consent of William C. Ughetta, Esq. (included in Exhibit 5.01).
23.02 Consent of Price Waterhouse LLP
23.03 Consent of Leverone & Company
24.01 Powers of Attorney
</TABLE>
Item 17. Undertakings.
(a) The Company 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 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 a 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 (1)(i) and
(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 Sec-
II-2
<PAGE>
tion 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 post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering; and (4) that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Company'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 this 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.
(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 bonafide 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 Company pursuant to the foregoing provisions, or
otherwise, the Company 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
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
II-3
<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-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 25th day of January, 1996.
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 January 25, 1996 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Capacity
<S> <C>
/s/ James R. Houghton Chairman of the Board, Principal
(James R. Houghton) Executive Officer and Director
/s/ Van C. Campbell Vice Chairman, Principal Financial
(Van C. Campbell) Officer and Director
/s/ Katherine A. Asbeck
(Katherine A. Asbeck) Principal Accounting Officer
* President, Principal Operating Officer
(Roger G. Ackerman) and Director
(Robert Barker) Director
*
(Mary L. Bundy) Director
(Lawrence S. Eagleburger) Director
*
(David A. Duke) 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
II-4
<PAGE>
Signature Capacity
*
(Catherine A. Rein) Director
*
(Henry Rosovsky) Director
*
(H. Onno Ruding) Director
*
(William D. Smithburg) Director
*By /s/ William C. Ughetta
(William C. Ughetta)
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.01 Agreement and Plans of Merger dated as of February 17, 1995, among
Corning Incorporated; Corning HCM Inc.; Franklin Health Group, Inc.;
David L. Levy; Paul J. Kofmehl; Richard K. Boldgett; and David J. Hines.
3.01 Restated Certificate of Incorporation of the registrant, dated July 12,
1989, and the Certificate of Amendment, dated September 28, 1989, to the
Restated Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3(a) of the registrant's Annual Report on Form 10-K
for the fiscal year ending December 31, 1989).
3.02 By-laws of the registrant (incorporated by reference to Exhibit 3(a) of
the registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1990).
3.03 Certificate of Amendment, dated April 30, 1992, to the Restated
Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3(a) of the registrant's Annual Report on Form 10-K
for the fiscal year ended January 3, 1993).
3.04 Certificate of Amendment dated July 15, 1994, as amended by the
Certificate of Correction filed on July 26, 1994, to the Restated
Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3 of the registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1995).
3.05 Certificate of Amendment, dated October 24, 1994, to the Restated
Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3 of the registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1995).
4.01 Form of Common Stock Certificate of the registrant (incorporated by
reference to Exhibit 4 to Registration Statement on Form S-4 filed with
the Commission on June 17, 1992 (Registration Statement No. 33-48488)).
4.02 Rights Agreement, dated as of July 2, 1986, between the registrant and
Harris Trust and Savings Bank, as amended (incorporated by reference to
Exhibit 1 to Registration Statement on Form 8-A, filed with the
Commission on July 2, 1986, and Exhibit 1 to Amendment No. 1 on Form 8,
filed with the Commission on October 10, 1989).
4.03 Form of Preferred Share Purchase Right of the registrant (included in
Exhibit 4.02).
5.01 Opinion of William C. Ughetta, Senior Vice President and General Counsel
of the registrant, as to the legality of the securities being
registered.
23.01 Consent of William C. Ughetta, Esq. (included in Exhibit 5.01).
23.02 Consent of Price Waterhouse LLP.
23.03 Consent of Leverone & Company.
24.01 Powers of Attorney.
</TABLE>
II-6
Exhibit 5.01
January 25, 1996
To the Board of Directors of Corning Incorporated
Dear Sirs:
As General Counsel for Corning Incorporated (the "Company"), I have
participated in the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission with respect to 509,960 shares of the Company's Common Stock, $.50
par value (the "Common Stock"), issued on February 17, 1995 to the
shareholders of Franklin Health Group, Inc., a New Jersey corporation
("Franklin Health"), pursuant to the terms of the Agreement and Plan of
Merger dated as February 17, 1995 between the Company, Corning HCM Inc.,
Franklin Health and the shareholders of Franklin Health (the "Agreement").
In this capacity, I have examined signed copies of the Registration
Statement to be filed with the Commission today. I have also examined the
originals, or copies identified to my satisfaction, of such corporate records
of the Company, such other agreements and instruments, certificates of public
officials, officers of the Company and other persons, and such other
documents as I have deemed necessary as a basis for the opinions hereinafter
expressed.
Based upon the foregoing and having regard for such legal considerations
that I deem relevant, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of New York;
2. The execution and delivery on behalf of the Company of the Agreement
has been duly authorized by all proper corporate proceedings of the Company
and constitutes a legal, valid and binding instrument of the Company; and
3. The 509,960 shares of Common Stock of the Company issued pursuant to
the terms of the Agreement are validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in "Legal Opinions" in the
related prospectus.
Very truly yours,
/s/ William C. Ughetta
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 23, 1995, which appears on page 24 of the Corning Incorporated
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 fiscal
year ended January 1, 1995. We also consent to the reference to us under the
heading "Experts" in the Prospectus.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 25, 1996
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-3 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 Prospectus. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
LEVERONE & COMPANY
Billerica, Massachusetts
January 25, 1996
CORNING INCORPORATED
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey Corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of December, 1995.
/s/ Roger G. Ackerman
ROGER G. ACKERMAN
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ Mary L. Bundy
MARY L. BUNDY
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ David A. Duke
DAVID A. DUKE
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ John H. Foster
JOHN H. FOSTER
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of December, 1995.
/s/ Gordon Gund
GORDON GUND
CORNING INCORPORATED
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th
day of December, 1995.
/s/ Vernon E. Jordan, Jr.
VERNON E. JORDON, JR.
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 3rd
day of December, 1995.
/s/ James W. Kinnear
JAMES W. KINNEAR
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ James J. O'Connor
JAMES J. O'CONNOR
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ Catherine A. Rein
CATHERINE A. REIN
CORNING INCORPORATED
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th
day of December, 1995.
/s/ Henry Rosovsky
HENRY ROSOVSKY
CORNING INCORPORATED
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 4th
day of December, 1995.
/s/ H. Onno Ruding
H. ONNO RUDING
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 6th
day of December, 1995.
/s/ William D. Smithburg
WILLIAM D. SMITHBURG
CORNING INCORPORATED
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Director and/or
Officer of Corning Incorporated, a New York corporation, hereby constitutes
and appoints Van C. Campbell, Larry Aiello, Jr., and William C. Ughetta, or
any one of them, his true and lawful attorneys and agents, in the name and on
behalf of the undersigned, to do any and all acts and things and execute any
and all instruments which the said attorneys and agents, or any one of them,
may deem necessary or advisable to enable Corning Incorporated to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Securities Act of 1933 of up to
509,960 shares of its Common Stock offered, issued, exchanged or sold by
Corning Incorporated in connection with its acquisition of the capital stock
of Franklin Health Group, Inc., a New Jersey corporation, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as Director
and/or Officer of Corning Incorporated to a Registration Statement on Form
S-3 or such other form as may be appropriate to be filed with the Securities
and Exchange Commission in respect of said shares of Common Stock, to any and
all amendments to the said Registration Statement, including Post-Effective
Amendments, and to any and all instruments and documents filed as a part of
or in connection with the said Registration Statement or amendments thereto;
HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of December, 1995.
/s/ Van C. Campbell
VAN C. CAMPBELL
