As filed with the Securities and Exchange Commission on May 26, 2000
Registration No. - 333-32714
__________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________________
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 16-0393470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Riverfront Plaza
Corning, New York 14831
(Address of principal executive offices, including zip code)
_____________________________
GALILEO ELECTRO-OPTICS CORPORATION 1989 DIRECTOR STOCK OPTION PLAN
1991 STOCK OPTION PLAN
1996 DIRECTOR STOCK OPTION PLAN
1999 STOCK OPTION PLAN OF NETOPTIX CORPORATION
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF
NETOPTIX CORPORATION
William D. Eggers
Senior Vice President and General Counsel
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
(Name and address of agent for service)
(607) 974-9000
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (Registration No. 333-32714) of Corning Incorporated (the "Registrant")
relates to 739,080 shares of common stock, par value $.50 per share, of the
Registrant (the "Common Stock") deliverable to holders of options to purchase
shares of common stock, $.01 par value of NetOptix Corporation ("NetOptix"),
which options were converted into options to purchase shares of Common Stock
upon the effective time of the merger of CI Subsidiary, Inc., a wholly owned
subsidiary of the Registrant, with and into NetOptix on May 12, 2000. The
Common Stock was originally registered on the Registrant's Registration
Statement on Form S-4 to which this is an amendment; accordingly, the
registration fee in respect of such Common Stock was paid at the time of the
original filing of the registration statement relating to such Common Stock.
-2-
<PAGE>
INTRODUCTORY STATEMENT
Corning Incorporated, a New York corporation (the "Registrant"),
hereby further amends its Registration Statement on Form S-4 (Registration No.
333-32714) by filing this Post-Effective Amendment No. 1 on Form S-8 (the "Post-
Effective Amendment") relating to the sale of up 739,080 shares of common stock
of the Registrant (the "Common Stock"). The shares of Common Stock are
deliverable upon the exercise of stock options granted under the Galileo
Electro-Optics Corporation 1989 Director Stock Option Plan, 1991 Stock Option
Plan, 1996 Director Stock Option Plan, 1999 Stock Option Plan of NetOptix
Corporation and the 1999 Stock Option Plan for Non-Employee Directors of
NetOptix Corporation (the "Plans").
On May 12, 2000, CI Subsidiary, Inc. ("Merger Sub"), a wholly-owned
subsidiary of the Registrant, was merged with and into NetOptix (the "Merger").
As a result of such merger, NetOptix has become a wholly-owned subsidiary of the
Registrant and each outstanding share of common stock, $.01 par value per share,
of NetOptix (the "NetOptix Common Stock") has been converted into .90 of a share
of Common Stock. Prior to the Merger, outstanding options granted pursuant to
the Plans were exercisable for shares of NetOptix Common Stock. Pursuant to the
Merger, the Registrant assumed the outstanding stock options granted under the
Plans (whether vested or unvested) and, following the Merger, each such stock
option constitutes an option (a "Substitute Option") to acquire shares of Common
Stock. Substitute Options generally have the same terms and conditions as were
applicable to the predecessor options prior to the Merger, with the number of
shares subject to each Substitute Option and the exercise price thereof being
adjusted to take account of the Merger in the manner contemplated by Section
424(a) of the Internal Revenue Code of 1986, as amended.
____________________________________________________________
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended (the "Securities Act"), and the "Note" to
Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with or furnished to
the Securities and Exchange Commission (the "Commission") by the
Registrant, under Commission File No. 1-3247, are incorporated herein by
reference and made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1999, as amended by Amendment No. 1 on Form 10-K/A filed on March
8, 2000 and by Amendment No. 2 on Form 10-K/A filed on April 7,
2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report on
form 10-K referred to in clause (a) above, including the
Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 2000; and the Registrant's Current Reports on Form 8-K,
dated January 11, 2000, January 24, 2000, January 26, 2000,
February 14, 2000, February 17, 2000, February 22, 2000, March
29, 2000, April 20, 2000,
April 24, 2000 and May 3, 2000; the Registrant's Current Report
on Form 8-K/A dated April 17, 2000; and
(c) Registration Statement on Form 8-A filed by the Registrant with
the Commission under the Exchange Act on July 11, 1996.
<PAGE>
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of
this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement,
except as so modified or superseded.
Item 5. Interests of Named Experts and Counsel.
William D. Eggers, Esq., Senior Vice President and General Counsel of
Corning, has rendered an opinion as to the legality of the shares of the
Common Stock offered hereby. Mr. Eggers owns substantially less than 1% of
the Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 722 and 723 of the Business Corporation Law of the State of
New York (the "BCL") provide that a corporation may indemnify its current
and former directors and officers under certain circumstances. 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 fullest extent
permitted by, and consistent with, the BCL.
Section 402(b) of the BCL provides that a corporation may include a
provision in its certificate of incorporation limiting the liability of its
directors to the corporation or its shareholders for damages for violation
of law or receipt of an improper personal benefit or for certain illegal
dividends, loans or stock repurchases. Paragraph 7 of the Registrant's
Restated Certificate of Incorporation contains such a provision.
Item 8. Exhibits.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
5.1 Opinion of William D. Eggers, Esq., Senior Vice President and
General Counsel of the Registrant, as to the legality of the
securities being registered.
<PAGE>
23.1 Consent of Mr. Eggers (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of attorney (previously filed as exhibit 24.1 to the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-32714) and incorporated herein by reference).
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;
(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
aggregate, represent a fundamental change in the information set forth
in this 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 this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if 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 Exchange Act that are incorporated by reference in this Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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 the time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Corning Incorporated, a New York corporation, certifies that it has reasonable
grounds to believe it meets all the requirements for filing on Form S-8, and has
duly caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Corning, State of New
York, on the 26th day of May, 2000.
CORNING INCORPORATED
(Registrant)
By: /s/ William D. Eggers
William D. Eggers
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below on May 26, 2000 by the following
persons in the capacities indicated:
Name and Signature Title
/s/ Roger G. Ackerman Chairman of the Board, Principal
(Roger G. Ackerman) Executive Officer and Director
/s/ James B. Flaws Senior Vice President and
(James B. Flaws) Principal Financial Officer
/s/ Katherine A. Asbeck Vice President, Controller and
(Katherine A. Asbeck) Principal Accounting Officer
* Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(John H. Foster)
<PAGE>
Name and Signature Title
* Director
(Norman E. Garrity)
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
* Director
(James R. Houghton)
Director
(James W. Kinnear)
* Director
(John W. Loose)
* Director
(James J. O'Connor)
* Director
(Catherine A. Rein)
* Director
(Deborah D. Rieman)
* Director
(H. Onno Ruding)
* Director
(William D. Smithburg)
By: /s/ William D. Eggers
(William D. Eggers)
(Attorney-in-fact)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of William D. Eggers, Esq., Senior Vice President
and General Counsel of the Registrant, as to the legality of
the securities being registered.
23.1 Consent of Mr. Eggers (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of attorney (previously filed as exhibit 24.1 to the
Registrant's Registration
Statement on Form S-4 (Registration No. 333-32714) and
incorporated herein by reference).
<PAGE>
Corning Incorporated William D. Eggers
One Riverfront Plaza
Corning, New York 14831 Senior Vice President
and General Counsel
607-974-5656
fax 607-974-8656
Exhibit 5.1
May 26, 2000
To the Board of Directors of
Corning Incorporated
Gentlemen:
I am Senior Vice President and General Counsel of Corning Incorporated, a
New York corporation ("Corning"), and am familiar with the preparation and
filing of Post-Effective Amendment No. 1 on Form S-8 (the "Amendment") to a
Registration Statement on Form S-4 under the Securities Act of 1933, as amended,
with respect to an aggregate of 739,080 shares of Corning Common Stock, par
value $.50 per share, which may be issued and sold by Corning pursuant to
certain stock option plans (the "Plans") of NetOptix Corporation, a wholly-owned
subsidiary of Corning.
In this connection, I have examined the originals, or copies certified to
my satisfaction, of such corporate records of Corning, certificates of public
officials and officers of Corning, and other documents as I deemed pertinent as
a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1. Corning is a corporation duly incorporated and validly existing under
the laws of the State of New York;
2. The shares of Corning Common Stock to be issued and sold by Corning
pursuant to the Plans, when issued or sold in accordance with the
Plans, will be duly authorized, validly issued, fully paid and non-
assessable;
3. The Plans are not subject to the provisions of the Employee Retirement
Income Security Act of 1974.
I hereby consent to the filing of this opinion as an exhibit to the
Amendment and further consent to the use of my name in "Interests of Named
Experts and Counsel" in the Amendment.
Very truly yours,
/s/ William D. Eggers
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement (No. 333-32714) of our report dated February 2,
2000, except for Note 18, which is as of February 14, 2000, relating
to the financial statements, which appears on page 24 of Corning
Incorporated's Annual Report on Form 10-K/A for the year ended
December 31, 1999. We also consent to the application of such report
to the financial statement schedule appearing on page 54 of the Form
10-K/A when such schedule is read in conjunction with the financial
statements referred to in our report.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
May 25, 2000
