<PAGE>
As filed with the Securities and Exchange Commission on July 12, 2000
Registration No. - 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C> <C>
New York Corning, New York 14831 16-0393470
(State or other jurisdiction (Address of Principal (Zip Code) (I.R.S. Employer
of incorporation or organization) executive offices) Identification No.)
</TABLE>
INTELLISENSE CORPORATION
1994 INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
(Full Title of the plan)
----------------------------
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of Securities Amount being offering price aggregate registration
being registered (1) registered per share offering price (2) fee
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
Par Value
$.50 per share 656,087 shares $252.10 $165,399,533 $43,666
------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock as may be required
in the event of an adjustment as a result of an increase in the number of issued
shares of Common Stock resulting from certain stock dividends or a
reclassification of the Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee.
------------------------------------------------------------
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-2-
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.
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.
<PAGE>
-3-
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.
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.
23.1 Consent of Mr. Eggers (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
<PAGE>
-4-
(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.
(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>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Corning Incorporated, a New York corporation, certifies that it has
reasonable grounds to believe it meets all the requirements for filing on Form
S-8, and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Corning, State of
New York, on the 12th day of July, 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
Registration Statement has been signed below on July 12, 2000 by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<S> <C>
/s/ ROGER G. ACKERMAN Chairman of the Board, Principal
----------------------------------- Executive Officer and Director
(Roger G. Ackerman)
/s/ JAMES B FLAWS Executive Vice President and
----------------------------------- Principal Financial Officer
(James B. Flaws)
/s/ KATHERINE A. ASBECK Vice President, Controller and
----------------------------------- Principal Accounting Officer
(Katherine A. Asbeck)
* Director
-----------------------------------
(John Seely Brown)
* Director
-----------------------------------
(John H. Foster)
* Director
-----------------------------------
(Norman E. Garrity)
* Director
-----------------------------------
(Gordon Gund)
</TABLE>
<PAGE>
-6-
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<S> <C>
Director
-----------------------------------
(John M. Hennessy)
* Director
-----------------------------------
(James R. Houghton)
* 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)
</TABLE>
<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.
24.1 Powers of attorney
