<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2000
REGISTRATION NO. 333-
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 16-0393470
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WILLIAM D. EGGERS
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
CORNING INCORPORATED
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(607) 974-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
ROBERT M. THOMAS, Jr. STEPHEN T. GIOVE
SULLIVAN & CROMWELL SHEARMAN & STERLING
125 BROAD STREET 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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 (the "Securities Act") 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. /X/ 333-44328;
333-44328-01.
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. / /
<TABLE>
<CAPTION>
===============================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(3) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Convertible Debt Securities
and Common Stock (4) $800,000,000 100% $800,000,000 $211,200
===============================================================================================================================
</TABLE>
(1) In United States dollars.
(2) Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
(3) Such amount represents the offering price of any Common Stock and
the principal amount of the convertible debt securities if issued at their
principal amount or the issue price, rather than the principal amount, of the
convertible debt securities if issued at an original issue discount.
(4) Includes common stock issuable upon exercise of convertible debt
securities.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-3 filed by Corning Incorporated and Corning Finance B.V.
with the Securities and Exchange Commission (File Nos. 333-44328 and
333-44328-01) pursuant to the Securities Act of 1933, as amended, and
declared effective on September 1, 2000 is incorporated by reference into
this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of 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 October 18, 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 by the following persons on
October 18, 2000, in the capacities indicated.
SIGNATURE CAPACITY
--------- --------
/s/ ROGER G. ACKERMAN
----------------------------------------- Chairman of the Board,
(Roger G. Ackerman) Principal Executive
Officer and Director
/s/ JAMES B. FLAWS
----------------------------------------- Executive Vice President and
(James B. Flaws) Principal Financial Officer
/s/ KATHERINE A. ASBECK
----------------------------------------- Vice President, Controller
(Katherine A. Asbeck) and Principal Accounting
Officer
________________________________________ Director
(John Seely Brown)
________________________________________ Director
(John H. Foster)
*
________________________________________ Director
(Norman E. Garrity)
*
________________________________________ Director
(Gordon Gund)
*
________________________________________ Director
(John M. Hennessy)
<PAGE>
*
________________________________________ 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)
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
5.01 Opinion of William D. Eggers, Esq.
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.02 Consent of Ernst & Young LLP, independent accountants.
23.03 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft
23.04 Consent of William D. Eggers, Esq. (included in the Exhibit
5.01)
24.01 Power of Attorney of certain directors.
