3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 27, 2000
(Date of earliest event reported)
Corning Incorporated
(Exact name of Registrant as specified in its charter)
New York 1-3247 16-0393470
(State of (Commission (IRS Employer
Incorporation) File No.) Identification No.)
One Riverfront Plaza, Corning, New York 14831
(Address of principal executive offices)
(607) 974-9000
(Registrant's telephone number)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
On April 28, 2000 Corning Incorporated filed with the Secretary of State of the
State of New York a Certificate of Amendment dated April 27, 2000 of its
Certificate of Incorporation.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 3(i) - Certificate of Amendment dated April 27, 2000 of
Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CORNING INCORPORATED
By: /s/ M. Ann Gosnell
M. Ann Gosnell
Assistant Secretary
Dated: May 3, 2000
Exhibit No. Description
3(i) Certificate of Amendment dated April 27, 2000 of Certificate
of Incorporation
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Exhibit 3(i)
________________________________________________________________________________
________________________________________________________________________________
CORNING INCORPORATED
____________
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
Under Section 805 of the Business Corporation Law
____________
April 27, 2000
________________________________________________________________________________
________________________________________________________________________________
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CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION
OF
CORNING INCORPORATED
Under Section 805 of the Business Corporation Law
___________
We, Roger G. Ackerman and A. John Peck, Jr., being, respectively, the
Chairman and the Secretary of Corning Incorporated, a corporation organized
under the laws of the State of New York, DO HEREBY CERTIFY as follows:
FIRST: The name of the Corporation is Corning Incorporated. The
Corporation was formed under the name Corning Glass Works.
SECOND: The Certificate of Incorporation of the Corporation (being the
Preliminary Certificate of Consolidation Forming the Corporation) was filed in
the office of the Secretary of State of the State of New York on December 24,
1936.
THIRD: The said Certificate of Incorporation, as heretofore amended, is
hereby amended pursuant to Section 801(b) of the Business Corporation Law to:
(i) change the number of the authorized shares of Common Stock by
effecting an increase in such number of shares of Common Stock, which the
Corporation shall have authority to issue, from 500,000,000 shares to
1,200,000,000 shares; and
(ii) rescind the designation of 4,683,710 shares of Series Preferred
Stock as Series C 6% Cumulative Convertible Preferred Stock ("Series C Preferred
Stock"). The total number of authorized shares of Series Preferred Stock will
not change as a result of such rescission. There are no authorized shares of
Series C Preferred Stock outstanding. No shares of Series C Preferred Stock
will be issued in the future. Following the effectiveness of this amendment of
the Certificate of Incorporation of the Corporation, there will be no shares of
Series C Preferred Stock authorized.
FOURTH: The text of the first sentence of Paragraph 4 of the Certificate
of Incorporation of the Corporation, as heretofore amended and restated, which
sets forth the number of authorized shares, is hereby amended to read as
follows:
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"4. The total number of shares which the Corporation may henceforth have
is 1,210,000,000, of which 10,000,000 shares are to have a par value of $100
each and 1,200,000,000 are to have a par value of $.50 each, which shares shall
be classified as follows:
10,000,000 shares, of the par value of $100 each, are to be Series
Preferred Stock; and
1,200,000,000 shares, of the par value of $.50 each, are to be Common
Stock."
FIFTH: Paragraph 4C of the Certificate of Incorporation of the
Corporation, as heretofore amended and restated, which sets forth the
designation, relative rights, preferences and limitations of the Series C
Preferred Stock, is hereby deleted in its entirety.
SIXTH: This amendment of the Certificate of Incorporation of the
Corporation was authorized by resolutions duly adopted by the Board of Directors
of the Corporation at meetings duly called and held on February 2, 2000 and
April 27, 2000, at which a quorum was present and acting throughout, and by a
resolution duly adopted by the holders of a majority of the outstanding shares
of the Corporation's Common Stock and Series B Cumulative Convertible Preferred
Stock voting as one class at a meeting thereof duly called and held on April 27,
2000, at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, we have signed this certificate this 27th day of April,
2000.
ROGER G. ACKERMAN
Chairman
A. JOHN PECK, JR.
Secretary
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STATE OF NEW YORK )
) ss:
COUNTY OF STEUBEN )
Roger G. Ackerman and A. John Peck, Jr., being severally duly sworn, say,
and each of himself says, that the said Roger G. Ackerman is the Chairman and
the said A. John Peck, Jr. is the Secretary of Corning Incorporated; which is a
corporation organized under the laws of the State of New York and is the
corporation described in the foregoing Certificate; that they have read the said
Certificate and know the contents thereof and that the same is true to their own
knowledge.
ROGER G. ACKERMAN
Chairman
A. JOHN PECK, JR.
Secretary
Subscribed and sworn to before
me this 27th day of April, 2000
/s/ Maria A. Feldman
Notary Public
Maria A. Feldman
Notary Public, State of New York
Chemung County, No. 01FE4999311
Commission Expires May 11, 2000
