<PAGE>
As filed with the Securities and Exchange Commission on July 12, 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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RIVERFRONT PLAZA
CORNING, NEW YORK 14831
(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
(Name, address including zip code, and telephone number,
including area code of agent for service)
TELEPHONE: (607) 974-9000
FAX: (607) 974-8656
---------------------------------
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 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/
<PAGE>
2
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
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered Per Share (1) Offering Price Fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.50 par value) 2,356,674 shs. $252.10 $594,117,516 $156,848
</TABLE>
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee based on the closing price of the Registrant's Common
Stock on the New York Stock Exchange on July 10, 2000.
----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
CORNING INCORPORATED
2,356,676 Shares of Common Stock
($.50 par value)
---------------
Our Common Stock is listed
on the New York Stock Exchange
---------------
Of the 2,356,676 shares of common stock offered by this prospectus,
2,016,755 shares were initially issued by us in connection with our acquisition
of IntelliSense Corporation and up to 339,921 shares are to be issued on or
before February 28, 2002 to the extent that specific performance objectives are
met. In connection with the acquisition, we have agreed to register the shares
of our common stock offered by this prospectus. We will not receive any of the
proceeds from the sale of the shares by the selling shareholders.
Our common stock is listed on the New York Stock Exchange under the
symbol "GLW." On July 10, 2000, the closing price of our common stock, as
reported on the New York Stock Exchange, was $245.50 per share.
The selling shareholders or their pledgees, donees, transferees or
other successors in interest may sell all or a portion of the shares from
time to time on one or more stock exchanges, in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
current market price, or in negotiated transactions.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is ____________, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
2
<TABLE>
<S> <C>
Forward-Looking Statements 2
Corning Incorporated 2
Selling Shareholders 3
Plan of Distribution 4
Description of Corning Capital Stock 5
Legal Matters 7
Experts 7
Where You Can Find More Information 8
</TABLE>
FORWARD-LOOKING STATEMENTS
Statements included in this prospectus and in the documents we
incorporate by reference which are not historical facts are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements describe a number of risks, uncertainties and other
factors that could cause results to differ materially, as discussed in the
documents we incorporate by reference. These statements appear in the sections
of our Securities and Exchange Commission document filed with the Securities and
Exchange Commission captioned "Business," "Risk Factors," and "Management's
Discussion and Analysis."
CORNING INCORPORATED
We trace our origins to a glass business established in 1851. The
present corporation was incorporated in the State of New York in December 1936,
and our name was changed from Corning Glass Works to Corning Incorporated on
April 28, 1989.
We are a global, technology-based corporation that operates in three
broadly based operating business segments:
- Telecommunications
- Advanced Materials
- Information Display
The Telecommunications Segment produces optical fiber and cable,
optical hardware and equipment and photonic components for the worldwide
telecommunications industry. The Advanced Materials Segment manufactures
specialized products with unique properties for customer applications utilizing
glass, glass ceramic and polymer technologies. Businesses within this segment
include environmental products, science products, semiconductor materials and
optical and lighting products. The Information Display Segment manufactures
glass panels and funnels for television and computer displays, projection video
lens assemblies and liquid-crystal display glass for flat panel displays.
<PAGE>
3
Our principal office is located at One Riverfront Plaza, Corning, New
York 14831. Our telephone number is (607) 974-9000.
SELLING SHAREHOLDERS
The selling shareholders listed in the following table have told us
that they wish to be able to sell all of their shares of our common stock which
they acquired or may acquire in connection with our acquisition of IntelliSense
Corporation. The selling shareholders will determine from time to time the
number of shares they will sell. The amount of shares they will sell will depend
upon a number of different factors including the price of our common stock from
time to time. The following table includes information as of June 30, 2000
concerning the selling shareholders' beneficial ownership of shares of our
common stock. No selling shareholder now owns more than 1% of our outstanding
common stock. Information about the beneficial ownership of our shares prior to
this offering has been given to us by the selling shareholders.
<TABLE>
<CAPTION>
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
SHARES
WHICH MAY SHARES WHICH SHARES WHICH
SHARES BE MAY BE OWNED MAY BE
PRESENTLY PRESENTLY PURSUANT TO OFFERED AFTER
NAME AND POSITION ADDRESS OWNED OFFERED EARN-OUT EARN-OUT
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Fariborz Maseeh c/o IntelliSense Corporation 1,891,368 1,891,368 318,787 318,787
President of IntelliSense 36 Jonspin Road
Corporation Wilmington, MA 01887
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
James Marchetti c/o IntelliSense Corporation 4,781 4,781 805 805
Business Development 36 Jonspin Road
Manager of IntelliSense Wilmington, MA 01887
Corporation
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
Gennady Napadensky c/o IntelliSense Corporation 42,504 42,504 7,164 7,164
Senior Scientist of 36 Jonspin Road
IntelliSense Corporation Wilmington, MA 01887
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
Yie He c/o IntelliSense Corporation 76,507 76,507 12,895 12,895
Manager Software Unit 36 Jonspin Road
of IntelliSense Corporation Wilmington, MA 01887
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
Betsy LaButti c/o IntelliSense Corporation 1,593 1,593 268 268
Controller of IntelliSense 36 Jonspin Road
Corporation Wilmington, MA 01887
------------------------------ ---------------------------------- ------------- ------------- -------------- ---------------
</TABLE>
The selling shareholders acquired an aggregate of 2,016,753 shares of
our common stock when we acquired IntelliSense Corporation pursuant to the
Agreement and Plan of Merger dated as of May 19, 2000 between IntelliSense,
Iroquois Merger Sub, Inc. and Corning. The selling shareholders have the right
to acquire up to an additional 339,921 shares over a period of time ending on
February 28, 2002 to the extent that the performance of IntelliSense meets
certain specified manufacturing or production objectives.
Prior to our acquisition of IntelliSense Corporation, the selling
shareholders held the positions indicated in the preceding table. They remain
in such positions following the acquisition.
<PAGE>
4
PLAN OF DISTRIBUTION
We will not receive any proceeds from the sale of the shares. The
common stock may be sold from time to time by the selling shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on one or more 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 common stock
may be sold in one or more of the following types of transactions:
(a) a block trade in which a selling shareholder will engage a
broker-dealer who will then attempt to sell the common stock, or position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of such
exchange; and
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sale, broker-dealers engaged by the
selling shareholders may arrange for other broker-dealers to participate in the
resales.
In connection with distributions of the common stock or otherwise, the
selling shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the common stock in the course of hedging the positions they assume with selling
shareholders. The selling shareholders may also sell common stock short and
redeliver the common stock to close out such short positions. The selling
shareholders may also enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the common
stock, which the broker-dealer may resell or otherwise transfer pursuant to this
prospectus. The selling shareholders may also loan or pledge common stock to a
broker-dealer and the broker-dealer may effect sales of the pledged common stock
pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling shareholders in amounts
to be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 may be sold in an
unregistered transaction under Rule 144 rather than pursuant to this prospectus.
We will bear all of the costs and expenses of registering under the
Securities Act the sale of the common stock offered by this prospectus.
Commissions and discounts, if any, attributable to the sales of the common stock
will be borne by the selling shareholders.
We have agreed to indemnify the selling shareholders against certain
liabilities in connection with the offering of the common stock, including
liabilities arising under the Securities Act. We and the selling shareholders
have agreed to indemnify certain persons including broker-dealers or agents
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
In order to comply with the securities laws of various states, if
applicable, sales of the common stock made in those states will only be made
through registered or licensed brokers or dealers. In addition, some states do
not allow the securities to be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with by us and the
selling shareholders.
Under applicable rules and regulations of the Exchange Act, any person
engaged in the distribution of the common stock may not simultaneously engage in
market-making activities with respect to our common stock for a period of up to
five business days prior to the commencement of such distribution. In addition
to those restrictions, each selling shareholder will be subject to the Exchange
Act and the rules and regulations under the Exchange Act, including, Regulation
M and Rule 10b-7, which provisions may limit the timing of the purchases and
sales of our securities by the selling shareholders.
DESCRIPTION OF CORNING CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
Corning's authorized capital stock consists of 1,200,000,000 shares of
common stock, $.50 par value, and 10,000,000 shares of preferred stock, $100 par
value.
COMMON STOCK
As of June 30, 2000, there were 293,709,526 outstanding shares of
Corning common stock held by approximately 17,500 holders of record. The holders
of Corning common stock are entitled to one vote for each share on all matters
submitted to a vote of shareholders and do not have cumulative voting rights.
The Corning board of directors is classified into three classes of approximately
equal size, one of which is elected each year. Accordingly, holders of a
majority of the Corning common stock entitled to vote in any election of
directors may elect all of the directors standing for election. The holders of
Corning common stock are entitled to share ratably in all assets of Corning
which are legally available for distribution, after payment of all debts and
other liabilities and subject to the prior rights of any holders of Corning
preferred stock then outstanding. The current quarterly cash dividend of Corning
common stock is $.18 per share of common stock. The continued declaration of
dividends by the Corning board of directors is subject to the current and
prospective earnings, financial condition and capital requirements of Corning
and any other factors that the Corning board of directors deems relevant. The
holders of Corning common stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Corning common stock are fully paid
and nonassessable. The rights, preferences and privileges of holders of Corning
common stock are subject to the rights of the holders of shares of any series of
Corning preferred stock which Corning may issue in the future.
PREFERRED STOCK
Corning has designated 2,400,000 shares of its preferred stock as
Series A junior participating preferred stock and 316,822 shares as Series B
convertible preferred stock. As of June 30, 2000, there
<PAGE>
5
were 95,011 outstanding shares of Series B preferred stock, held exclusively by
the trustee of Corning's existing employee investment plans. No other Corning
preferred stock is outstanding. Series A preferred stock is reserved for
issuance upon exercise of the rights distributed to the holders of Corning
common stock pursuant to the Corning rights agreement referred to below.
The Corning board of directors has the authority, without further
shareholder approval, to create other series of preferred stock, to issue shares
of preferred stock in such series up to the maximum number of shares of the
relevant class of preferred stock authorized, and to fix the dividend rights and
terms, conversion rights and terms, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences and
limitations applicable to each such series of Corning preferred stock. The
purpose of authorizing the Corning board of directors to determine such rights
and preferences is to eliminate delays associated with a shareholder vote on
specific issuances. The issuance of Corning preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of
holders of Corning common stock and, under certain circumstances, make it more
difficult for a third party to gain control of Corning.
RIGHTS AGREEMENT
Corning has adopted a Rights Agreement, dated as of June 5, 1996, which
provides for the issuance of one right to the holder of each share of Corning
common stock. Ten days after any person or group acquires or announces its
intention to acquire 20% or more of the outstanding Corning stock, each Corning
right will entitle the holder, other than the acquiring person or group, to
purchase one one-hundredth of a share of Series A preferred stock, at an
exercise price of $125 subject to certain antidilution adjustments.
If a person or group announces its intention to acquire 20% or more of
the outstanding Corning common stock or if Corning is acquired in a merger or
other business combination or sells 50% or more of its assets or earning power,
each Corning right, other than a Corning right beneficially owned by the
acquiring person or group, which will be void, will entitle the holder to
purchase, at the exercise price, common stock of the acquiring person or group
having a current market value of two times the exercise price of the right.
Prior to a person or group acquiring 50% or more of the outstanding Corning
common stock, the Corning board of directors may also elect to issue a share of
Corning common stock in exchange for each Corning right, other than Corning
rights held by the acquiring person or group.
The Corning rights expire on July 15, 2006, unless this expiration date
is extended or the Corning rights are exchanged or redeemed by Corning before
such date. Prior to an announcement by a person or group of its intent to
acquire 20% or more of the outstanding Corning common stock, Corning may redeem
the Corning rights in whole, but not in part, for $.01 per Corning right, or it
may amend the Corning rights agreement in any way without the consent of the
holders of the Corning rights.
INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS
Sections 722 and 723 of the Business Corporation Law of the State of
New York provide that a corporation may indemnify its current and former
directors and officers under certain circumstances.
<PAGE>
6
Corning's bylaws provide that it shall indemnify each director and officer
against all costs and expenses actually and reasonably incurred by him in
connection with the defense of any action or proceeding against him or related
appeal by reason of his being or having been a director or officer of Corning to
the full extent permitted by the Business Corporation Law.
Section 402(b) of the Business Corporation Law 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 the breach of any duty, except for a breach involving intentional
misconduct, bad faith, a knowing violation of law or receipt of an improper
personal benefit or for certain illegal dividends, loans or stock repurchases.
Corning's restated certificate of incorporation provides that its directors'
liability is limited to the extent permitted by the Business Corporation Law.
TRANSFER AGENT AND REGISTER
The transfer agent and registrar for the Corning common stock is
Computershare Investor Services LLC in Chicago, Illinois.
LEGAL MATTERS
The validity of the shares of our common stock is being passed on for
us by William D. Eggers, Esq., Senior Vice President and General Counsel of
Corning Incorporated. Mr. Eggers owns substantially less than 1% of the
outstanding shares of our common stock.
EXPERTS
The consolidated financial statements of Corning Incorporated
incorporated in this prospectus by reference to Corning Incorporated's 1999
Annual Report on Form 10-K for the year ended December 31, 1999, as amended,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Corning is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission. The reports,
proxy statements and other information filed by Corning with the Commission can
be viewed electronically through the Commission's Electronic Data Gathering,
Analysis and Retrieval (EDGAR) system. The Commission maintains a World Wide Web
site at HTTP://WWW.SEC.GOV that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Copies can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
<PAGE>
7
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials also can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Information
regarding the Public Reference Room may be obtained by calling the Commission at
(800) 732-0330. Corning common stock is listed on the New York Stock Exchange.
Reports and other information concerning Corning may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Corning has filed with the Commission a registration statement on Form
S-3 under the Securities Act with respect to the shares of Corning common stock
issued in its acquisition of IntelliSense Corporation. This prospectus does not
contain all the information set forth in the registration statement, selected
portions of which are omitted in accordance with the rules and regulations of
the Commission. For further information with respect to Corning and the Corning
common stock, reference is made to the registration statement (including its
exhibits).
The Commission allows us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
be referring you to another document filed separately with the Commission.
Statements contained in this prospectus or in any document incorporated by
reference in this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document (if
any) filed as an exhibit to the registration statement or such other document,
each such statement being qualified in all respects by such reference. The
information incorporated by reference is deemed to be part of this prospectus.
This prospectus incorporates by reference the documents set forth below that
Corning has previously filed with the Commission. These documents contain
important information about Corning and its finances.
<TABLE>
<CAPTION>
CORNING FILINGS (FILE NO. 1-03247) PERIOD
<S> <C>
Annual Report on Form 10-K....................................Year ended December 31, 1999
Amended Annual Report on Form 10-K/A..........................Year ended December 31, 1999
Amended Annual Report on Form 10-K/A..........................Year ended December 31, 1999
Quarterly report on Form 10-Q.................................Quarter ended March 31, 2000
Registration Statement on Form 8-A............................Filed On July 11, 1996
Current Reports on Form 8-K...................................Filed on January 11, 2000
Filed on January 24, 2000
Filed on January 26, 2000
Filed on February 15, 2000
Filed on February 17, 2000
</TABLE>
<PAGE>
8
<TABLE>
<S> <C>
Filed on February 22, 2000
Filed on March 29, 2000
Filed on April 20, 2000
Filed on April 25, 2000
Filed on May 3, 2000
Current Report on Form 8-K/A..................................Filed on April 17, 2000
</TABLE>
All documents and reports subsequently filed by Corning pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the date
of this prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference in this prospectus and to be a part hereof from
the date of filing of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus 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, except as so modified or superseded, to
constitute a part of this prospectus.
This prospectus incorporates important business and financial
information about Corning that is not included in or delivered with this
prospectus. Documents incorporated by reference which are not presented herein
or delivered herewith (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference) are available to any
person, including any beneficial owner, to whom this prospectus is delivered, on
written or oral request, without charge to Corning Incorporated, One Riverfront
Plaza, Corning, New York 14831 (telephone number (607) 974-9000), Attention:
Secretary.
<PAGE>
II-1
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by Corning
Incorporated (the "Company") in connection with the issuance and distribution of
the securities, other than underwriting discounts and commissions. The Company
will bear all of such expenses. All the amounts shown are estimates, except the
registration fee.
<TABLE>
<S> <C>
Registration Fee ............................................................... $156,848
Legal Fees...................................................................... $ 8,000
Fees and expenses of accountants................................................ $ 5,000
Printing Fees................................................................... $ 5,000
Miscellaneous................................................................... $ 5,000
Total........................................................................... $179,848
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 722 and 723 of the Business Corporation Law of the State of
New York ("BCL") provide that a corporation may indemnify its current and former
directors and officers under certain circumstances. Article VIII of the
Company's By-Laws provides that the Company 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 Company
to the full 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 the breach of
any duty, except for a breach involving intentional misconduct, bad faith, a
knowing violation of law or receipt of an improper personal benefit or for
certain illegal dividends, loans or stock repurchases. Paragraph 7 of the
Company's Restated Certificate of Incorporation contains such a provision.
For the undertaking in relation to indemnification, please see Item 17
below.
<PAGE>
II-2
Item 16. Exhibits.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger dated as of May 19, 2000, by and
between the Company, Iroquois Merger Sub, Inc. and
IntelliSense Corporation.
3.1 Restated Certificate of Incorporation of the Company, dated
April 24, 1997 (incorporated by reference to Exhibit 3(i) of
the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998).
3.2 Certificate of Amendment dated April 27, 2000 to the Restated
Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) of the registrant's Current Report
on Form 8-K dated May 3, 2000)
3.3 By-laws of the Company (incorporated by reference to Exhibit
3(ii) to the registrant's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1998).
4.1 Form of Common Stock Certificate of the Company (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)).
4.2 Rights Agreement, dated as of June 5, 1996, between the
Company and Harris Trust and Savings Bank, as rights agent
(incorporated by reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated July 10, 1996).
4.3 Form of Preferred Share Purchase Right of the Company (included in
Exhibit 4.2).
5.1 Opinion of Counsel as to the legality of shares registered.
23.1 Consent of William D. Eggers, Esq. (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
<PAGE>
II-3
ITEM 17. 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 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 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 (i) and (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 Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in the
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 post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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 BONA FIDE offering thereof.
<PAGE>
II-4
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of a registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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 against the registrant for
indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or
controlling person of such 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
herein, 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 such Act and will be
governed by the final adjudication of such issue.
<PAGE>
II-5
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 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:
NAME AND SIGNATURE TITLE
------------------ -----
/s/ ROGER G. ACKERMAN
----------------------- Chairman of the Board, Principal
(Roger G. Ackerman) 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 and
(Katherine A. Asbeck) Principal Accounting Officer
*
---------------------- Director
(John Seely Brown)
*
----------------------- Director
(John H. Foster)
*
---------------------- Director
(Norman E. Garrity)
*
---------------------- Director
(Gordon Gund)
*
---------------------- Director
(John M. Hennessy)
<PAGE>
II-6
NAME AND SIGNATURE TITLE
------------------ -----
*
---------------------- 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)
