II - 1
Registration No. 333-91879
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8/A
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
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.)
Corning, New York 14831
(Address of principal executive offices) (Zip Code)
______________________
CORNING INCORPORATED SUPPLEMENTAL INVESTMENT PLAN
CORNING INCORPORATED MANAGEMENT DEFERRAL PLAN
______________________
William D. Eggers
Senior Vice President
and General Counsel
Corning Incorporated
Corning, NY 14831
(607) 974-9000
(Name, address, and telephone number of agent for service)
_____________________
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 4. Description of Securities
$40,000,000 of Deferred Compensation obligations (the "Obligations") being
registered under this Registration Statement may be offered to certain eligible
employees of the Company and its subsidiaries pursuant to the Supplemental
Investment Plan and the Management Deferral Plan (the "Plans") of the Company.
The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plans
from the general assets of the Company and rank pari passu with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
The amount of compensation deferred by each participant is determined in
accordance with each participant's deferral election and the provisions of the
Plans. The Plans provide generally for the same investment options as are
available under the Company's Investment Plan. Participants may make elections
concerning where their deferral accounts are to be invested. However, the
Obligations are unfunded bookkeeping accounts, the returns on which are measured
by the performance of certain investment vehicles elected by the participants.
Participants cannot sell, assign, transfer, pledge or otherwise encumber any
Obligation. With respect to the Supplemental Investment Plan, all deferral
accounts together with earnings thereon will be payable upon retirement, death,
disability or termination of employment in a single lump sum or upon retirement
in up to five equal annual installments in accordance with the terms of such
Plan. Vested benefits under such plan may be paid earlier in the event of an
unforeseeable emergency. With respect to the Management Deferral Plan, in-
service withdrawals of deferral accounts together with earnings thereon may be
made in accordance with the election of participants in a single lump sum or in
up to five equal annual installments and all deferral accounts shall be payable
upon retirement, death, disability or termination of employment in a
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single lump sum or upon retirement in up to ten equal annual installments in
accordance with the terms of such plan. In-service withdrawals of vested
benefits under such plan may be made in the event of an unforeseeable emergency.
The Company reserves the right to amend or terminate the Plans at any time,
except that no amendment or modification shall accelerate the payment of amounts
previously deferred or provide for additional benefits.
The Obligations are not convertible into any other security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant of the Company. No trustee has been appointed
having the authority to take action with respect to the Obligations.
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 Amendment to 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 14th day of January, 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 January 14, 2000 by the
following persons 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 Senior Vice President, Treasurer and
(James B. Flaws) Principal Financial Officer
/s/ KATHERINE A. ASBECK Vice President, Controller
(Katherine A. Asbeck) and Principal Accounting Officer
* Director
(Robert Barker)
* Director
(John Seely Brown)
* Director
(John H. Foster)
* Director
(Norman E. Garrity)
* Director
(Gordon Gund)
* Director
(John M. Hennessy)
* Director
<PAGE>
(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
