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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
December 12, 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)
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 12, 2000, Corning Incorporated purchased all the shares of the
capital stock of Optical Technologies USA Corp., a Delaware corporation. The
acquisition was effected pursuant to the terms of a Stock Purchase Agreement
dated as of September 26, 2000, between Corning Incorporated, a New York
corporation and Pirelli Cavi e Systemi S.p.A. a corporation organized under the
laws of the Republic of Italy, Optical Technologies The Netherlands B.V., a
corporation organized and existing under the laws of the Kingdom of the
Netherlands and Pirelli S.p.A., a corporation organized under the laws of the
Republic of Italy (collectively, "Pirelli"), whereby Corning acquired a 90%
interest in Pirelli's optical components and devices businesses for
approximately $3.6 billion in cash. The Pirelli acquisition was funded with cash
proceeds from Corning's public offering of its common stock and its zero coupon
convertible debentures in November 2000. In a separate transaction, on December
12, 2000, pursuant to the terms of a Stock Purchase Agreement dated December 8,
2000, between Corning and Cisco Systems, Inc., Corning acquired the remaining
10% interest in said businesses from Cisco for 5,473,684 shares of Corning
Common Stock. For a description of how the consideration was determined, see
Exhibits 2(a) and 2(b) filed herewith and incorporated herein by reference.
On December 12, 2000, Corning issued a press release, which is filed herewith as
Exhibit 99 and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The submission of financial statements of the businesses acquired from Pirelli
and Cisco within the 15-day period as required by the Securities Exchange Act of
1934, as amended, is impracticable. Corning expects to file the required
financial information with a Current Report on Form 8-K no later than February
26, 2001.
(c) Exhibits.
Exhibit 2(a)- Stock Purchase Agreement dated as of
September 26, 2000, between Corning Incorporated and
Pirelli Cavi e Systemi S.p.A., Optical Technologies The
Netherlands B.V. and Pirelli S.p.A.
Exhibit 2(b)- Stock Purchase Agreement dated as of December 8,
2000, between Corning Incorporated and Cisco Systems, Inc.
Exhibit 99 - Press Release of Corning Incorporated.
Page 2 of 4 Pages
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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/ A. John Peck, Jr.
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A. John Peck, Jr.
Vice President and Secretary
Dated: December 22, 2000
Page 3 of 4 Pages
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EXHIBIT INDEX
Exhibit No. Description
2(a) Stock Purchase Agreement dated September 26, 2000, between
Corning Incorporated and Pirelli Cavi e Systemi S.p.A., Optical
Technologies The Netherlands B.V. and Pirelli S.p.A.
2(b) Stock Purchase Agreement dated December 8, 2000, between Corning
Incorporated and Cisco Systems, Inc.
99 Press Release of Corning Incorporated dated December
12, 2000.
Page 4 of 4 Pages
