As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 333-41244
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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
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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]
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. [ ]
<PAGE>
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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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
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Common Stock ($.50 par value) 2,356,674 shs.(2) $252.10 $594,117,516 $156,848
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</TABLE>
(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.
(2) Pursuant to Rule 416(a) of the Securities Act of 1933, this includes such
indeterminate number of shares as may be issued by reason of any stock
split, stock dividend, recapitalization or similar transaction effected
without the receipt of consideration which results in an increase in the
number of outstanding shares of the Registrant's Common Stock.
----------------------------
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>
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 Post-Effective Amendment No. 1 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 11th day of
January, 2001.
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
Post-Effective Amendment No. 1 to Registration Statement has been signed below
on January 11, 2001 by the following persons in the capacities indicated:
Name and Signature Title
/s/ JOHN W. LOOSE Principal Executive Officer
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(John W. Loose) and Director
/s/ JAMES B. FLAWS Executive Vice President, Principal
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(James B. Flaws) Financial Officer and Director
/s/ KATHERINE A. ASBECK Senior Vice President, Controller
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(Katherine A. Asbeck) and Principal Accounting Officer
* Chairman of the Board
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(Roger G. Ackerman)
* Director
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(John Seely Brown)
* Director
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(John H. Foster)
* Director
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(Norman E. Garrity)
* Director
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(Gordon Gund)
* Director
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(John M. Hennessy)
<PAGE>
Name and Signature Title
* Director
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(James R. Houghton)
* Director
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(John W. Loose)
* Director
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(James J. O'Connor)
* Director
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(Catherine A. Rein)
Director
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(Deborah D. Rieman)
* Director
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(H. Onno Ruding)
* Director
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(William D. Smithburg)
Director
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(Peter F. Volanakis)
Director
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(Wendell P. Weeks)
*By: /s/ WILLIAM D. EGGERS
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(William D. Eggers)
(Attorney-in-fact)
