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MarketScreener Homepage  >  Equities  >  Nyse  >  Corning Incorporated    GLW

CORNING INCORPORATED

(GLW)
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Securities Registration: Employee Benefit Plan

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05/06/2019 | 04:13pm EDT

As filed with the Securities and Exchange Commission May 6, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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.)

One Riverfront Plaza

Corning, New York 14831

(Address of principal executive offices)

2019 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS

(Full title of the plan)

Linda E. Jolly

Vice President and Corporate Secretary

One Riverfront Plaza

Corning Incorporated

Corning, New York 14831

(607)974-9000

jollyle@corning.com

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

Amount

Proposed

Proposed

Title of Securities

Maximum

Maximum

Amount of

to be

Offering Price

Aggregate

to be Registered

Registered

Per Share

Offering Price

Registration Fee

Common Stock, Par Value $.50 per share

1,500,000 shares (1)

$ 31.88(2)

$ 47,820,000(2)

$ 5,795.78

(1)Includes shares issuable as awards of restricted stock, rights to acquire stock and options to purchase stock. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement will also cover any additional shares of common stock which become issuable under the 2019 Equity Plan for Non-Employee Directors by reason of any stock dividend, stock split, recapitalization or similar transaction.

(2)Estimated solely to calculate the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are calculated based upon the average of the high and low prices of the common stock of Corning Incorporated (the "Registrant") on May 3, 2019, as reported on the New York Stock Exchange.

EXPLANATORY NOTE

This registration statement on Form S-8 (this "Registration Statement") is filed for the purpose of registering 1,500,000 shares of common stock, par value $0.50 per share ("Common Stock"), of Corning Incorporated (the "Registrant") issuable as awards of shares of Common Stock, rights to acquire Common Stock or options to purchase Common Stock issued to eligible non-employee directors under the Corning Incorporated 2019 Equity Plan for Non-Employee Directors.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participating non-employee directors as specified by the Securities and Exchange Commission (the "Commission") in Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

1.Annual Report on Form 10-Kfor the fiscal year ended December 31, 2018, filed on February 10, 2019;

2.Quarterly Report on Form 10-Qfor the quarter ended March 31, 2019 filed with the SEC on May 3, 2019;

3.

Current Reports on Form 8-K filed on January 29, 2019, April 30, 2019and May 3, 2019; and

4.the description of Common Stock contained in Registrant's Registration Statement on Form S-3,No. 333-222158, filed with the Commission on December 19, 2017.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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 Registration Statement.

Item 4. Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

Linda Jolly, who is issuing the opinion of counsel on the legality of the Registrant's Common Stock offered hereby, is Vice President and Corporate Secretary of the Registrant. Ms. Jolly owns a de minimis number of shares of and other interests in the Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers

Sections 722 and 723 of the Business Corporation Law of the State of New York (the "BCL") provide that a corporation may indemnify its current and former directors and officers under certain circumstances. Section 8.4 of the Registrant's By-Laws provides that the Registrant shall indemnify each director and officer against all actual and reasonable costs and expenses 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 Registrant to the full extent permitted by, and consistent with, the BCL. The Registrant maintains policies of insurance with respect to its indemnification obligations.

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 any breach of 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 6 of the Registrant's Restated Certificate of Incorporation contains such a provision.

For the undertaking in relation to indemnification, please see Item 9 below.

Item 7. Exemption From Registration Claimed

Not Applicable

Item 8. Exhibits

INDEX TO EXHIBITS

Exhibit

Description

Number

4.1Corning Incorporated 2019 Equity Plan for Non-Employee Directors*

4.2Restated Certificate of Incorporation of Corning Incorporated, dated April 27, 2012, filed with the Secretary of State of the State of New York on April 27, 2012 (Incorporated by reference to Exhibit 3(i) 1 of Corning's Form 8-K filed on May 1, 2012).

4.3Certificate of Amendment to the Restated Certificate of Incorporation of Corning Incorporated, dated January 14, 2014, filed with the Secretary of State of the State of New York on January 14, 2014 (Incorporated by reference to Exhibit 3.1 of Corning's Form 8-K filed on January 15, 2014).

4.4Amended and Restated By-Laws of Corning Incorporated, effective as of December 7, 2015 (Incorporated by reference to Exhibit 3(ii) of Corning's Form 8-K filed December 7, 2015).

5.1Opinion of Counsel.*

23.1Consent of Independent Registered Public Accounting Firm*

23.2Consent of Counsel (included in Exhibit 5.1).*

24.1Power of Attorney is contained on the signature page of this Registration Statement.* Filed Herewith

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Corning Inc. published this content on 06 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 May 2019 20:12:11 UTC

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