As filed with the Securities and Exchange Commission on December 1, 2023
Registration No. 333-
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/23 Corning Inc./NY S-3ASR 12/01/23 5:555K Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 439K Well-Known Issuer 2: EX-5.01 Opinion of Counsel re: Legality HTML 17K 3: EX-23.01 Consent of Expert or Counsel HTML 5K 4: EX-25.01 Statement of Eligibility to Act as a Trustee HTML 40K 5: EX-FILING FEES Filing Fees Table HTML 33K
New
York | | | 16-0393470 |
(State or Other Jurisdiction of Incorporation or Organization) | | | (I.R.S.
Employer Identification Number) |
Large accelerated filer | | | ☒ | | | | | Accelerated
filer | | | ☐ | |
Non-accelerated filer | | | ☐ | | | (Do
not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ |
Emerging
growth company | | | ☐ | | | | | | |
• | debt securities; |
• | warrants to purchase our debt or equity securities; |
• | shares
of our preferred stock; |
• | depositary shares representing fractional shares of our preferred stock; and |
• | shares of our common stock. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 13, 2023 which incorporates by reference certain portions of our Definitive Proxy Statement on Schedule 14A filed on March 17, 2023 (“Annual Report on Form 10-K”); |
• | our Quarterly Reports
on Form 10-Q for the quarterly period ended March 31, 2023, filed on April 28, 2023, for the quarterly period ended June 30, 2023, filed on July 27, 2023, and for the quarterly period ended September 30, 2023, filed on October 30, 2023; |
• | our Current Reports on Form 8-K filed on May 1,
2023 (as amended by that Form 8-K/A dated June 22, 2023), May 15, 2023, June 21, 2023 and October 5, 2023 and |
• | the description of our common stock included in Exhibit 4.5 to our Form 10-K filed with the SEC on February 12,
2021 and any amendments or reports filed with the SEC for the purpose of updating the description. |
− | global economic
trends, competition and geopolitical risks, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, and related impacts on our businesses' global supply chains and strategies; |
− | changes in macroeconomic and market conditions and market volatility, including developments and volatility arising from the COVID-19 pandemic, inflation, interest rates, the value of securities and other financial assets, precious metals, oil, natural gas and other commodity prices and exchange rates (particularly between the U.S. dollar and the Japanese yen, new Taiwan dollar, euro, Chinese yuan and South Korean won), the availability of government incentives, decreases or sudden increases of consumer demand, and the impact of such changes and volatility on our financial position
and businesses; |
− | the duration and severity of the COVID-19 pandemic, and its impact across our businesses on demand, personnel, operations, our global supply chains and stock price; |
− | possible disruption in commercial activities or our supply chain due to terrorist activity, cyber-attack, armed conflict, political or financial instability, natural disasters, international trade disputes or major health concerns; |
− | loss of intellectual property due to theft, cyber-attack, or disruption to our information
technology infrastructure; |
− | ability to enforce patents and protect intellectual property and trade secrets; |
− | unanticipated disruption to Corning’s, our suppliers’ and manufacturers’ supply chain, equipment, facilities, IT systems or operations;-product demand and industry capacity; |
− | competitive products and pricing; |
− | availability and costs
of critical components, materials, equipment, natural resources and utilities; |
− | new product development and commercialization; |
− | order activity and demand from major customers; |
− | the amount and timing of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; |
− | the
amount and timing of any future dividends; |
− | the effects of acquisitions, dispositions and other similar transactions; |
− | the effect of regulatory and legal developments;-ability to pace capital spending to anticipated levels of customer demand;-our ability to increase margins through implementation of operational changes, pricing actions and cost reduction measures; |
− | rate of technology change;-adverse litigation;-product and component performance issues; |
− | retention
of key personnel; |
− | customer ability to maintain profitable operations and obtain financing to fund ongoing operations and manufacturing expansions and pay receivables when due; |
− | loss of significant customers; |
− | changes in tax laws, regulations and international tax standards; |
− | the impacts of audits by taxing authorities; and |
− | the
potential impact of legislation, government regulations, and other government action and investigations. |
• | debt securities; |
• | warrants
for the purchase of our debt or equity securities; |
• | shares of our preferred stock; |
• | depositary shares representing fractional shares of our preferred stock; and |
• | shares of our common stock. |
• | First, the trustee can enforce the rights of the holders of the debt against us if we default. There are limitations on the extent to which the trustee acts on the holder’s behalf, which we describe later under “—Default, Remedies and Waiver of Default”. |
• | Second,
the trustee performs administrative duties for us, which include sending interest payments and notices to registered holders of the debt securities. |
• | the title of the series of debt securities; |
• | any limit on the aggregate principal amount of the debt securities in the series that we may issue; |
• | the
dates on which we must make principal payments on the series; |
• | the interest rate, any original issue discount, the interest payment dates, and record dates for interest payments; |
• | the terms and conditions on which we may, at our option, call all or a portion of the series to be redeemed; |
• | the terms and conditions of any sinking fund, or any option you may have as the holder to require us to repurchase any debt securities of the series, and the prices at which such repurchases will be made; |
• | any
index or formula or other reference for determining the amount of principal, any premium or interest payable on the debt securities; |
• | the currency in which we will pay the principal, any premium and interest on the debt securities of the series, and the method, if different than that described in this prospectus, for determining any U.S. dollar equivalent of the currency for any purpose; |
• | any additions, deletions or other changes to our covenants to you with respect to the series; |
• | any additions, deletions or other changes
to events which are Events of Default and the terms on which our obligations to pay principal, premium, if any, and interest to you are accelerated, and other remedies applicable to the series; |
• | any features of the series which require us to issue any other debt or equity security or other property upon conversion of any portion of the principal, any premium or interest on the series, and whether such right is at your option or ours; |
• | the applicability of any provisions for the defeasance of any debt securities of the series described under “Defeasance and Covenant Defeasance” below; and |
• | any
other special terms of the series of debt securities to be issued which are not inconsistent with the terms of the indenture. |
• | Where we merge into or consolidate with another entity or sell our assets substantially as an entirety, the successor firm must agree to be legally responsible for the debt securities and must be organized as a corporation, partnership or trust under the laws of the United States, a state of the United States or the District of Columbia. |
• | The
merger, sale of assets or other transaction must not cause a default on the debt securities, and we must not be in default, unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include an event of default that has occurred and has not been cured, as described below under “—Default, Remedies and Waiver of Default—Events of Default”. A default for this purpose would also include any event that would be an event of default if we were to receive a notice of default or the default were not cured within the specified period of time. |
• | It is possible that the merger, sale of assets or other transaction would cause some of our property to become subject to a mortgage or other legal rights in that property with preference over other lenders or over our general creditors if we fail to pay them back. We have promised to limit these preferential rights on our property, called “liens.” This limitation is discussed below under “—Restrictive Covenants and Defeasance—Restrictions on Liens”. If a merger or other transaction would create any liens on our property,
we must comply with that restrictive covenant. If the liens were not permitted under the indenture, we would grant an equivalent or higher-ranking lien on the same property to you and the other direct holders of the debt securities. |
• | We have delivered to the trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the indenture
and that all conditions precedent in the indenture provided for relating to such transaction have been complied with. |
• | we will
punctually pay principal, premium, if any, and interest on each series of debt securities we issue under the indenture; |
• | we will maintain designated offices to make payments on your debt security; |
• | we will maintain our corporate existence, rights and franchises except any rights or franchise we decide are no longer needed for our business and that of our subsidiaries taken as a whole; |
• | we
will maintain our principal domestic manufacturing properties in good working order, unless we determine it is desirable in the conduct of our and our subsidiaries’ business to sell or otherwise dispose of such property or their operations; and |
• | unless we are contesting them in good faith, we will timely pay our and our subsidiaries’ taxes and other governmental charges, as well as any claims of workers, materialmen or suppliers that could become a lien on our property under law. |
• | liens on the property of any domestic subsidiaries, or on their shares of stock or debt, if those liens existed at the time the corporation became a domestic subsidiary of Corning or as of the date that debt securities are first issued under the indenture; |
• | liens in favor of us or our domestic subsidiaries; |
• | mechanic’s
liens, tax liens, liens in favor of, and to secure payments or the acquisition of property from, any governmental body by law or because of a contract we have entered into, and other liens incidental to construction, conduct of business or ownership of our property or of any domestic subsidiary, which do not materially impact the use of the property; |
• | liens on property that existed at the time we acquired the property, including property we may acquire through a merger or similar transaction, or that we granted in order to purchase, alter or construct the property, sometimes called “purchase money mortgages”; and |
• | liens arising from any judgment, decree or order of a court so long as proceedings to review these judgments
have not been terminated or the period in which to initiate proceedings has not expired. |
• | “attributable debt” means the total net amount of rent, discounted at a rate of 15% per annum compounded semi-annually, that is required to be paid during the remaining term of any lease. |
• | “consolidated net tangible assets” is the total amount of assets, less reserves and other permitted deductible items, after subtracting all current liabilities and all goodwill, trade names, trademarks, patents, unamortized debt discounts and expenses and other like intangible assets, as these amounts appear on our most recent consolidated balance sheet and computed
in accordance with generally accepted accounting principles. |
• | “domestic subsidiary” means any direct or indirect subsidiary except one which neither transacts a substantial portion of its business in the United States nor regularly keeps a substantial portion of its fixed assets in the United States, nor one that is used primarily to finance the operations of Corning outside of the United States. |
• | “funded debt” means all debt for borrowed money that has a maturity of 12 months or more from the date on which the calculation of funded debt is made or has a maturity of less than 12 months from that date but is by its terms renewable or extendible beyond 12 months
from that date at the option of the borrower. |
• | “principal domestic manufacturing property” is any building, structure or other facility, and the land on which it sits and its associated fixtures, that we use primarily for manufacturing or warehousing, that has a gross book value in excess of 3% of our consolidated net tangible assets and that is located in the United States, other than a building, structure or other facility that is financed by industrial revenue bonds or that our board of directors has determined is not of material importance to the total business that we and our subsidiaries conduct. |
• | “subsidiary”
means a manufacturing corporation or any other entity in which we and/or one or more of our other subsidiaries owns at least 80% of the voting stock. |
• | We must deposit in trust for the benefit of all holders a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and other payments on your debt securities on their various due dates. |
• | There must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets
us make the deposit without causing you to be taxed on your debt security any differently than if we did not make the deposit and just repaid the debt security ourselves. Under current federal tax law, the deposit and our legal release from the debt security would be treated as though we took back your debt security and gave you your share of the cash and debt security or bonds deposited in trust. In that event, you could recognize gain or loss on your debt security. |
• | We must deliver to the trustee a legal opinion of our counsel confirming the tax change described above. |
• | We must satisfy certain other conditions imposed by the indenture.
|
• | We must deposit in trust for the benefit of the holders a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and other payments on your debt securities on their various due dates. |
• | We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing you to be taxed on your debt security any differently than if we did not make the deposit and just repaid the debt security ourselves. |
• | We
must satisfy certain other conditions imposed by the indenture. |
• | the covenant to provide any equal and ratable lien to secure your debt security if our properties or assets would be subject to a lien in a merger or similar transaction as described above under “—Merger and Similar Transactions”; |
• | the
covenants on maintenance of principal domestic manufacturing properties and payment of taxes; |
• | the limitations on liens and sale-leaseback transactions, as described above under “—Restrictions on Liens” and “—Restrictions on Sales and Leasebacks”; and |
• | the event of default which relates to the breach of those covenants. |
• | We do not pay interest on a debt security within 30 days after the due date. |
• | We do not pay the principal or any premium on a debt security on its due date. |
• | We do not deposit any sinking fund payment on its due date. |
• | We
remain in breach of our covenants described above, or any other covenant we make in the indenture for 60 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt security of the affected series. |
• | We file for bankruptcy or other events in bankruptcy, insolvency or reorganization occur. |
• | As to any series of debt securities, any other event of default described in the prospectus supplement with respect to such series occurs and remains uncured for any applicable grace period. |
• | A holder of your debt security must give the trustee written notice that an event of default has occurred, and the
event of default must not have been cured or waived. |
• | The holders of 25% or more in principal amount of all of the outstanding debt securities of the applicable series must make a written request that the trustee take action because of the default, and they or other holders must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and other liabilities of taking that action. |
• | The trustee must not have taken action for 60 days after the above steps have been taken. During those 60 days, the holders of a majority in principal amount of the outstanding series of debt securities of the applicable series must not have given the trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of all the outstanding debt securities of the relevant series. |
• | a default in
our obligation to pay principal, premium, if any, or interest on your debt security; and |
• | any covenant default specified in a prospectus supplement to only be waivable by you. |
• | the trustee may, under applicable law, withhold notice of other defaults if the trustee determines it is in the best interest of the holders of the debt securities to do so; or |
• | the
default relates to any of our covenants and has not continued to exist for at least 30 days. |
• | change the stated maturity for any principal or interest payment on a debt security; |
• | reduce
the principal amount, the amount payable on acceleration of the maturity after a default, the interest rate or the redemption price for a debt security; |
• | permit redemption of a debt security if not previously permitted; |
• | impair any right a holder may have to require repayment of its debt security; |
• | change the currency of any payment on a debt security other than as permitted by the debt security; |
• | change
the place of payment on a debt security, if it is in non-global form; |
• | impair a holder’s right to sue for payment of any amount due on its debt security; |
• | reduce the percentage in principal amount of the debt securities and any other affected series of debt securities, taken separately or together, as the case may be, the approval of whose holders is needed to change the indenture or the debt securities; |
• | reduce the percentage in principal amount of the debt securities and any other affected series of debt securities, taken separately or together, as the case may be, the consent of whose holders is needed to waive our compliance with the applicable indenture or to waive defaults; and |
• | change the
provisions of the indenture dealing with modification and waiver in any other respect, except to increase any required percentage referred to above or to add to the provisions that cannot be changed or waived without approval. |
• | If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of the outstanding debt securities of the relevant series. |
• | If the change affects more than one series of debt securities issued under the indenture, it must be approved by the holders of a majority in principal amount of the outstanding debt securities of the relevant series affected by the change,
with all affected series voting together as one class for this purpose. |
• | how
it handles securities payments and notices; |
• | whether it imposes fees or charges; |
• | how it would handle a request for the holder’s consent, if ever required; |
• | whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted; |
• | how it would exercise rights under the debt securities if there were a default or
other event triggering the need for holders to act to protect their interests; and |
• | if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
• | An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the debt securities, except in the special situations we describe below under “—Special Situations When a Global Security Will Be Terminated”. |
• | An
investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “—Legal Ownership of Debt Securities; Global Securities” above. |
• | An investor may not be able to sell interests in the debt securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form. |
• | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective. |
• | The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges, and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way. |
• | The depositary may (and we understand that DTC will) require those who purchase and sell interests in a global security within its book-entry system to use immediately available funds and your broker or bank may require you
to do so as well. |
• | Financial institutions that participate in the depositary’s book-entry system, through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries. |
• | if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 60 days; |
• | if we notify the trustee that we wish to terminate that global security; or |
• | if an event of default has occurred with regard to debt securities represented by that global security and has not been cured or waived; we discuss defaults above under “—Default, Remedies and Waiver of Default”. |
• | only in fully registered form; |
• | without interest coupons; and |
• | unless otherwise indicated in a prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000. |
• | the regular
record date, in the case of a payment of interest; or |
• | the stated maturity, or any redemption or repayment date, in the case of payment of principal or any premium. |
• | the title of the debt warrants; |
• | the initial offering price; |
• | the currency or currency unit in which the price for the debt warrants and the exercise price for the debt securities is payable; |
• | the title, aggregate principal amount and terms of the debt securities purchasable
upon exercise of the debt warrants; |
• | the title and terms of any related debt securities with which the debt warrants are issued and the number of the debt warrants issued with each debt security; |
• | the date, on and after which the debt warrants and the related debt securities will be separately transferable; |
• | the principal amount of debt securities purchasable upon exercise of each debt warrant and the price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant; |
• | the
date on which the right to exercise the debt warrants will commence and the date on which this right will expire; |
• | if applicable, a discussion of United States federal income tax considerations; |
• | the identity of the debt warrant agents; |
• | where the debt warrants represented by the debt warrant certificates may be transferred and registered; and |
• | any other material terms of the
debt warrants. |
• | an increase in the
exercise price of the debt warrants; |
• | a shortening of the period of time during which the debt warrants may be exercised; |
• | any material and adverse change that affects the rights of the holders of the debt warrants or the material terms of the debt securities for which the debt warrants may be exercised; or |
• | a reduction in the number of debt warrants whose holders must consent to the modification or amendment of the debt warrant agreement or the terms of the debt warrants. |
• | the title of the equity warrants; |
• | the securities for which the equity warrants are exercisable; |
• | the
price or prices at which the equity warrants will be issued; |
• | the amount of equity securities initially purchasable upon exercise of each equity warrant and the price at which that amount of equity securities may initially be purchased upon exercise of each equity warrant; |
• | the date on which the right to exercise the equity warrants will commence and the date on which this right will expire; |
• | if applicable, the designation and terms of the preferred stock, depositary shares or common stock with which the equity warrants are
issued, and the number of equity warrants issued with each share of preferred stock or common stock or depositary share; |
• | if applicable, the date on and after which the equity warrants and the related preferred stock or common stock will be separately transferable; |
• | the identity of the equity warrant agent; |
• | if applicable, a discussion of any material federal income tax considerations; and |
• | any
other material terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants. |
• | an increase in the exercise price of the equity warrants; |
• | a shortening of the period of time during which the equity
warrants may be exercised; |
• | any material and adverse change that affects the exercise rights of the owners of the equity warrants; or |
• | a reduction in the number of equity warrants whose owners must consent to the modification or amendment of the equity warrant agreement or the terms of the equity warrants. |
• | the
number of shares to be included in the series and their designation; |
• | the dividend rate, whether dividends will be cumulative and, if so, the date from which dividends will accumulate; |
• | any redemption rights of the holders of such shares and the dates for such redemption, the premium, if any, and any accrued dividends payable on redemption; |
• | any mandatory redemption provisions; |
• | any
conversion or exchange rights of the shares; |
• | the rights of the shares of such series on liquidation, dissolution or winding up; |
• | any restrictions on the payment of dividends and other distributions, or exercise of any redemption or repurchase right of any junior class of securities; |
• | the terms of any voting rights, in addition to the rights provided by law, of such shares; and |
• | any
other relative rights, preferences, and limitations of the shares of such series. |
• | all prior dividend periods of the other series of preferred stock that pay dividends on a cumulative basis; or |
• | the
immediately preceding dividend period of the other series of preferred stock that pay dividends on a noncumulative basis. |
• | all prior dividend periods if the other series of preferred stock pays dividends on a cumulative basis; or |
• | the immediately preceding dividend period if the preferred stock pays dividends on a noncumulative basis. |
• | as otherwise stated in the prospectus supplement; |
• | as otherwise stated in the certificate of designation establishing the series; or |
• | as required by applicable law. |
• | all outstanding depositary shares have been redeemed; |
• | each share of preferred stock deposited with the preferred stock depositary has been converted into or exchanged for common stock; or |
• | a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of Corning. |
• | through underwriters or dealers; |
• | through agents; or |
• | directly to one or more purchasers. |
• | at
a fixed price or prices; |
• | at market prices prevailing at the time of sale; |
• | at prices related to the prevailing market prices; or |
• | at negotiated prices. |
• | the
names of any underwriters, dealers, or agents; |
• | the purchase price of the securities by any underwriter, dealer or agent; |
• | the net proceeds we expect to receive from the sale; |
• | any delayed delivery arrangements; |
• | any underwriting discounts and other items which may constitute underwriters’ compensation; |
• | the
initial public offering price; |
• | any discounts or concessions allowed or re-allowed or paid to dealers; and |
• | any national securities exchange on which the securities may be listed. |
Item 14. | Other Expenses of Issuance and Distribution. |
Securities
and Exchange Commission Registration Fee | | | $ * |
Accounting Fees and Expenses | | | $ †
|
Rating Agency Fees | | | $ † |
Legal Fees and Expenses | | | $ †
|
Printing Fees and Expenses | | | $ † |
Miscellaneous | | | $ †
|
Total | | | $ † |
* | Deferred
in accordance with Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r) of the Securities Act. |
† | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Company anticipates it will incur in connection with the offering of securities under the registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities will be included in the applicable prospectus supplement. |
Item 15. | Indemnification
of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit Number | | | Exhibits
|
1.01 | | | Form of Underwriting Agreement. ** |
| | Restated
Certificate of Incorporation 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 the Company’s Current Report on Form 8-K filed on May 1, 2012). | |
| | Certificate
of Amendment of the Restated Certificate of Incorporation filed with the Secretary of State of the State of New York on January 14, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 15, 2014). | |
| | Amended
and Restated By-Laws of Corning Incorporated, effective as of October 4, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed October 5, 2023). | |
| | Indenture,
dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 filed March 15, 2001 (No. 333-57082)). | |
4.02 | | | Supplemental
Indenture as to each series of debt securities, including the form of such security. ** |
4.03 | | | Debt Warrant Agreement, including a form of debt warrant certificate. ** |
4.04 | | | Equity
Warrant Agreement, including form of equity warrant certificate. ** |
4.05 | | | Deposit Agreement, including form of depositary receipt. ** |
| | Form of
certificate for shares of the common stock (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed May 7, 2010 (No. 333-166642)). | |
| | Description
of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (Incorporated by reference to Exhibit 4.5 to Corning’s Form 10-K filed on February 12, 2021.) | |
| | Opinion
of Linda E. Jolly, Esq. * | |
| | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. * | |
| | Consent
of Linda E. Jolly, Esq. (included in Exhibit 5.01). * | |
| | Power
of Attorney (included on signature page). | |
| | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A.
* | |
| | Filing Fee Table. * |
* |
** | To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. |
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 of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the 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; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement; |
(2) | That,
for the purpose of determining any liability under the Securities Act of 1933, 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; |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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 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 the Securities Act of 1933 and will be governed by the final adjudication
of such issue. |
(d) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act. |
| | CORNING INCORPORATED (Registrant)
| ||||
| | By: | | | /S/ LINDA
E. JOLLY | |
| | Name: | | | ||
| | Title: | | | Vice President and Corporate Secretary |
Signature | | | Title |
| | ||
/s/
Wendell P. Weeks | | | Chairman of the Board of Directors, Chief Executive Officer, and Director (Principal Executive Officer) |
| |||
| | ||
| | Executive
Vice President and Chief Financial Officer (Principal Financial Officer) | |
| |||
| | ||
/s/
Stefan Becker | | | Senior Vice President, Finance and Corporate Controller (Principal Accounting Officer) |
| |||
| | ||
/s/ Donald W. Blair | | | Director
|
| |||
| | ||
/s/
Leslie A. Brun | | | Director |
| |||
| | ||
| | Director | |
| |||
| | ||
/s/
Richard T. Clark | | | Director |
|
Signature | | | Title
|
| | ||
/s/ Pamela J. Craig | | | Director |
| |||
| | ||
| | Director | |
| |||
| | ||
| | Director | |
| |||
| | ||
/s/ Thomas D. French | | | Director |
| |||
| | ||
| | Director | |
| |||
| | ||
| | Director
| |
| |||
| | ||
/s/
Kurt M. Landgraf | | | Director |
| |||
| | ||
/s/
Kevin J. Martin | | | Director |
| |||
| | ||
| | Director | |
| |||
| | ||
| | Director | |
| |||
| | ||
/s/
Mark S. Wrighton | | | Director |
|
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 12/1/23 | |||
10/31/23 | ||||
10/5/23 | 8-K | |||
10/4/23 | ||||
9/30/23 | 10-Q | |||
6/30/23 | 10-Q, 4 | |||
3/31/23 | 10-Q, 4 | |||
12/31/22 | 10-K, 11-K, SD | |||
2/12/21 | 10-K | |||
1/15/14 | 8-K, 8-K/A | |||
1/14/14 | ||||
5/1/12 | 3, 4, 8-K, S-8 | |||
4/27/12 | 10-Q, 4 | |||
5/7/10 | S-8 | |||
3/15/01 | S-3 | |||
11/8/00 | DEFS14A, PRES14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/30/23 Corning Inc./NY 10-Q 9/30/23 76:8.9M RDG Filings/FA 10/05/23 Corning Inc./NY 8-K:5,9 10/03/23 12:437K DG3/FA 7/27/23 Corning Inc./NY 10-Q 6/30/23 75:8.6M RDG Filings/FA 6/22/23 Corning Inc./NY 8-K/A:5 4/27/23 11:243K DG3/FA 6/21/23 Corning Inc./NY 8-K:5,9 6/20/23 12:266K DG3/FA 5/15/23 Corning Inc./NY 8-K:8,9 5/15/23 16:676K DG3/FA 5/01/23 Corning Inc./NY 8-K:5 4/27/23 10:198K DG3/FA 4/28/23 Corning Inc./NY 10-Q 3/31/23 75:6.8M RDG Filings/FA 3/17/23 Corning Inc./NY DEF 14A 12:19M DG3/FA 2/13/23 Corning Inc./NY 10-K 12/31/22 136:20M RDG Filings/FA 2/12/21 Corning Inc./NY 10-K 12/31/20 145:52M Certent, Inc./FA 1/15/14 Corning Inc./NY 8-K:2,3,5,7 1/15/14 3:169K Donnelley … Solutions/FA 5/01/12 Corning Inc./NY 8-K:5,8,9 4/26/12 6:292K Donnelley … Solutions/FA 5/07/10 Corning Inc./NY S-8 5/07/10 5:415K Donnelley … Solutions/FA 3/15/01 Corning Inc./NY S-3 11:973K Toppan Merrill-FA2/FA |