SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 28, 2003
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
Exhibit Index on Page 4
-2-
Item 5. Other Events and Regulation FD.
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On April 28, 2003, Corning Incorporated announced a public offering of 50
million shares of its common stock at a price of $5.43 per share. The press
release relating to this announcement is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, ProForma Financial Information and Exhibits.
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(c) Exhibits.
99.1. Press Release dated April 28, 2003.
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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.
Dated: April 29, 2003
CORNING INCORPORATED
By: /s/ Katherine A. Asbeck
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Katherine A. Asbeck
Senior Vice President & Controller
INDEX TO EXHIBITS
(c) Exhibits
99.1 Press Release dated April 28, 2003
FOR IMMEDIATE RELEASE -- APRIL 28, 2003
Media Relations Contact: Investor Relations Contact:
Daniel F. Collins Kenneth C. Sofio
(607) 974-4197 (607) 974-7705
collinsdf@corning.com sofiokc@corning.com
Corning Announces Common Stock Offering
Proceeds to be used to reduce debt
CORNING, N.Y.-- Corning Incorporated (NYSE:GLW) today announced a public
offering of 50 million shares of its common stock at a price of $5.43 per share,
under the company's existing $5 billion universal shelf registration statement.
Goldman, Sachs & Co. is the sole underwriter for this offering.
The net proceeds from this offering will be used to reduce debt through open
market repurchases, public tender offers or other methods. Corning will invest
the net proceeds in short-term, interest bearing, investment grade obligations
until they are applied as previously described.
James B. Flaws, vice chairman and chief financial officer, said, "Over the past
15 months we have reduced the company's debt by $1.1 billion as part of our
focus on protecting the company's financial health. We expect to use the
proceeds from this offering, combined with existing cash, to further reduce
debt."
The shares represent new financing by Corning. This offering is made by means of
a prospectus supplement to a prospectus that is part of Corning's universal
shelf registration statement previously filed with the SEC. For a copy of the
prospectus and prospectus supplement relating to this offering, contact:
Goldman, Sachs & Co., 85 Broad Street, New York, N.Y. 10004.
(more)
Corning Announces Common Stock Offering
Page Two
This release shall not constitute an offer to sell, or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
About Corning Incorporated
Established in 1851, Corning Incorporated creates leading-edge technologies that
offer growth opportunities in markets that fuel the world's economy. Corning
manufactures optical fiber, cable and photonic products in its
Telecommunications segment. Corning's Technologies segment manufactures
high-performance display glass, and products for the environmental, life
sciences, and semiconductor markets.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially. These risks and uncertainties include the possibility of changes or
fluctuations in global economic conditions; currency exchange rates; product
demand and industry capacity; competitive products and pricing; availability and
costs of critical components and materials; new product development and
commercialization; order activity and demand from major customers; capital
spending by larger customers in the telecommunications industry and other
business segments; the mix of sales between premium and non-premium products;
possible disruption in commercial activities due to terrorist activity and armed
conflict; ability to obtain financing and capital on commercially reasonable
terms; acquisition and divestiture activities; the level of excess or obsolete
inventory; the ability to enforce patents; product and components performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the day that they are made, and Corning undertakes no
obligation to update them in light of new information or future events.
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