UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 15, 2023
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
| | | |
| New York | 1-3247 | 16-0393470 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
| One Riverfront Plaza, Corning, New York | 14831 |
| (Address of principal executive offices) | (Zip Code) |
(607) 974-9000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, par value $0.50 per share | GLW | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 13(a) of the Exchange Act. o
On May 15, 2023, Corning Incorporated (the “Company”) completed a public offering (the “Offering”) pursuant to a Prospectus dated December 4, 2020 and the Prospectus Supplement dated May 9, 2023 (the “Prospectus Supplement”), and the sale of the Notes (as defined below) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) and a Pricing Agreement (the “Pricing Agreement”), each dated May 9, 2023 and each among the Company, and Goldman Sachs & Co. LLC and J.P. Morgan Securities plc, as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Offering, the Company sold to the Underwriters €300,000,000 aggregate principal amount of the Company’s 3.875% Notes due 2026 (the “2026 Notes”) and €550,000,000 aggregate principal amount of the Company’s 4.125% Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Notes”).
The 2026 Notes and the 2031 Notes were sold to the public at a price equal to 99.986% and 99.666%, respectively, of the aggregate principal amount of each respective series. As set forth in the Prospectus Supplement, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately €842.7 million ($929.2 million). For purposes of calculating the expected net proceeds in U.S. dollars, the Company used the latest euro/U.S. dollar exchange rate announced by the Board of Governors of the Federal Reserve System on May 8, 2023 of €1.00 to $1.1026.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include repurchases of its common stock and payment of dividends, repayment or reduction of other outstanding debt, financing acquisitions, additions to working capital, capital expenditures and investments. The Company may invest the net proceeds from the sale of the notes in short-term investments pending their use for such purposes.
The Notes were issued pursuant to an Indenture (the “Indenture”) dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee, and an Officers’ Certificate of the Company delivered pursuant to Sections 201 and 301 of the Indenture, establishing the Notes and their terms.
The Company offered and sold the Notes under the Company’s Registration Statement on Form S-3 (Registration No. 333-251135) (the “Registration Statement”), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s securities, including debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits. The summary included in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the exhibits filed herewith.
| Item 9.01. | Financial Statements and Exhibits. |
The following documents are filed as exhibits to this Current Report on Form 8-K:
| | | |
| | 1.1 | Underwriting Agreement, dated May 9, 2023, between the Company and the Underwriters |
| | | |
| | 1.2 | Pricing Agreement, dated May 9, 2023, between the Company and the Underwriters |
| | | |
| | 4.1 | Officers’ Certificate of the Company, dated May 15, 2023, pursuant to Sections 201 and 301 of the Indenture dated as of November 8, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), as Trustee, relating to the Notes (excluding exhibits thereto) |
| | | |
| | 4.2 | Form of Global Note to represent the 3.875% Notes due 2026 of the Company |
| | | |
| | 4.3 | Form of Global Note to represent the 4.125% Notes due 2031 of the Company |
| | | |
| | 5.1 | Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated May 15, 2023 |
| | | |
| | 5.2 | Consent of Linda E. Jolly (included in Exhibit 5.1) |
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.
Dated: May 15, 2023
| | |
| | CORNING INCORPORATED |
| | | |
| | By: | /s/ Linda E. Jolly |
| | Name: | Linda E. Jolly |
| | Title: | Vice President and Corporate Secretary |
