As filed with the Securities and Exchange Commission June 2, 2006
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Registration No. 333-87128
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------------
New York Corning, New York 14831 16-0393470
(State or other jurisdiction of (Address of principal (Zip Code) (I.R.S. Employer
incorporation or organization) executive offices) Identification No.)
2002 WORLDWIDE EMPLOYEE SHARE PURCHASE PLAN
-------------------------
William D. Eggers
Senior Vice President and General Counsel
Corning Incorporated
Corning, New York 14831
(607) 974-5656
(Name, address and telephone number of agent for service)
------------------------
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8 filed by Corning Incorporated
("Corning" or the "Company") with the Securities and Exchange Commission ("SEC")
on April 29, 2002 (Registration No. 333-87128). Corning registered 30,000,000
shares of its common stock for issuance under the 2002 Worldwide Employee Share
Purchase Plan (the "Plan"). At the Annual Meeting of Shareholders held on April
27, 2006, shareholders approved certain amendments to the Plan. The purpose of
this Amendment is to amend the previously filed Form S-8 described above by
filing the amendments to the Plan as approved by Corning's Shareholders. No
additional shares are being registered.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and 2,
will be delivered to employees in accordance with Form S-8 and Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") (File No. 1-3247) are incorporated herein by reference:
1. The Annual Report on Form 10-K\A for the fiscal year ended December
31, 2005, filed on May 9, 2006, of Corning Incorporated ("Corning" or
the "Company").
2. The Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, filed on May 10, 2006.
3. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2005, consisting of the
Company's Current Reports on Form 8-K filed on February 6, 2006,
February 7, 2006, April 25, 2006 (Item 402 and Item 701 (excluding 2Q
2006 guidance and outlook)), April 28, 2006, May 1, 2006 (Item 101,
Item 502 and Item 503) and May 3, 2006, respectively.
4. The Registration Statement on Form 8-A filed by the Company on July
11, 1996 which contains a description of the Company's Preferred Share
Purchase Rights Plan.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 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 this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
The legality of the shares of common stock to be offered hereby has been
passed upon by William D. Eggers, Senior Vice President and General Counsel of
the Company. Mr. Eggers owns shares of Corning Common Stock and is eligible to
participate in the 2002 Worldwide Employee Share Purchase Plan.
II-1
Item 6. Indemnification of Directors and Officers
Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or by-laws or when
authorized by (i) such certificate of incorporation or by-laws, (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled.
The foregoing statement is qualified in its entirety by reference to
Section 715, 717 and 721 through 725 of the NYBCL.
Article VIII of the registrant's By-Laws provides that the registrant shall
indemnify each director and officer against all costs and expenses actually and
reasonably 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 NYBCL.
The directors and officers of the registrant are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities under the Securities Act, which might be incurred by them in such
capacities.
Item 7. Exemption From Registration Claimed
Not Applicable
II-2
Item 8. List of Exhibits
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000).
4.2 Certificate of Amendment to Restated Certificate of Incorporation
filed with the Secretary of State of the State of New York on August
5, 2002 (incorporated by reference to Exhibit 99.1 to the Company's
Form 8-K filed on August 7, 2002).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3(ii)1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006).
4.4 Amendment to Article III, Section 9 of Bylaws of Corning Incorporated
effective as of February 5, 2003 (incorporated by reference to Exhibit
3(ii)2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006).
4.5 Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
(ii) 3 of Corning's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2006).
4.6 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4 of the Company's Registration Statement on Form
S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).
4.7 Corning Incorporated 2002 Worldwide Employee Share Purchase Plan
(incorporated by reference to Appendix I to the Company's 2006 Proxy
Statement filed on March 8, 2006)
5.1 Opinion of Counsel.*
23.1 Consent of Counsel (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP.**
24.1 Powers of Attorney.**
*Previously filed as an Exhibit to the Company's Registration Statement on
Form S-8, File No. 333-87128, dated as of April 29, 2002, and incorporated
herein by reference.
**Filed herewith
II-3
Item 9. 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(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 Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act 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 Act and will be governed by the final
adjudication of such issue.
II-4
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-8 and has
duly caused this 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 2nd day of June 2006.
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 Registration
Statement has been signed below on June 2, 2006 by the following persons in the
capacities indicated:
Signature Capacity
/s/ Wendell P. Weeks
------------------------ President and Chief Executive Officer and Director
Wendell P. Weeks (Principal Executive Officer)
/s/ James B. Flaws
------------------------ Chief Financial Officer
James B. Flaws and Vice Chairman
(Principal Financial Officer)
/s/ Jane D. Poulin
------------------------ Chief Accounting Officer
Jane D. Poulin (Principal Accounting Officer)
/s/ Katherine A. Asbeck
------------------------ Senior Vice President - Finance
Katherine A. Asbeck
*
------------------------ Chairman of the Board
(James R. Houghton)
* Director
------------------------
(John Seely Brown)
* Director
------------------------
(Gordon Gund)
* Director
------------------------
(John M. Hennessy)
II-5
Signature Capacity
--------- --------
* Director
-------------------------
(Jeremy R. Knowles)
* Director
-------------------------
(James J. O'Connor)
* Director
-------------------------
(Deborah D. Reiman)
* Director
-------------------------
(H. Onno Ruding)
* Director
-------------------------
(Eurgene C. Sit)
* Director
-------------------------
(William D. Smithburg)
* Director
-------------------------
(Hansel E. Tookes II)
* Director
-------------------------
(Peter F. Volanakis)
* Director
-------------------------
(Padmasree Warrior)
*By /S/ WILLIAM D. EGGERS
--------------------------------
(William D. Eggers)
Attorney-in-fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
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 2nd day of
June 2006.
CORNING INCORPORATED 2002
WORLDWIDE EMPLOYEE SHARE
PURCHASE PLAN (Registrant)
By /S/ DEBORAH G. LAUPER
---------------------------------
Deborah G. Lauper
II-7
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000)
4.2 Certificate of Amendment to Restated Certificate of Incorporation
filed with the Secretary of State of the State of New York on August
5, 2002 (incorporated by reference to Exhibit 99.1 to the Company's
Form 8-K filed on August 7, 2002).
4.3 Bylaws of the Company (incorporated by reference to Exhibit 3(ii)1 to
the Company's Quarterly report on Form 10-Q for the quarter ended
March 31, 2006)
4.4 Amendment to Article III, Section 9 of Bylaws of Corning Incorporated
effective as of February 5, 2003 (incorporated by reference to Exhibit
3(ii)2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006)
4.5 Amendment to Article III, Section 8, of Bylaws of Corning Incorporated
effective as of April 27, 2006 (Incorporated by reference to Exhibit 3
(ii) 3 of Corning's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2006).
4.6 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4 of the Company's Registration Statement on Form
S-4 filed on June 17, 1992 (Registration Statement No. 33-48488)).
4.7 Corning Incorporated 2002 Worldwide Employee Share Purchase Plan
(incorporated by reference to Appendix I to the Company's 2006 Proxy
Statement filed on March 8, 2006)
5.1 Opinion of Counsel*
23.1 Consent of Counsel (included in Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP**
24.1 Powers of Attorney**
*Previously filed as an Exhibit to the Company's Registration Statement on Form
S-8, File No. 333- 87128, dated as of April 29, 2002, and incorporated herein by
reference.
**Filed herewith
11-8
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 24, 2006, except for Note 2
of the consolidated financial statements, Note 1 on the financial statement
schedule, and the matter discussed in the penultimate paragraph of Management's
Report on Internal Control Over Financial Reporting, as to which the date is May
9, 2006, relating to the financial statements, financial statement schedules,
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting, of
Corning Incorporated, which appears in Corning Incorporated's Annual Report on
Form 10-K/A for the year ended December 31, 2005.
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
New York, New York
June 2, 2006
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JOHN SEELY BROWN
-----------------------
John Seely Brown
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ GORDON GUND
---------------------
Gordon Gund
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JOHN M. HENNESSY
---------------------
John M. Hennessy
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JAMES R. HOUGHTON
---------------------
James R. Houghton
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JAMES J. O'CONNOR
---------------------
James J. O'Connor
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ JEREMY R. KNOWLES
---------------------
Jeremy R. Knowles
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ DEBORAH D. RIEMAN
---------------------
Deborah D. Rieman
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ H. ONNO RUDING
---------------------
H. Onno Ruding
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ EUGENE C. SIT
---------------------
Eugene C. Sit
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ WILLIAM D. SMITHBURG
--------------------------
William D. Smithburg
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ HANSEL E. TOOKES II
-------------------------
Hansel E. Tookes II
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ PETER F. VOLANAKIS
-------------------------
Peter F. Volanakis
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL BY THESE PRESENTS, that the undersigned director and/or officer of
Corning Incorporated, a New York corporation (the "Corporation"), does hereby
make, constitute and appoint Katherine A. Asbeck, William D. Eggers and James B.
Flaws and each or any one of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
director and/or officer of the Corporation to (1) a Form 10-K, Annual Report,
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
for the fiscal year ended December 31, 2005, or other applicable form, including
any and all exhibits, schedules, amendments, supplements and supporting
documents thereto, to be filed by the Corporation with the Securities and
Exchange Commission (the "SEC"), as required under the 1934 Act; (2) one or more
Registration Statements, on Form S-8, or other applicable forms, and all
amendments, including post-effective amendments, thereto, to be filed by the
Corporation with the SEC in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of securities of the
Corporation, and to file the same, with all exhibits thereto and other
supporting documents, with the SEC; and (3) one or more Registration Statements
on Form S-3, or other applicable forms, establishing a universal shelf under
Rule 415 of the 1933 Act, and any and all amendments or supplements thereto
(including post-effective amendments), or any Registration Statements relating
to the same offering of securities that are filed pursuant to Rule 462(b) of the
1933 Act, and to file the same, with all exhibits thereto and other supporting
documents, with the SEC.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
of February, 2006.
/S/ PADMASREE WARRIOR
---------------------
Padmasree Warrior