As filed with the Securities and Exchange Commission April 29, 2002
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Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------------
New York Corning, New York 14831 16-0393470
(State or other (Address of principal (Zip Code) (I.R.S. Employer
jurisdiction of executive offices) Identification No.)
incorporation or
organization)
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)
------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount Being Offering Price Aggregate Registration
Being Registered Registered Per Share Offering Price(2) Fee
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Common Stock
Par Value
$.50 per share. . . . . . . . . . 30,000,000 shares(1) $ 6.61 $ 198,300,000 $ 18,244
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(1) Plus such indeterminate number of shares of Common Stock as may be required
in the event of an adjustment as a result of an increase in the number of
issued shares of Common Stock resulting from certain stock dividends or a
reclassification of the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(i). The proposed maximum aggregate
offering price is based upon the average of the high and low prices of the
common stock on the New York Stock Exchange as reported in the consolidated
transaction reporting system on April 26, 2002.
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 for the fiscal year ended December 31,
2001, filed on March 4, 2002, as amended by a Form 10-K/A filed on
March 7, 2002 of Corning Incorporated ("Corning" or the "Company").
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2001, consisting of the
Company's Current Reports on Form 8-K filed on January 14, 2002,
January 23, 2002, April 15, 2002, April 22, 2002 and April 25, 2002,
respectively.
3. 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.
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.
II-1
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
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 Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000)
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.
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, represents a fundamental change in the
information set forth in the registration statement.
11-2
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 registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic 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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) 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 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-3
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 29th day of April 2002.
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 April 29, 2002 by the following persons in
the capacities indicated:
Signature Capacity
--------- --------
/s/ James R. Houghton
------------------------------------ Chief Executive
(James R. Houghton) Officer and Chairman
(Principal Executive Officer)
/s/ James B. Flaws
------------------------------------ Chief Financial Officer
(James B. Flaws) and Vice Chairman
(Principal Financial Officer)
/s/ Katherine A. Asbeck
------------------------------------ Senior Vice President and Controller
(Katherine A. Asbeck) (Principal Accounting Officer)
* Director
------------------------------------
(John Seely Brown)
* Director
-------------------------------------
(Gordon Gund)
* Director
-------------------------------------
(John M. Hennessy)
* Director
------------------------------------
(James J. O'Connor)
* Director
------------------------------------
(Catherine A. Rein)
* Director
------------------------------------
(Deborah D. Rieman)
II-4
Signature Capacity
--------- --------
* Director
------------------------------------
(H. Onno Ruding)
* Director
------------------------------------
(William D. Smithburg)
* Director
------------------------------------
(Hansel E. Tookes II)
* Director
------------------------------------
(Peter F. Volanakis)
* Director
------------------------------------
(Wendell P. Weeks)
*By /s/ William D. Eggers
--------------------------------
(William D. Eggers)
Attorney-in-fact
II-5
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 29th day of
April, 2002.
CORNING INCORPORATED 2002
WORLDWIDE EMPLOYEE SHARE
PURCHASE PLAN (Registrant)
By /S/ DEBORAH G. LAUPER
---------------------------
Deborah G. Lauper
II-6
EXHIBIT INDEX
Exhibit Page
Number Description Number
--------- ----------- ------
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 Bylaws of the Company (incorporated by reference to Exhibit
3(ii) to the Company's Annual report on Form 10-K for the year
ended December 31, 2000)
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
11-7
EXHIBIT 5.1
April 29, 2002
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
I am Senior Vice President and General Counsel of Corning Incorporated (the
"Company") and am familiar with the preparation and filing of a Registration
Statement on Form S-8 (the Registration Statement") under the Securities Act of
1933, as amended, with respect to an aggregate of 30,000,000 shares of Corning's
Common Stock, $.50 par value, to be offered by the Company pursuant to the 2002
Worldwide Employee Share Purchase Plan (the "WESPP") described in the
Registration Statement.
In this connection, I have examined the originals, or copies certified to
my satisfaction, of such corporate records of the Company, certificates of
public officials and officers of the Company, and other documents as I deemed
pertinent as a basis for the opinions hereinafter expressed.
Based upon the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing under
the laws of the State of New York.
2. The shares of the Company's Common Stock have been duly authorized and,
upon issuance, delivery and payment therefor pursuant to terms of the WESPP
will be, validly issued, fully paid and non-assessable.
My opinions expressed above are limited to the laws of the State of New
York.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above and further consent to the use of my
name under the caption "Interests of Named Experts and Counsel" in the
registration statement.
Very truly yours,
/S/ WILLIAM D. EGGERS
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 23, 2002, relating to the
financial statements and financial statement schedule, which appear in Corning
Incorporated's Annual Report on Form 10-K/A for the year ended December 31,
2001.
PricewaterhouseCoopers LLP
New York, New York
April 29, 2002
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ JOHN SEELY BROWN
--------------------------
John Seely Brown
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ JAMES B. FLAWS
-----------------------------
James B. Flaws
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 25th
day of April, 2002.
/S/ GORDON GUND
--------------------------
Gordon Gund
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ JOHN M. HENNESSY
--------------------------
John M. Hennessy
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ JAMES R. HOUGHTON
--------------------------
James R. Houghton
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ JAMES J. O'CONNOR
--------------------------
James J. O'Connor
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ CATHERINE A. REIN
--------------------------
Catherine A. Rein
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ DEBORAH D. RIEMAN
--------------------------
Deborah D. Rieman
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 26th
day of April, 2002.
/S/ H. ONNO RUDING
-----------------------------
H. Onno Ruding
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ WILLIAM D. SMITHBURG
-----------------------------------
William D. Smithburg
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ PETER F. VOLANAKIS
-------------------------------
Peter F. Volanakis
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ WENDELL P. WEEKS
------------------------------
Wendell P. Weeks
EXHIBIT 24.1
CORNING INCORPORATED
--------------------------
POWER OF ATTORNEY
--------------------------
KNOW ALL MEN 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, 2001, or other applicable form,
including any and all exhibits, schedules, supplements and supporting documents
thereto, including, but not limited to, the Form 11-K Annual Reports of the
Corporation's 401(k) Plans and similar plans pursuant to the 1934 Act, and all
amendments, supplementations and corrections thereto, to be filed by the
Corporation with the Securities and Exchange Commission (the "SEC"), as required
in connection with its registration under the 1934 Act, as amended; and (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, of securities of the Corporation, including,
but not limited to, securities to be offered by the Corporation to its employees
and employees of certain of its subsidiaries for issuance under the
Corporation's Investment Plans and its 2002 Worldwide Employee Share Purchase
Plan, 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 24th
day of April, 2002.
/S/ HANSEL E. TOOKES II
----------------------------------
Hansel E. Tookes II