Form 8-K

 

 

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) August 10, 2017

 

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☐

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.  ☐

 

 

 

Item 8.01. Other Events.

On August 10, 2017, Corning Incorporated (the “Company”) completed a public offering (the “Offering”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) and a Pricing Agreement (the “Pricing Agreement”), each dated August 4, 2017 and each between the Company and Merrill Lynch International, MUFG Securities EMEA plc and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Offering, the Company sold to the Underwriters ¥21,000,000,000 aggregate principal amount of the Company’s 0.698% Notes due 2024 (the “2024 Notes”), ¥47,000,000,000 aggregate principal amount of the Company’s 0.992% Notes due 2027 (the “2027 Notes”) and ¥10,000,000,000 aggregate principal amount of the Company’s 1.583% Notes due 2037 (the “2037 Notes” and, together with the 2024 Notes and the 2027 Notes, the “Notes”).

The Notes were sold to the public at a price equal to 100.000% of the aggregate principal amount of the Notes. As set forth in the Company’s prospectus supplement dated August 4, 2017, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately ¥77.4 billion ($703.9 million). For purposes of calculating the expected net proceeds in U.S. dollars, the Company used the exchange rate of a U.S. dollar to Japanese yen as of August 3, 2017 of $1.00 to ¥109.92.

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 under its strategy and capital allocation framework, 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.

The Company offered and sold the Notes under the Company’s Registration Statement on Form S-3 (Registration No. 333-201584) (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 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.

 

(d) Exhibits

The following documents are filed as exhibits to this Current Report on Form 8-K:

 

  1.1    Underwriting Agreement, dated August 4, 2017, between the Company and the Underwriters
  1.2    Pricing Agreement, dated August 4, 2017, between the Company and the Underwriters
  4.1    Officers’ Certificate of the Company, dated August 10, 2017, 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 0.698% Notes due 2024 of the Company
  4.3    Form of Global Note to represent the 0.992% Notes due 2027 of the Company
  4.4    Form of Global Note to represent the 1.583% Notes due 2037 of the Company
  5.1    Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated August 10, 2017
  5.2    Consent of Linda E. Jolly (included in Exhibit 5.1)
12.1    Computation of Ratio of Earnings to Fixed Charges

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 thereunto duly authorized.

Dated: August 10, 2017

 

CORNING INCORPORATED
By:  

/s/ Linda E. Jolly

Name:   Linda E. Jolly
Title:   Vice President and Corporate Secretary

EXHIBIT INDEX

 

   

Exhibit
Number

   

Description

(d) Exhibits
 

  1.1

    Underwriting Agreement, dated August 4, 2017, between the Company and the Underwriters
 

  1.2

    Pricing Agreement, dated August 4, 2017, between the Company and the Underwriters
 

  4.1

    Officers’ Certificate of the Company, dated August 10, 2017, 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 0.698% Notes due 2024 of the Company
 

  4.3

    Form of Global Note to represent the 0.992% Notes due 2027 of the Company
 

  4.4

    Form of Global Note to represent the 1.583% Notes due 2037 of the Company
 

  5.1

    Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated August 10, 2017
 

  5.2

    Consent of Linda E. Jolly (included in Exhibit 5.1)
 

12.1

    Computation of Ratio of Earnings to Fixed Charges