SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|One Riverfront Plaza, Corning, New York||14831|
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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.|| |
On November 6, 2018, Corning Incorporated (the Company) completed a public offering (the Offering) pursuant to a Prospectus dated December 19, 2017 and the Prospectus Supplement dated October 30, 2018 (the Prospectus Supplement), and the sale of the Notes (as defined below) pursuant to an Underwriting Agreement and a Pricing Agreement, each dated October 30, 2018 and each between the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the Underwriters). Pursuant to the Offering, the Company sold to the Underwriters $50,000,000 principal amount of 4.70% notes due 2037 (the new 2037 Notes), $550,000,000 principal amount of 5.350% notes due 2048 (the 2048 Notes) and $300,000,000 principal amount of 5.850% notes due 2068 (the 2068 Notes and, together with the new 2037 Notes and the 2048 Notes, the Notes). The new 2037 Notes constitute a further issuance of, were issued on the same terms as, and are consolidated and form a single series of debt securities with, the Companys outstanding $250,000,000 aggregate principal amount of 4.70% notes due 2037.
The new 2037 Notes were sold to the public at a price equal to 95.51% of the aggregate principal amount of the new 2037 Notes. The 2048 Notes were sold to the public at a price equal to 99.865% of the aggregate principal amount of the 2048 Notes. The 2068 Notes were sold to the public at a price equal to 99.853% of the aggregate principal amount of the 2068 Notes. As set forth in the Prospectus Supplement, the Company expects to receive net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, of approximately $887 million.
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, establishing the Notes and their terms.
The Company offered and sold the Notes under the Companys Registration Statement on Form S-3 (Registration No. 333-222158) (the Registration Statement), which registration statement relates to the offer and sale from time to time of an indeterminate amount of the Companys securities, including debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits. The summary included in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the exhibits filed herewith.
|Item 9.01.|| |
Financial Statements and Exhibits.
The following documents are filed as exhibits to this Current Report on Form 8-K:
|1.1||Underwriting Agreement, dated October 30, 2018, between the Company and the Underwriters|
|1.2||Pricing Agreement, dated October 30, 2018, between the Company and the Underwriters|
|4.1||Officers Certificate of the Company, dated November 6, 2018, 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, establishing the Notes and their terms (excluding exhibits thereto)|
|4.2||Form of Global Note representing the 4.70% Notes due 2037 of the Company. (Incorporated by reference to Exhibit 4.2 to the Companys Form 8-K filed on February 21, 2012.)|
|4.3||Form of Global Note representing the 5.350% Notes due 2048 of the Company|
|4.4||Form of Global Note representing the 5.850% Notes due 2068 of the Company|
|5.1||Legal Opinion of Linda E. Jolly, Vice President and Corporate Secretary of the Company, dated November 6, 2018|
|5.2||Consent of Linda E. Jolly (included in Exhibit 5.1)|
|12.1||Computation of Ratio of Earnings to Fixed Charges|
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: November 6, 2018
|By:||/s/ Linda E. Jolly|
|Name:||Linda E. Jolly|
|Title:||Vice President and Corporate Secretary|