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) April 25, 2002
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
Item 5. Other Events and Regulation FD Disclosure.
On April 25, 2002, Corning Incorporated held its Annual Meeting of Shareholders
and announced the re-election of certain directors, approval of the 2002
worldwide employee share purchase plan, certain remarks by Chairman and CEO
James R. Houghton and that two directors were stepping down. The press release
relating to these announcements is filed herewith as Exhibit 99.1 and is
incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated April 25, 2002
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.
CORNING INCORPORATED
Registrant
Date: April 25, 2002 By /s/ KATHERINE A. ASBECK
Katherine A. Asbeck
Senior Vice President and Controller
INDEX TO EXHIBITS
(c) Exhibits
99.1 Press Release dated April 25, 2002
Exhibit 99.1
FOR RELEASE -- APRIL 25, 2002
Corning Media Contacts:
Daniel F. Collins Monica L. Ott
(607) 974-4197 (607) 974-8769
collinsdf@corning.com ottml@corning.com
Corning Chairman Tells Shareholders: "We will succeed"
Reaffirms commitment to technology and telecommunications
CORNING, N.Y. - In his first address to shareholders since returning to the helm
of Corning Incorporated (NYSE:GLW), James R. Houghton, the company's chairman
and CEO, said Corning is facing a serious challenge today, but the company "will
succeed" by capitalizing on its fundamental technology strengths in the
telecommunications, advanced materials, information display and environmental
markets. "We remain both convinced and confident that we have positioned the
company in the right places and for long-term growth. We have not lost
technology leadership and we have not lost market share. We must remember that
technology and innovation are at the heart of this company's future, a future we
will never allow to be jeopardized," he said.
Making his comments during the company's annual shareholders meeting today in
Corning, N.Y., Houghton reminded shareholders that Corning is well placed in
high technology markets, some that are growing today and some that should
recover and grow in the future. Houghton said that continued high bandwidth
growth rates would use up over-capacity and eventually drive new demand for
optical communications equipment. "There will be a significant growth
opportunity to open up the bottlenecks that are tightening and are keeping the
power of broadband from those who want it; it's simply the law of the market. At
some point, this industry is going to emerge with a need to meet the demand with
maximum efficiency. There will be a very select group of companies that can help
network carriers achieve that and Corning will be the leader."
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Corning Chairman Tells Shareholders: "We will succeed"
Page Two
Houghton also told shareholders that Corning continues to believe that the
telecommunications industry has hit bottom, but that the company expects
industry demand will remain at low levels for the foreseeable future. He stated
that when growth does resume in the telecommunications industry, the company is
unsure of how strong or how fast it will occur, so Corning must take further
cost cutting actions in preparation for this new reality of operating as a
smaller company. He reiterated the company's restructuring plans, which were
announced on April 15. They include workforce reductions, consolidation of
organizational structures, plant closures, elimination of some research and
development facilities, technical spending cuts and centralization of shared
services.
He told shareholders that over the coming months there will be dramatic changes
at Corning and the changes will be painful. "People are going to lose jobs.
Communities are going to lose plants and facilities. And this company will be
tested." He added that the changes are necessary to return Corning to
profitability in 2003, "something I am absolutely committed to doing."
Houghton also reminded shareholders that, at its core, Corning is a technology
company and that it would continue to innovate. He said, "The company's
technological diversity is an underlying strength of the company. Our scientific
knowledge base in our core technologies must remain second to none. We must
continue to innovate on the strength of one of the world's leading industrial
research organizations and we must continue to connect technology and innovation
to the needs of customers around the world."
Houghton said the company is grounded in 150 years of technology, materials
science and process design and that he was optimistic about Corning's future. He
said the company would capitalize on its fundamental strengths and use its
experience to rebound from this tough position, as it has in the past. "We are
going to succeed, and we will continue to be the unique and special company
whose 150-year history we celebrated last year."
In other business, shareholders re-elected the following directors: John Seely
Brown, chief scientist, Xerox Corporation; Gordon Gund, chairman and chief
executive officer, Gund Investment Corporation; John M. Hennessy, senior
advisor, Credit Suisse First Boston; and H. Onno Ruding, vice chairman,
Citibank, N.A. John W. Loose, past president and CEO, Corning Incorporated, was
on the slate of candidates approved by the shareholders today, but resigned as a
director effective April 25 in conjunction with his retirement.
Roger G. Ackerman, retired chairman and CEO, Corning Incorporated, who had
agreed to stay on the Board this past year at Houghton's request to assist in
these challenging times, did not stand for re-election.
(more)
Corning Chairman Tells Shareholders: "We will succeed"
Page Three
Corning also announced that the 2002 worldwide employee share purchase plan was
approved by shareholders. This is the continuation of a similar plan that was
first adopted in 1990.
About Corning Incorporated
Established in 1851, Corning Incorporated (www.corning.com) creates leading-edge
technologies for the fastest-growing markets of the world's economy. Corning
manufactures optical fiber, cable and photonic products for the
telecommunications industry; and high-performance displays and components for
television, information technology and other communications-related industries.
The company also uses advanced materials to manufacture products for scientific,
semiconductor and environmental markets. Corning revenues for 2001 were $6.3
billion.
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Webcast Information
The company will host a live audio webcast of the 2002 annual meeting of
shareholders in Corning, N.Y., available from 11 a.m. to 12:15 p.m., April 25,
2002. To access the webcast, go to http://www.corning.com and click on the
webcast icon. No passcode or registration is required. The webcast will be
archived on the Web site for 14 days after the broadcast.
Forward and cautionary statements
This press release contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual results to differ
materially. These risks and uncertainties include the possibility of changes or
fluctuations in global economic conditions; currency exchange rates; product
demand and industry capacity; competitive products and pricing; availability and
costs of critical components and materials; new product development and
commercialization; order activity and demand from major customers; capital
spending by larger customers in the telecommunications industry and other
business segments; the mix of sales between premium and non-premium products;
possible disruption in commercial activities due to terrorist activity and armed
conflict; ability to obtain financing and capital on commercially reasonable
terms; acquisition and divestiture activities; the level of excess or obsolete
inventory; the ability to enforce patents; product and components performance
issues; and litigation. These and other risk factors are identified in Corning's
filings with the Securities and Exchange Commission. Forward-looking statements
speak only as of the day that they are made, and Corning undertakes no
obligation to update them in light of new information or future events.
Investor Relations Contact:
Katherine M. Dietz
(607) 974-8217
dietzkm@corning.com