-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVvUwGgRv7ag9OYvCYAWVZW1F6/7ukEAjmEBT5/eL4cZw/xs7kBKHC2WDd+rZfbD hkodrbYZTWvVc1PWxCxx+A== /in/edgar/work/0000912057-00-031654/0000912057-00-031654.txt : 20000713 0000912057-00-031654.hdr.sgml : 20000713 ACCESSION NUMBER: 0000912057-00-031654 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000712 EFFECTIVENESS DATE: 20000712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING INC /NY CENTRAL INDEX KEY: 0000024741 STANDARD INDUSTRIAL CLASSIFICATION: [3661 ] IRS NUMBER: 160393470 STATE OF INCORPORATION: NY FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41246 FILM NUMBER: 671810 BUSINESS ADDRESS: STREET 1: ONE RIVERFRONT PLAZA CITY: CORNING STATE: NY ZIP: 14831 BUSINESS PHONE: 6079749000 FORMER COMPANY: FORMER CONFORMED NAME: CORNING INC /NY / CORNING LAB SERVICES INC DATE OF NAME CHANGE: 19930713 FORMER COMPANY: FORMER CONFORMED NAME: CORNING GLASS WORKS DATE OF NAME CHANGE: 19890512 S-8 1 s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 12, 2000 Registration No. - 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- CORNING INCORPORATED (Exact name of registrant as specified in its charter) New York Corning, New York 14831 16-0393470 (State or other jurisdiction (Address of Principal (Zip Code) (I.R.S. Employer of incorporation or organization) executive offices) Identification No.)
INTELLISENSE CORPORATION 1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (Full Title of the plan) ---------------------------- WILLIAM D. EGGERS Senior Vice President and General Counsel Corning Incorporated One Riverfront Plaza Corning, New York 14831 (Name and address of agent for service) (607) 974-9000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum Amount of Title of Securities Amount being offering price aggregate registration being registered (1) registered per share offering price (2) fee - ------------------------------------------------------------------------------------------------------ Common Stock Par Value $.50 per share 656,087 shares $252.10 $165,399,533 $43,666 - ------------------------------------------------------------------------------------------------------
(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 purposes of calculating the registration fee. ------------------------------------------------------------ -2- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the "Note" to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the "COMMISSION") by the Registrant, under Commission File No. 1-3247, are incorporated herein by reference and made a part hereof: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Amendment No. 1 on Form 10-K/A filed on March 8, 2000 and by Amendment No. 2 on Form 10-K/A filed on April 7, 2000; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in clause (a) above, including the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2000; and the Registrant's Current Reports on Form 8-K, dated January 11, 2000, January 24, 2000, January 26, 2000, February 14, 2000, February 17, 2000, February 22, 2000, March 29, 2000, April 20, 2000, April 24, 2000 and May 3, 2000; the Registrant's Current Report on Form 8-K/A dated April 17, 2000; and (c) Registration Statement on Form 8-A filed by the Registrant with the Commission under the Exchange Act on July 11, 1996. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. -3- ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. William D. Eggers, Esq., Senior Vice President and General Counsel of Corning, has rendered an opinion as to the legality of the shares of the Common Stock offered hereby. Mr. Eggers owns substantially less than 1% of the Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 722 and 723 of the Business Corporation Law of the State of New York (the "BCL") provide that a corporation may indemnify its current and former directors and officers under certain circumstances. 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 fullest extent permitted by, and consistent with, the BCL. Section 402(b) of the BCL provides that a corporation may include a provision in its certificate of incorporation limiting the liability of its directors to the corporation or its shareholders for damages for violation of law or receipt of an improper personal benefit or for certain illegal dividends, loans or stock repurchases. Paragraph 7 of the Registrant's Restated Certificate of Incorporation contains such a provision. ITEM 8. EXHIBITS. Each of the following exhibits is filed herewith: 5.1 Opinion of William D. Eggers, Esq., Senior Vice President and General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Consent of Mr. Eggers (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; -4- (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 aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, 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; and (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 further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. -5- 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 12th day of July, 2000. 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 July 12, 2000 by the following persons in the capacities indicated:
NAME AND SIGNATURE TITLE - ------------------ ----- /s/ ROGER G. ACKERMAN Chairman of the Board, Principal - ----------------------------------- Executive Officer and Director (Roger G. Ackerman) /s/ JAMES B FLAWS Executive Vice President and - ----------------------------------- Principal Financial Officer (James B. Flaws) /s/ KATHERINE A. ASBECK Vice President, Controller and - ----------------------------------- Principal Accounting Officer (Katherine A. Asbeck) * Director - ----------------------------------- (John Seely Brown) * Director - ----------------------------------- (John H. Foster) * Director - ----------------------------------- (Norman E. Garrity) * Director - ----------------------------------- (Gordon Gund)
-6-
NAME AND SIGNATURE TITLE - ------------------ ----- Director - ----------------------------------- (John M. Hennessy) * Director - ----------------------------------- (James R. Houghton) * Director - ----------------------------------- (John W. Loose) * Director - ----------------------------------- (James J. O'Connor) * Director - ----------------------------------- (Catherine A. Rein) Director - ----------------------------------- (Deborah D. Rieman) * Director - ----------------------------------- (H. Onno Ruding) * Director - ----------------------------------- (William D. Smithburg) *By: /s/ WILLIAM D. EGGERS ------------------------------ (William D. Eggers) (Attorney-in-fact)
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 5.1 Opinion of William D. Eggers, Esq., Senior Vice President and General Counsel of the Registrant, as to the legality of the securities being registered. 23.1 Consent of Mr. Eggers (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of attorney EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 Corning Incorporated WILLIAM D. EGGERS One Riverfront Plaza Corning, New York 14813 Senior Vice President and General Counsel 607-974-5656 fax 607-974 8656 Exhibit 5.1 July 12, 2000 To the Board of Directors of Corning Incorporated Gentlemen: I am Senior Vice President and General Counsel of Corning Incorporated, a New York corporation ("Corning"), and am familiar with the preparation and filing of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to an aggregate of 656,087 shares of Corning Common Stock, par value $.50 per share, which may be issued and sold by Corning pursuant to a certain stock option plan (the "Plan") of IntelliSense Corporation, a wholly-owned subsidiary of Corning. In this connection, I have examined the originals, or copies certified to my satisfaction, of such corporate records of Corning, certificates of public officials and officers of Corning, 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. Corning is a corporation duly incorporated and validly existing under the laws of the State of New York; 2. The shares of Corning Common Stock to be issued and sold by Corning pursuant to the Plan, when issued or sold in accordance with the Plan, will be duly authorized, validly issued, fully paid and non-assessable; and 3. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974. 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 in "Interests of Named Experts and Counsel" in such Registration Statement. Very truly yours, /s/ WILLIAM D. EGGERS EX-23.2 3 ex-23_2.txt EXHIBIT 23.2 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 February 2, 2000, except for Note 18, which is as of February 14, 2000, relating to the financial statements, which appears on page 24 of Corning Incorporated's Annual Report on Form 10-K/A for the year ended December 31, 1999. We also consent to the application of such report to the financial statement schedule appearing on page 54 of the Form 10-K/A when such schedule is read in conjunction with the financial statements referred to in our report. /s/ PRICEWATERHOUSECOOPERS LLP ---------------------------- PRICEWATERHOUSECOOPERS LLP New York, New York July 11, 2000 EX-24.1 4 ex-24_1.txt EXHIBIT 24.1 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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of June, 2000. /s/ ROGER G. ACKERMAN ------------------------------ Roger G. Ackerman 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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd day of June, 2000. /s/ JOHN H. FOSTER --------------------------- John H. Foster 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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 20th day of June, 2000. /s/ NORMAN E. GARRITY ----------------------------- Norman E. Garrity 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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 29th day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of June, 2000. /s/ JOHN W. LOOSE ------------------------------ John W. Loose 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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 21st day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 22nd day of June, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of IntelliSense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of IntelliSense Corporation to purchase shares of the capital stock of IntelliSense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 7th day of July, 2000. /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, hereby constitutes and appoints Katherine A. Asbeck, William D. Eggers and James B. Flaws, or any one of them, his true and lawful attorneys and agents, in the name and on behalf of the undersigned, to do any and all acts and things and execute any and all instruments which the said attorneys and agents, or any one of them, may deem necessary or advisable to enable Corning Incorporated to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933 of shares of its Common Stock constituting the merger consideration in connection with the acquisition by Corning Incorporated of the capital stock of Intellisense Corporation, a Massachusetts corporation, and the exercise of options to purchase shares of the Common Stock of Corning Incorporated (which options may be offered in substitution for options held by certain employees of Intellisense Corporation to purchase shares of the capital stock of Intellisense Corporation), including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in his capacity as Director and/or Officer of Corning Incorporated to one or more Registration Statements (on whatever form or forms may be determined to be appropriate) to be filed with the Securities and Exchange Commission in respect of said shares of Common Stock, to any and all amendments to the said Registration Statements, including Post-Effective Amendments, and to any and all instruments and documents filed as a part of or in connection with the said Registration Statements or amendments thereto; HEREBY RATIFYING AND CONFIRMING all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents this 23rd day of June, 2000. /s/ WILLIAM D. SMITHBURG -------------------------------- William D. Smithburg -----END PRIVACY-ENHANCED MESSAGE-----