SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 12, 2003
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Riverfront Plaza, Corning, New York 14831
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 974-9000
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
Exhibit Index on Page 4
Item 9. Regulation FD Disclosure.
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On May 12, 2003, Corning Incorporated announced that it has agreed to sell a
significant portion of its photonic technologies business to Avanex Corporation
in exchange for common stock currently valued at approximately $25 million. The
press release relating to this announcement is furnished herewith as Exhibit
99.1.
(c) Exhibits
99.1. Press Release dated May 12, 2003.
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 hereunto duly authorized.
Dated: May 13, 2003
CORNING INCORPORATED
By: /s/ Katherine A. Asbeck
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Katherine A. Asbeck
Senior Vice President & Controller
INDEX TO EXHIBITS
(c) Exhibits
99.1 Press Release dated May 12, 2003
FOR RELEASE - MAY 12, 2003
Corning Communications Contact: Investor Relations Contact:
Daniel F. Collins Kenneth C. Sofio
(607) 974-4197 (607) 974-7705
collinsdf@corning.com sofiokc@corning.com
Corning Announces Photonic Technologies Sale
Joins with Avanex and Alcatel Optronics
CORNING, N.Y.--Corning Incorporated (NYSE:GLW) announced today that it has
agreed to sell a significant portion of its photonic technologies business to
Avanex Corporation in exchange for common stock currently valued at
approximately $25 million.
Separately, Avanex announced it would also acquire Alcatel Optronics and combine
its existing business with the two acquisitions to strengthen its position as a
market-leading photonics provider. Corning said it would own 17 percent of
Avanex's common stock after both transactions are completed.
Corning said that the Avanex transaction would require normal regulatory
approvals as well as Avanex shareholder approval. Corning's board of directors
has approved the transaction, which is expected to close in the third quarter.
Wendell Weeks, Corning's president and chief operating officer, said, "We
strongly believe that the transaction we are announcing today with Avanex and
Alcatel Optronics will create a powerful optical components company. The optical
components industry has been forced to consolidate because of the extended
downturn in the telecommunications industry. Following the Corning and Alcatel
Optronics acquisitions, Avanex will have the products, technologies, people and
financial resources to capture new market opportunities as they arise."
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Corning Announces Photonic Technologies Sale
Page Two
Weeks added, "We have been committed to reaching a decision on the future of our
Photonics Technologies business by the middle of this year. This transaction
enables us to preserve the largest number of jobs possible while we continue to
focus on achieving our goal of returning to profitability in 2003." He said
Corning is committed to its remaining telecommunications businesses and
continues to invest in extending its market-leading optical fiber, cable and
hardware and equipment businesses.
"We are building on our market-leading positions in these businesses and believe
we are well-positioned to grow when the telecommunications industry recovery
begins," Weeks said.
Corning said that Avanex would acquire assets relating to the company's optical
amplifier facility in Erwin, N.Y. and its optical components plant in Milan,
Italy. Corning expects Avanex to acquire approximately 400 employees in this
transaction.
The company also said it would close its Corning Lasertron facility in Bedford,
Mass. by the end of this year, eliminating approximately 150 positions.
Lasertron manufactures photonic components including pump lasers.
Second-quarter charge Corning said that the photonic technologies actions
announced today would result in a second-quarter pretax charge of approximately
$50 million to $70 million. These charges, in part, will be determined by the
fair value of Avanex's common stock received by Corning at the Avanex
transaction closing date. Corning said the cash impact of this transaction
including restructuring charges for units not sold and a $20 million
contribution to Avanex would be approximately $40 million to $50 million. The
company will release further financial details on the transaction in its second
quarter results in July.
James B. Flaws, Corning's vice chairman and chief financial officer, said, "The
dramatic reduction in photonic technologies demand resulted in Corning
undertaking significant restructuring actions over the past several years. While
we have been able to reduce our losses, we continue to experience negative cash
flow. This transaction is an important step in ensuring that Corning both
achieves its goal of returning to profitability later this year and strengthens
its financial position."
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Corning Announces Photonic Technologies Sale
Page Three
Avanex Corporation will file a proxy statement describing the transaction with
the United States Securities and Exchange Commission (SEC). In addition, Avanex
will file other information and documents concerning the transaction and its
business with the SEC. Investors in the common stock of Avanex are encouraged to
review the proxy statement and other information to be filed with the SEC
because they will contain important information. These documents will be
available without charge on the SEC's web site at www.sec.gov. Investors should
read the Avanex proxy statement carefully before making any voting or investment
decisions.
About Corning Incorporated Established in 1851, Corning Incorporated
(www.corning.com) creates leading-edge technologies that offer growth
opportunities in markets that fuel the world's economy. Corning manufactures
optical fiber, cable and photonic products in its Telecommunications segment.
Corning's Technologies segment manufactures high-performance display glass, and
products for the environmental, life sciences, and semiconductor markets.
Forward-Looking 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.