Corning Incorporated (Form: 8-K)  

 

UNITED STATES
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):   March 3, 2014

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)
     
Registrant’s telephone number, including area code:   607-974-9000

Not Applicable
______________________________________________
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))

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Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on October 22, 2013, the Board of Directors of Corning Incorporated ("Corning") approved a $2 billion share repurchase program to become effective upon the closing of Corning’s full acquisition of Samsung Corning Precision Materials Co., Ltd. (the "2014 Repurchase Program"). The closing took place on January 15, 2014. The 2014 Repurchase Program permits Corning to effect repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, advance repurchase agreements and/or other arrangements.

On March 3, 2014, Corning entered into an accelerated share repurchase agreement ("ASR") with Citibank, N.A. ("Citibank") to repurchase approximately $1.25 billion of Corning’s common stock. Under the ASR, Corning will make a $1.25 billion payment to Citibank on March 4, 2013 and will receive an initial delivery of approximately 52.5 million shares of Corning common stock from Citibank on the same day. The total number of shares Corning will repurchase under the ASR will be based generally upon the average daily volume weighted average price of Corning’s common stock during a repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR. At settlement, under certain circumstances, Citibank may be required to deliver additional shares of common stock to Corning, or under certain circumstances, Corning may be required either to deliver shares of common stock or to make a cash payment to Citibank. Final settlement of the transaction under the ASR is expected to occur in the second quarter of 2014. The terms of the transaction under the ASR are subject to adjustment if Corning were to enter into or announce certain types of transactions or to take certain corporate actions.





Item 7.01 Regulation FD Disclosure.

On March 4, 2014, Corning issued a press release (the "Press Release"), which is furnished herewith as Exhibit 99.1. The information in the attached Press Release is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.





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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 hereunto duly authorized.

         
    Corning Incorporated
          
March 4, 2014   By:   /s/ Linda E. Jolly
       
        Name: Linda E. Jolly
        Title: Corporate Secretary

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release