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): August 9, 2002
ENGELHARD CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8142 22-1586002
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 Wood Avenue
Iselin, New Jersey 08830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 205-5000
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None
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed as a part of this report:
Exhibit No. Description
99.1 Statement Under Oath of Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
Item 9. Regulation FD Disclosure.
On August 9, 2002, Barry W. Perry, Chairman and Chief Executive Officer of
Engelhard Corporation (the "Corporation"), and Michael A. Sperduto, Vice
President and Chief Financial Officer of the Corporation, each filed with
Securities and Exchange Commission (the "SEC") a statement under oath regarding
facts and circumstances relating to the Securities Exchange Act filings of the
Corporation, as required by the SEC's Order Requiring the Filing of Sworn
Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934
(File No. 4-460, June 27, 2002).
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SIGNATURE
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.
ENGELHARD CORPORATION
Date: August 9, 2002 By: /s/ Michael A. Sperduto
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Name: Michael A. Sperduto
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Statement Under Oath of Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
99.2 Statement Under Oath of Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act Filings.
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Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Barry W. Perry, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Engelhard Corporation, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31, 2001
of Engelhard Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Engelhard Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Barry W. Perry Subscribed and sworn to
-------------------------------------------- before me this 8th day of
Barry W. Perry August 2002
Date: August 8, 2002
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/s/ Laurie A. Beck
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Notary Public
My Commission Expires:
Nov. 7, 2002
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Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Michael A. Sperduto, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Engelhard Corporation, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the period
covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31, 2001
of Engelhard Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Engelhard Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Michael A. Sperduto Subscribed and sworn to
------------------------------------ before me this 8th day of
Michael A. Sperduto August 2002
Date: August 8, 2002
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/s/ Laurie A. Beck
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Notary Public
My Commission Expires:
Nov. 7, 2005
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