8-K 1 d8k.txt FORM 8-K CURRENT REPORT 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: August 13, 2002 CONVERGYS CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-4379 31-1598292 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 201 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 723-7000 Form 8-K Convergys Corporation Item 7. Exhibits. (a) Exhibits: 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Certification of Periodic Financial Report By Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. 99.4 Certification of Periodic Financial Report By Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Item 9. Regulation FD Disclosure. On August 13, 2002, James F. Orr, President and Chief Executive Officer of Convergys Corporation, and Steven G. Rolls, Chief Financial Officer of Convergys Corporation, each signed the sworn statement required by SEC Order 4-460. On August 13, 2002, the sworn statements were submitted to the SEC. A copy of each of these statements is attached as Exhibits 99.1 and 99.2 hereto. On August 13, 2002, James F. Orr, President and Chief Executive Officer of Convergys Corporation, and Steven G. Rolls, Chief Financial Officer of Convergys Corporation, each signed the Certification of Periodic Financial Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the Convergys Corporation Form 10-Q for the quarterly period ended June 30, 2002. The Certifications were submitted to the Securities and Exchange Commission on August 13, 2002. A copy of each of these Certifications is attached as Exhibits 99.3 and 99.4 hereto. 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. CONVERGYS CORPORATION By: /s/ William H. Hawkins II --------------------------------------- William H. Hawkins II General Counsel and Secretary Date: August 13, 2002 Form 8-K Convergys Corporation Exhibit Index Exhibit Nos. Description 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 99.3 Certification of Periodic Financial Report By Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002. 99.4 Certification of Periodic Financial Report By Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.