-----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, BldERJhA8LuGzOIKoyE/m68usL7M4KFOFDiLhheP6/zVQn5Qlc/qd0mb12pnE2oz cblSI156CnWQSfQYg0YxAA== 0000893220-02-001058.txt : 20020819 0000893220-02-001058.hdr.sgml : 20020819 20020819170208 ACCESSION NUMBER: 0000893220-02-001058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERCULES INC CENTRAL INDEX KEY: 0000046989 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 510023450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00496 FILM NUMBER: 02742903 BUSINESS ADDRESS: STREET 1: 1313 N MARKET ST STREET 2: HERCULES PLZ CITY: WILMINGTON STATE: DE ZIP: 19894 BUSINESS PHONE: 3025945000 MAIL ADDRESS: STREET 1: HERCULES PLAZA STREET 2: RM 8151 NW CITY: WILMINGTON STATE: DE ZIP: 19894-0001 FORMER COMPANY: FORMER CONFORMED NAME: HERCULES POWDER CO DATE OF NAME CHANGE: 19680321 8-K 1 w63278e8vk.txt FORM 8-K DATED AUGUST 19, 2002 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): August 19, 2002 Hercules Incorporated (Exact name of registrant as specified in its charter) Delaware 001-00496 51-0023450 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number) incorporation)
Hercules Plaza 1313 North Market Street Wilmington, Delaware 19894-0001 (Address of principal executive offices) (Zip Code) (302) 594-5000 (Registrant's telephone number, including area code) Item 9. Regulation FD Disclosure. On August 19, 2002, each of William H. Joyce, principal executive officer, and Fred G. Aanonsen, principal financial officer, of Hercules Incorporated ("Hercules") submitted to the Securities and Exchange Commission (the "Commission") sworn statements in accordance with Commission Order No. 4-460 pursuant to Section 21(a) of the Securities and Exchange Act of 1934. A copy of each of these statements is attached hereto as Exhibits 99.1 and 99.2. On August 19, 2002, each of William H. Joyce, chief executive officer, and Fred G. Aanonsen, vice president and controller, of Hercules made certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying Hercules' Quarterly Report on Form 10-Q for the period ending June 30, 2002. A copy of each of these certifications is attached hereto as Exhibits 99.3 and 99.4 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HERCULES INCORPORATED August 19, 2002 By: /s/ Israel J. Floyd --------------------------- Israel J. Floyd Corporate Secretary and General Counsel 2 EXHIBIT INDEX 99.1 Statement Under Oath of Principal Executive Officer of Hercules Incorporated, dated August 19, 2002, in accordance with Securities and Exchange Commission Order No. 4-460 and pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.2 Statement Under Oath of Principal Financial Officer of Hercules Incorporated, dated August 19, 2002, in accordance with Securities and Exchange Commission Order No. 4-460 and pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.3 Certification of Chief Executive Officer of Hercules Incorporated, dated August 19, 2002, in accordance with 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Vice President and Controller of Hercules Incorporated, dated August 19, 2002, in accordance with 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 2 EX-99.1 3 w63278exv99w1.txt STATEMENT UNDER OATH - PRINCIPAL EXECUTIVE OFFICER Exhibit 99.1 Mr. Jonathan G. Katz Secretary, Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, William H. Joyce, principal executive officer of Hercules Incorporated, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Hercules Incorporated, and, except as corrected or supplemented in a subsequent covered report: - 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 - 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": - Annual Report on Form 10-K of Hercules Incorporated for the fiscal year ended December 31, 2001 filed on March 29, 2002; - All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Hercules Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and - Any amendments to any of the foregoing. /s/ William H. Joyce - --------------------------- Subscribed and sworn to William H. Joyce before me this 19th day of August 19, 2002 August 2002. --------------------------- Notary Public My Commission Expires: --------------------------- 2 EX-99.2 4 w63278exv99w2.txt STATEMENT UNDER OATH - PRINCIPAL FINANCIAL OFFICER Exhibit 99.2 Mr. Jonathan G. Katz Secretary, Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Fred G. Aanonsen, principal financial officer of Hercules Incorporated, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Hercules Incorporated, and, except as corrected or supplemented in a subsequent covered report: - 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 - 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": - Annual Report on Form 10-K of Hercules Incorporated for the fiscal year ended December 31, 2001 filed on March 29, 2002; - All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Hercules Incorporated filed with the Commission subsequent to the filing of the Form 10-K identified above; and - Any amendments to any of the foregoing. /s/ Fred G. Aanonsen - --------------------------- Subscribed and sworn to Fred G. Aanonsen before me this 19th day of August 19, 2002 August 2002. --------------------------- Notary Public My Commission Expires: --------------------------- 2 EX-99.3 5 w63278exv99w3.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Hercules Incorporated (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William H. Joyce, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) Except as set forth below, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Pursuant to Securities and Exchange Commission Regulation S-X, Rule 3-10, the Company is required to provide condensed consolidating financial information on the Company and its subsidiaries in a prescribed format in all periodic reports filed with the SEC. The preparation of the condensed consolidating financial information is a complex process requiring substantial resources and the information necessary to present all of the required disclosures was not available in time to be included in the Report. The Company is in the process of preparing the required condensed consolidating financial information and intends to file a Form 10-Q/A, which will include this information, as soon as it is available. /s/ William H. Joyce William H. Joyce Chief Executive Officer August 19, 2002 EX-99.4 6 w63278exv99w4.txt CERTIFICATION OF VICE PRESIDENT AND CONTROLLER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Hercules Incorporated (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Fred G. Aanonsen, Vice President and Controller, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) Except as set forth below, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Pursuant to Securities and Exchange Commission Regulation S-X, Rule 3-10, the Company is required to provide condensed consolidating financial information on the Company and its subsidiaries in a prescribed format in all periodic reports filed with the SEC. The preparation of the condensed consolidating financial information is a complex process requiring substantial resources and the information necessary to present all of the required disclosures was not available in time to be included in the Report. The Company is in the process of preparing the required condensed consolidating financial information and intends to file a Form 10-Q/A, which will include this information, as soon as it is available. /s/ Fred G. Aanonsen Fred G. Aanonsen Vice President and Controller August 19, 2002 -----END PRIVACY-ENHANCED MESSAGE-----