-----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, VLzdwfVDhIrIb5nRC4gh0ruiF3SXkFpeutqVh9cntB/ywuK/vPh1A0JCg9hQh8UO PDbbam2Io7mqT6qAY4jbyA== 0000950117-02-001867.txt : 20020813 0000950117-02-001867.hdr.sgml : 20020813 20020813151040 ACCESSION NUMBER: 0000950117-02-001867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACIA CORP /DE/ CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02516 FILM NUMBER: 02729427 BUSINESS ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 BUSINESS PHONE: 9089018000 MAIL ADDRESS: STREET 1: 100 ROUTE 206 NORTH CITY: PEAPACK STATE: NJ ZIP: 07977 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CO DATE OF NAME CHANGE: 19920703 8-K 1 a33183.txt PHARMACIA CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 12, 2002 PHARMACIA CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-2516 43-0420020 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 100 Route 206 North, Peapack, New Jersey 07977 (Address of Principal Executive Office) (Zip Code) 908-901-8000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 9. REGULATION FD DISCLOSURE. (a) On August 13, 2002, Fred Hassan, Principal Executive Officer, and Christopher J. Coughlin, Principal Financial Officer, of Pharmacia Corporation (NYSE: PHA) ("Pharmacia"), submitted sworn statements to the Securities and Exchange Commission, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460, issued June 27, 2002). A copy of each statement is attached to this Form 8-K and furnished herewith, pursuant to Item 9, as Exhibit 99.1 and Exhibit 99.2. (b) On August 13, 2002, in connection with the filing of Pharmacia's quarterly report on Form 10-Q for the quarter ended June 30, 2002, the Principal Executive Officer and Principal Financial Officer of Pharmacia submitted sworn statements to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of each statement is attached to this Form 8-K and furnished herewith, pursuant to Item 9, as Exhibit 99.3 and Exhibit 99.4. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits
Exhibit No. Description - ----------- ------------ 99.1 Statement under Oath of Principal Executive Officer, dated August 12, 2002, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) (filed herewith). 99.2 Statement under Oath of Principal Financial Officer, dated August 12, 2002, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) (filed herewith). 99.3 Certification of Principal Executive Officer, dated August 12, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 99.4 Certification of Principal Financial Officer, dated August 12, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
-3- 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 hereunto duly authorized. PHARMACIA CORPORATION Date: August 13, 2002 By: /s/ Don W. Schmitz ------------------------- Don W. Schmitz Vice President and Secretary -4- EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Statement under Oath of Principal Executive Officer, dated August 12, 2002, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) (filed herewith). 99.2 Statement under Oath of Principal Financial Officer, dated August 12, 2002, pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (Order No. 4-460) (filed herewith). 99.3 Certification of Principal Executive Officer, dated August 12, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 99.4 Certification of Principal Financial Officer, dated August 12, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
-5- EX-99 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Fred Hassan, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Pharmacia Corporation ("Pharmacia"), 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 Pharmacia'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 year ended December 31, 2001 of Pharmacia; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Pharmacia 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 Hassan - --------------- Subscribed and sworn to Fred Hassan before me this 12th day of Chairman and Chief Executive Officer August 2002. Date: August 12, 2002 /s/ Edward J. May ----------------- Notary Public My Commission Expires: Edward J May A Notary Public of New Jersey My Commission Expires September 20, 2006 EX-99 4 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Christopher J. Coughlin, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Pharmacia Corporation ("Pharmacia"), 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 Pharmacia'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 year ended December 31, 2001 of Pharmacia; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Pharmacia filed with the Commission subsequent to the filing of the Form 10-K identified above; and Any amendments to any of the foregoing. /s/ Christopher J. Coughlin - --------------------------- Subscribed and sworn to Christopher J. Coughlin before me this 12th day of Executive Vice President and August 2002. Chief Financial Officer Date: August 12, 2002 /s/ Edward J. May ----------------- Notary Public My Commission Expires: Edward J May A Notary Public of New Jersey My Commission Expires September 20, 2006 EX-99 5 ex99-3.txt EXHIBIT 99.3 Exhibit 99.3 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 Pharmacia Corporation (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 Hassan, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C 1350, as adopted pursuant to 'SS' 906 of the Sarbanes-Oxley Act of 2002, that: (1) 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 result of operations of the Company. /s/ Fred Hassan - ---------------------------------------- Fred Hassan Chairman and Chief Executive Officer August 12, 2002 Subscribed and sworn to before me this 12th day of August 2002. /s/ Edward J. May - ------------------ Notary Public My Commission Expires: Edward J May A Notary Public of New Jersey My Commission Expires September 20, 2006 EX-99 6 ex99-4.txt EXHIBIT 99.4 Exhibit 99.4 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 Pharmacia Corporation (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, Christopher J. Coughlin, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C 1350, as adopted pursuant to 'SS' 906 of the Sarbanes-Oxley Act of 2002, that: (1) 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 result of operations of the Company. /s/ Christopher J. Coughlin - ---------------------------------------- Christopher J. Coughlin Executive Vice President and Chief Financial Officer August 12, 2002 Subscribed and sworn to before me this 12th day of August 2002. /s/ Edward J. May - ------------------- Notary Public My Commission Expires: Edward J May A Notary Public of New Jersey My Commission Expires September 20, 2006 -----END PRIVACY-ENHANCED MESSAGE-----