SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2002
FMC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16489 36-4412642
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
200 E. Randolph Drive
Chicago, Illinois 60601
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(Address of principal executive offices)
(312) 861-6000
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(Registrant's telephone number, including area code)
TABLE OF CONTENTS
ITEM 9. REGULATION FD DISCLOSURE
1. VOLUNTARY CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER
2. CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER PURSUANT TO 18 U.S.C. (S) 1350 ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
ITEM 9 REGULATION FD DISCLOSURE
1. On August 14, 2002, FMC Technologies, Inc.'s Chairman, President and
Chief Executive Officer, Joseph H. Netherland and Senior Vice President, Chief
Financial Officer and Treasurer, William H. Schumann III submitted to the
Securities and Exchange Commission on a voluntary basis sworn statements
pursuant to SEC Order 4-460. The text of each of these sworn statements is set
forth below:
Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Joseph H. Netherland, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of FMC Technologies, Inc. (the "Company"), 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":
. the December 31, 2001 Annual Report on Form 10-K filed with
the Commission of FMC Technologies, Inc.
. all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of FMC Technologies, Inc. filed
with the Commission subsequent to the filing of the Form
10-K identified above; and
. any amendments to any of the foregoing.
/s/ Joseph H. Netherland Subscribed and sworn to
------------------------ before me this 14th day of
Joseph H. Netherland August, 2002.
August 14, 2002
/s/ Elizabeth C. Towle
--------------------------
Notary Public
My Commission Expires:
04/02/03
--------------------------
Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, William H. Schumann III, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of FMC Technologies, Inc. (the "Company"), 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":
. the December 31, 2001 Annual Report on Form 10-K filed with the
Commission of FMC Technologies, Inc.
. all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of FMC Technologies, Inc. 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. Schumann III Subscribed and sworn to
------------------------------- before me this 14th day of
William H. Schumann III August, 2002.
August 14, 2002
/s/ Elizabeth C. Towle
---------------------------------
Notary Public
My Commission Expires:
04/02/03
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2. On August 14, 2002, FMC Technologies, Inc. filed its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 with the Securities and Exchange
Commission. Accompanying such report were certifications of FMC Technologies,
Inc.'s Chairman, President and Chief Executive Officer, Joseph H. Netherland and
Senior Vice President, Chief Financial Officer and Treasurer, William H.
Schumann III pursuant to 18 U.S.C. (S) 1350 adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. The text of each of these certifications is set
forth below:
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. (S) 1350 adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
I, Joseph H. Netherland, hereby certify pursuant to 18 U.S.C. (S) 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i) The accompanying Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations
of FMC Technologies, Inc.
/s/ Joseph H. Netherland
--------------------------------
Joseph H. Netherland
Chairman, President and Chief Executive Officer
I, William H. Schumann III, hereby certify pursuant to 18 U.S.C. (S) 1350
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(i) The accompanying Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002 fully complies with the requirements of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii) The information contained in such report fairly presents, in all
material respects, the financial condition and results of operations
of FMC Technologies, Inc.
/s/ William H. Schumann III
------------------------------------
William H. Schumann III
Senior Vice President, Chief Financial Officer and Treasurer
The foregoing certifications are being furnished solely pursuant to 18 U.S.C.
(S) 1350 and are not being filed as part of this report or as a separate
disclosure document.
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.
Date: August 14, 2002
FMC TECHNOLOGIES, INC.
By: /s/ Jeffrey W. Carr
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Jeffrey W. Carr
Vice President, General Counsel and
Secretary