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): September 6, 2002
MICROSOFT CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware |
0-14278 |
91-1144442 | ||
| (State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Microsoft Way
Redmond, Washington 98052
(Address of principal executive offices, including zip code)
425-882-8080
(Registrant’s telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure.
The statements under oath of the principal executive officer and the principal financial officer regarding facts and
circumstances relating to Exchange Act filings required by Order 4-460 are attached as Exhibits 99.1 and 99.2.
Item
7. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 |
Statement under oath of Steven A. Ballmer, principal executive officer regarding facts and circumstances relating to
Exchange Act filings required by Order 4-460 | |
| 99.2 |
Statement under oath of John G. Connors, principal financial officer regarding facts and circumstances relating to
Exchange Act filings required by Order 4-460 |
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.
| MICROSOFT CORPORATION | ||
| By: |
/S/ JOHN G. CONNORS | |
| John G. Connors Senior Vice
President; Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) | ||
Date: September 6, 2002
2
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 99.1 |
Statement under oath of Steven A. Ballmer, principal executive officer regarding facts and circumstances relating to
Exchange Act filings required by Order 4-460 | |
| 99.2 |
Statement under oath of John G. Connors, principal executive officer regarding facts and circumstances relating to
Exchange Act filings required by Order 4-460 |
3
EXHIBIT 99.1
Statement Under Oath of Principal Executive Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, Steven A. Ballmer, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Microsoft Corporation, 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”:
• |
2002 Annual Report on Form 10-K filed with the Commission of Microsoft Corporation; and |
• |
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Microsoft Corporation filed with the Commission subsequent to the filing
of the Form 10-K identified above; and |
• |
any amendments to any of the foregoing. |
| /S/ STEVEN A.
BALLMER |
| Steven A. Ballmer |
September 6, 2002
Subscribed and sworn to before me this 6th day of September 2002.
/S/ L.
PAULL
Notary Public
My Commission Expires: April 15, 2004
EXHIBIT 99.2
Statement Under Oath of Principal Financial Officer Regarding Facts and
Circumstances Relating to Exchange Act Filings
I, John G. Connors, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Microsoft
Corporation, 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”:
• |
2002 Annual Report on Form 10-K filed with the Commission of Microsoft Corporation; and |
• |
all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Microsoft Corporation filed with the Commission subsequent to the filing
of the Form 10-K identified above; and |
• |
any amendments to any of the foregoing. |
| /S/ JOHN G.
CONNORS |
| John G. Connors |
September 6, 2002
Subscribed and sworn to before me this 6th day of September 2002.
/S/ L.
PAULL
Notary Public
My Commission Expires: April 15, 2002