July 31, 2002

In the last day, there has been a lot of discussion about the two potentially conflicting provisions in Sarbanes-Oxley Act requiring CEO and CFO certifications. The first provision, in Section 302 of the Act, will not be effective until the SEC adopts rules requiring the certification, which it must do within 30 days. However, the other provision, in Section 906 of the Act, does not provide for a delayed effective date and is not dependent on SEC rule making, so it is effective immediately and applicable to the 10-Qs currently being filed by public companies.

Section 906 requires that periodic reports containing financial statements (i.e., 10-Ks, 10-Qs, and some 8-Ks) be accompanied by a written statement by the CEO and CFO that certifies that the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.