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 August 12, 2002 --------------- Date of Report (Date of earliest event reported) INTERNATIONAL FLAVORS & FRAGRANCES INC. --------------------------------------- (Exact name of registrant as specified in its charter) New York -------- (State or other jurisdiction of incorporation) 1-4858 13-1432060 ------ ---------- (Commission File Number) (IRS Employer Identification No.) 521 West 57th Street, New York, New York 10019 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) (212) 765-5500 -------------- (Registrant's telephone number, including area code)
ITEM 9. Regulation FD Disclosure. On August 12, 2002, each of Richard A. Goldstein, Chief Executive Officer of the Company (the Company's principal executive officer), and Douglas J. Wetmore, Chief Financial Officer of the Company (the Company's principal financial officer), submitted to the Securities and Exchange Commission sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. Copies of these statements are attached hereto as exhibits 99.1 and 99.2, respectively. On August 12, 2002, Messrs. Goldstein and Wetmore also provided the certification required pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). A copy of this certification is attached hereto as Exhibit 99.3.
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. INTERNATIONAL FLAVORS & FRAGRANCES INC. By: /s/ Stephen A. Block ------------------------------------- Name: Stephen A. Block Title: Senior Vice President, General Counsel and Secretary Dated: August 12, 2002
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 99.1 Statement Under Oath of Principal Executive Officer dated August 12, 2002 Exhibit 99.2 Statement Under Oath of Principal Financial Officer dated August 12, 2002 Exhibit 99.3 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 dated August 12, 2002
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Richard A. Goldstein, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of International Flavors & Fragrances Inc., 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 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": o the Annual Report on Form 10-K for the year ended December 31, 2001 of International Flavors & Fragrances Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of International Flavors & Fragrances Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Richard A. Goldstein - ----------------------------- Richard A. Goldstein Subscribed and sworn to Chairman of the Board and before me this 12th day of Chief Executive Officer August 2002. August 12, 2002 /s/ Mara Dumski -------------------------------- Notary Public My Commission Expires: November 21, 2002
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Douglas J. Wetmore, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of International Flavors & Fragrances Inc., 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 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": o the Annual Report on Form 10-K for the year ended December 31, 2001 of International Flavors & Fragrances Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of International Flavors & Fragrances Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Douglas J. Wetmore - ------------------------------- Douglas J. Wetmore Subscribed and sworn to Senior Vice President and before me this 12th day of Chief Financial Officer August 2002. August 12, 2002 /s/ Mara Dumski -------------------------------- Notary Public My Commission Expires: November 21, 2002
CERTIFICATION OF CEO AND CFO 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 on Form 10-Q of International Flavors & Fragrances Inc. (the "Company") for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Richard A. Goldstein, as Chief Executive Officer of the Company, and Douglas J. Wetmore, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his/her knowledge: (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 results of operations of the Company. /s/ Richard A. Goldstein - --------------------------------------------------- Name: Richard A. Goldstein Title: Chairman of the Board and Chief Executive Officer Date: August 12, 2002 /s/ Douglas J. Wetmore - --------------------------------------------------- Name: Douglas J. Wetmore Title: Senior Vice President and Chief Financial Officer Date: August 12, 2002 This certification accompanies the Report pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of (section) 18 of the Securities Exchange Act of 1934, as amended.