Ceridian Corporation
Table of Contents

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):
August 14, 2002

CERIDIAN CORPORATION


(Exact name of registrant as specified in its charter)
         
Delaware   1-15168   41-1981625

 
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

3311 East Old Shakopee Road, Minneapolis, Minnesota 55425


(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (952) 853-8100

 


TABLE OF CONTENTS

SIGNATURES
INDEX TO EXHIBITS
EX-99.1 Statement of principal executive officer
EX-99.2 Statement of principal financial officer
EX-99.3 statements of CEO and CFO


Table of Contents

     
Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

  c.   Exhibits
     
99.1   Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.
 
99.2   Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.
 
99.3   Statements of Chief Executive Officer and Chief Financial Officer of Ceridian Corporation dated August 14, 2002 required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002, which accompanied the filing of Ceridian Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002.
     
Item 9.   Regulation FD Disclosure.

     On August 14, 2002, in accordance with Order No. 4-460 and pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934, sworn statements were filed with the Securities and Exchange Commission by the principal executive officer and the principal financial officer of Ceridian Corporation. Copies of each sworn statement are furnished as Exhibits 99.1 and 99.2 to this report.

     On August 14, 2002, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002, and in connection with the filing of Ceridian Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, written statements of the Chief Executive Officer and Chief Financial Officer of Ceridian Corporation were filed as correspondence with the Securities and Exchange Commission. A copy of these statements is furnished as Exhibit 99.3 of this report.

2


Table of Contents

SIGNATURES

     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.

         
        CERIDIAN CORPORATION
 
         
 
        /s/ Gary M. Nelson

        Gary M. Nelson
Executive Vice President, General Counsel and
     Corporate Secretary
 
         
 
Dated:   August 14, 2002      

3


Table of Contents

INDEX TO EXHIBITS

         
Exhibit No.   Item   Method of Filing

 
 
99.1   Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.   Filed electronically
         
99.2   Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 13, 2002.   Filed electronically
 
99.3   Statements of Chief Executive Officer and Chief Financial Officer of Ceridian Corporation dated August 14, 2002 required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002, which accompanied the filing of Ceridian Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002.   Filed electronically

4