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 22, 2002 SCHOLASTIC CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-19860 13-3385513 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 557 BROADWAY, NEW YORK, NEW YORK 10012 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 343-6100 SCHOLASTIC CORPORATION CURRENT REPORT ON FORM 8-K, DATED AUGUST 22, 2002 - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The following exhibit is furnished as part of this report. Exhibit Number Description of Document ------ ----------------------- 99.1 Press release of Scholastic Corporation, dated August 22, 2002. ITEM 9. REGULATION FD DISCLOSURE See Exhibit 99.1 noticing the announcement by Scholastic Corporation (the "Company") that it has filed today with the Securities and Exchange Commission (the "SEC") (a) an Annual Report on Form 10-K for its fiscal year ended May 31, 2002 and (b) unqualified certifications regarding the Form 10-K by its Chief Executive Officer and Chief Financial Officer, thereby fully complying with all of the currently applicable certification requirements of the SEC and the Sarbanes-Oxley Act of 2002. The information in this Current Report on Form 8-K, including Exhibits, shall not be deemed to be incorporated by reference into any of the Company's filings with the SEC under the Securities Act of 1933. 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. SCHOLASTIC CORPORATION (Registrant) Date: August 22, 2002 /s/ Kevin J. McEnery -------------------------------- Executive Vice President & Chief Financial Officer SCHOLASTIC CORPORATION CURRENT REPORT ON FORM 8-K, DATED AUGUST 22, 2002 EXHIBIT INDEX - -------------------------------------------------------------------------------- Exhibit Number Description of Document -------------- ----------------------- Exhibit 99.1 Press release of Scholastic Corporation, dated August 22, 2002