Exhibit Index
Sequential Page
Exhibit Number
- ------- ------
31.1 Certification of Eugene R. Corasanti pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act, as adopted pursuant to Section 302 E-1
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Robert D. Shallish, Jr. pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. E-2
32.1 Certification of Eugene R. Corasanti and Robert D.
Shallish, Jr. pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the E-3
Sarbanes-Oxley Act of 2002.
26
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eugene R. Corasanti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CONMED Corporation;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and
report financial information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
August 9, 2004
/s/ Eugene R. Corasanti
-------------------------
Eugene R. Corasanti
Chairman of the Board and
Chief Executive Officer
E-1