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 1, 2002 SOLUTIA INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE -------- (STATE OF INCORPORATION) 001-13255 43-1781797 --------- ---------- (COMMISSION (IRS EMPLOYER FILE NUMBER) IDENTIFICATION NO.) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 - --------------------------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 674-1000 -------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS. (c) The following exhibits are filed as part of this report: Exhibit Number Description -------------- ----------- 99.1 Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings ITEM 9. REGULATION FD DISCLOSURE On June 27, 2002, the Securities and Exchange Commission issued an order requiring the principal executive officer and principal financial officer of large companies, including Solutia, to certify under oath that certain filings made pursuant to the Securities Exchange Act of 1934 did not (i) contain an untrue statement of a material fact or (ii) fail to state a material fact necessary to make the statements in the report, in light of the circumstances under which they were made, not misleading, as of the end of the period covered by the report. The filings included under this order are the company's most recent Annual Report on Form 10-K, all reports on Form 10-Q and Form 8-K filed subsequent to the Form 10-K, all definitive proxy materials filed subsequent to the Form 10-K, and any amendments to any of the foregoing reports. Attached as Exhibits 99.1 and 99.2 to this Form 8-K are the certifications of Solutia's Chief Executive Officer and Chief Financial Officer. The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. 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, THEREUNTO DULY AUTHORIZED. SOLUTIA INC. ------------------------------------ (Registrant) /s/ Karen L. Knopf ------------------------------------ Assistant Secretary DATE: AUGUST 1, 2002 EXHIBIT INDEX These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description - -------------- ----------- 99.1 Statement under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings