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: August 5, 2002
Commission file number 1-10948
OFFICE DEPOT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2663954
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Old Germantown Road, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 438-4800
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1.1 and 99.1.2. Conformed copies of the certificates signed under oath and
delivered by Office Depot's Chairman and CEO, Bruce Nelson, and its Chief
Financial Officer, Charles Brown, to the SEC, in accordance with SEC
requirements.
ITEM 9. REGULATION FD DISCLOSURE
On August 2, 2002, Office Depot Inc.'s Chairman and Chief Executive Officer,
Bruce Nelson, and its Chief Financial Officer, Charles Brown, each delivered for
filing with the United States Securities and Exchange Commission ("SEC") a
statement in the form required by the SEC to be filed by CEOs and CFOs of 947
designated publicly held companies, certifying as to the accuracy of the
Company's statements filed with the SEC on Forms 10-K, 10-Q and all other
filings with the Commission subsequent to the filing of the Company's Form 10-K
on March 19, 2002.
Attached to this Form 8-K as Exhibit 99.1.1 and 99.1.2 are conformed copies of
Mr. Nelson's and Mr. Brown's statements.
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 thereunto duly authorized.
OFFICE DEPOT, INC.
Date: August 5, 2002 By: /S/ DAVID C. FANNIN
David C. Fannin
Executive Vice President and
General Counsel
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
[Conformed Copy]
I, Bruce Nelson, principal executive officer of Office Depot, Inc., state and
attest that:
(1) to the best of my knowledge, based upon a review of the covered reports of
Office Depot, 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 of Office Depot, Inc., filed with
the Commission on March 19, 2002.
o All reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Office Depot, 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/ Bruce Nelson
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Bruce Nelson
August 2, 2002
State of Florida )
Palm Beach County )
Subscribed and sworn to before me, a Notary Public, this 2nd day of August,
2002, by Bruce Nelson, known to me to be the principal executive officer of
Office Depot, Inc.
/S/ Janice M. Obst
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Notary Public
Commission Expires: July 13, 2006
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STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
[Conformed Copy]
I, Charles Brown, principal financial officer of Office Depot, Inc., state and
attest that:
(1) to the best of my knowledge, based upon a review of the covered reports of
Office Depot, 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 of Office Depot, Inc., filed with
the Commission on March 19, 2002.
o All reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Office Depot, 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/ Charles Brown
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Charles Brown
August 2, 2002
State of Florida )
Palm Beach County )
Subscribed and sworn to before me, a Notary Public, this 2nd day of August,
2002, by Charles Brown, known to me to be the principal financial officer of
Office Depot, Inc.
/S/ Janice M. Obst
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Notary Public
Commission Expires: July 13, 2006
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