As filed with the Securities and Exchange Commission on July 1, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 20-F/A
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[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]
Commission file number 1-15102
EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA S.A.
(Exact name of Registrant as specified in its charter)
EMBRAER - Brazilian Aviation Company Inc.
(Translation of Registrant's name into English)
Federative Republic of Brazil
(Jurisdiction of Incorporation)
Avenida Brigadeiro Faria Lima, 2170
12227-901 Sao Jose dos Campos, Sao Paulo, Brazil
(Address of principal executive offices)
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Preferred shares, without par value New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary New York Stock Exchange
Receipts), each representing four preferred shares
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* Not for trading purposes, but only in connection with the registration
of American Depositary Shares pursuant to the requirements of the
Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None.
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Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None.
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Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report:
242,544,448 common shares, without par value
470,429,907 preferred shares, without par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate by check mark which financial statement item the registrant
has elected to follow.
Item 17 [ ] Item 18 [ x ]
EXPLANATORY NOTE
The sole purpose of this amendment to our Annual Report on Form 20-F
for the fiscal year ended December 31, 2002 is to include the certifications
that follow the signature page hereto, which were previously submitted to the
Securities and Exchange Commission in connection with the filing of our Annual
Report on Form 20-F on June 30, 2003.
2
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant hereby certifies that it meets all of the
requirements for filing this Annual Report on Form 20-F/A and has duly caused
this Annual Report or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.
By: /s/ ANTONIO LUIZ PIZARRO MANSO
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Name: Antonio Luiz Pizarro Manso
Title: Executive Vice-President Corporate and Chief
Financial Officer
By: /s/ CARLOS ROCHA VILLELA
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Name: Carlos Rocha Villela
Title: Vice-President and General Counsel
CERTIFICATION
I, Mauricio Novis Botelho, certify that:
1. I have reviewed this annual report on Form 20-F of Embraer -Empresa
Brasileira de Aeronautica S.A.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures 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 annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 30, 2003
By:/s/ MAURICIO NOVIS BOTELHO
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Name: Mauricio Novis Botelho
Title: President and Chief Executive Officer
CERTIFICATION
I, Antonio Luiz Pizarro Manso, certify that:
1. I have reviewed this annual report on Form 20-F of Embraer -Empresa
Brasileira de Aeronautica S.A.;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures 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 annual report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 30, 2003
By:/s/ ANTONIO LUIZ PIZARRO MANSO
--------------------------------------------
Name: Antonio Luiz Pizarro Manso
Title: Executive Vice-President Corporate and Chief Financial Officer