Attached files
file | filename |
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EX-4.2 - EXHIBIT 4.2 - STANLEY BLACK & DECKER, INC. | ex4-2.htm |
EX-4.1 - EXHIBIT 4.1 - STANLEY BLACK & DECKER, INC. | ex4-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
December
21, 2009
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Date
of Report (Date of earliest event reported)
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THE
STANLEY WORKS
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(Exact
name of registrant as specified in its charter)
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Connecticut
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1-5244
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06-0548860
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1000
Stanley Drive
New
Britain, Connecticut
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06053
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(Address
of principal executive offices)
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(Zip
Code)
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(860)
225-5111
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Registrant's
telephone number, including area code
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check the appropriate box below if the
Form 8-K is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
[ ]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c).
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Item
1.01. Entry Into A Material Definitive
Agreement.
On
December 22, 2009, the Company filed a Certificate of Amendment to its Restated
Certificate of Incorporation (the "Certificate of Amendment") classifying
1,100,000 shares of Preferred Stock into Series A Junior Participating Preferred
Stock (the "Preferred Classification") in order to ensure the availability of
sufficient shares of Series A Junior Participating Preferred Stock to permit the
full exercise of Rights under the Rights Agreement, dated as of January 19, 2006
(the "Rights Agreement"), between the Company, and Computershare Investor
Services L.L.C., as Rights Agent (the “Rights Agent”) after taking into account
the anticipated issuance of additional shares of common stock of the Company in
connection with the previously announced merger transaction involving the
Company and The Black & Decker Corporation. A copy of the
Certificate of Amendment is attached hereto as Exhibit 4.1 and is incorporated
by reference herein.
In
connection with the Preferred Classification, on December 21, 2009, the Company
entered into Amendment No. 1 ("Amendment No. 1") to the Rights Agreement so that
the Rights Agreement and Exhibit A thereto will reflect the aggregate number of
shares of Series A Junior Participating Preferred Stock reserved for
issuance.
A
copy of Amendment No. 1 is attached hereto as Exhibit 4.2 and is incorporated
herein by reference.
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
See
Item 1.01 above.
Item
9.01. Financial Statements and
Exhibits.
(c) Exhibits.
Exhibit
4.1
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Certificate
of Amendment to the Restated Certificate of Incorporation of the
Company.
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Exhibit
4.2
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009, between the Company and the Rights
Agent.
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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.
THE
STANLEY WORKS
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By: /s/ Bruce H.
Beatt
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Name:
Bruce H. Beatt
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Title:
Vice President, General Counsel and
Secretary
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Dated:
December 22, 2009
INDEX
TO EXHIBITS
Exhibit
4.1
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Certificate
of Amendment to the Restated Certificate of Incorporation of the
Company.
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Exhibit
4.2
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009, between the Company and the Rights
Agent.
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