Attached files
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
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Date
of Report (Date of Earliest Event Reported):
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March 11,
2010
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THE STANLEY WORKS
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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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(I.R.S.
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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Registrant’s
telephone number, including area code:
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(860)
225-5111
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Not
Applicable
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
x ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other
Events
On
March 11, 2010, the board of directors of The Stanley Works (“Stanley”)
approved the appointment of the six designees of The Black & Decker
Corporation (“Black & Decker”) to the post-merger fifteen member board of
directors of Stanley. These designees will become directors of
Stanley immediately following completion of the merger of Black &
Decker and Blue Jay Acquisition Corp. (“Merger Sub”) pursuant to the Agreement
and Plan of Merger (the “Merger Agreement”), dated as of November 2, 2009,
among Black & Decker, Stanley, and Merger Sub.
As
provided in the Merger Agreement and as previously disclosed in the joint proxy
statement/prospectus included in the Registration Statement on Form S-4
(File No. 333-163509) (the “Registration Statement”) filed by Stanley and
Black & Decker with the Securities Exchange Commission (the “SEC”), Black
& Decker previously selected Nolan D. Archibald, Black & Decker’s
current Chief Executive Officer, President and Chairman of its board of
directors, as one of Black & Decker’s designees to the post-merger Stanley
board of directors. Mr. Archibald will serve as Chairman of the
Stanley board of directors immediately following completion of the
merger.
The other
designees selected by Black & Decker and approved by the Stanley board of
directors are Benjamin H. Griswold, IV, George W. Buckley,
M. Anthony Burns, Manuel A. Fernandez and Robert L.
Ryan.
Biographical
information for each of Messrs. Griswold, Buckley, Burns, Fernandez,
Archibald and Ryan is provided below:
Benjamin H. Griswold,
IV
Bejamin
H. Griswold, IV, Chairman, Brown Advisory, was elected a director of Black &
Decker in 2001.
Mr.
Griswold joined Alex Brown & Sons in 1967, became a partner of the firm in
1972, was elected vice chairman of the board and director in 1984, and became
chairman of the board in 1987. Upon the acquisition of Alex Brown by Bankers
Trust New York Corporation in 1997, he became senior chairman of BT Alex Brown,
and upon the acquisition of Bankers Trust by Deutsche Bank in 1999, he became
senior chairman of Deutsche Banc Alex Brown, the predecessor of Deutsche Bank
Securities Inc. Mr. Griswold retired from Deutsche Bank Securities Inc. in
February 2005 and was appointed chairman of Brown Advisory, an asset management
and strategic advisory firm, in March 2005.
Mr.
Griswold, who is 69, also serves as a director of Baltimore Life Insurance
Company, Flowers Foods, Inc., and W.P. Carey & Co., LLC. He also serves on
the Deutsche Bank Americas Client Advisory Board. In the non-profit sector, he
is a trustee of the Johns Hopkins University and the Peabody Institute and
chairs the Baltimore Symphony Orchestra’s Endowment Board.
George W.
Buckley
George W.
Buckley, Chairman, President, and Chief Executive Officer of 3M Company, was
elected a director of Black & Decker in 2006.
From 1993
to 1997, Mr. Buckley served as the chief technology officer for the Motors,
Drives, and Appliance Component of Emerson Electric Company. Later, he served as
president of its U.S. Electric Motors Division. In 1997, he joined the Brunswick
Corporation as a vice president, became senior vice president in 1999, and
became executive vice president in 2000. Mr. Buckley was elected president and
chief operating officer of Brunswick in April 2000 and chairman and chief
executive officer in June 2000. In December 2005, he was elected chairman,
president, and chief executive officer of the 3M Company.
Mr.
Buckley, who is 63, also serves as a director of the 3M Company and
Archer-Daniels-Midland Company.
M. Anthony
Burns
M.
Anthony Burns, Chairman Emeritus, Ryder System, Inc., was elected a director of
Black & Decker in 2001.
Mr. Burns
served for nine years with Mobil Oil Corporation before joining Ryder System,
Inc. in 1974. He was elected president and chief operating officer and a
director of Ryder in 1979, chief executive officer in 1983, and chairman of the
board in 1985. He retired as chief executive officer in 2000 and as chairman of
the board and a director in 2002. Mr. Burns has a private business
relationship with Mr. Nolan D. Archibald which involves a real estate
development project known as Red Ledges. Red Ledges is a private golf and
four-season recreational community that is being develped in Heber City, Utah,
of which Mr. Archibald and Mr. Burns have been co-owners since August
2005. Neither Stanley nor Black & Decker are affiliated with the Red
Ledges project.
Mr.
Burns, who is 67, also serves as a director of Pfizer Inc. and J. C. Penney
Company, Inc. He is a life trustee of the University of Miami in
Florida.
Manuel A.
Fernandez
Manuel
A. Fernandez, Chairman Emeritus, Gartner, Inc., was elected a director of Black
& Decker in 1999.
Mr.
Fernandez held various positions with ITT, Harris Corporation, and Fairchild
Semiconductor Corporation before becoming president and chief executive officer
of Zilog Incorporated in 1979. In 1982, he founded Gavilan Computer Corporation
and served as president and chief executive officer and, in 1984, became
president and chief executive officer of Dataquest, Inc., an information
technology service company. From 1991, he served as president, chairman of the
board, and chief executive officer of Gartner, Inc., and was elected chairman
emeritus in 2001. Since 1998, he also has been the managing director of SI
Ventures, a venture capital firm.
Mr.
Fernandez, who is 63, also serves as non-executive chairman of SYSCO Corporation
and as a director of Brunswick Corporation and Flowers Foods,
Inc.
Nolan D.
Archibald
Nolan D.
Archibald has served as
President and Chief Executive Officer of The Black & Decker Corporation from
1986 through the present and as Chairman of the Board of The Black
& Decker Corporation from 1987 through the present.
Prior to
his tenure with The Black & Decker Corporation, Mr. Archibald served in
various executive positions with Conroy, Inc. In 1977, he became vice
president of marketing for the Airstream Division of Beatrice Companies,
Inc. His subsequent positions at Beatrice included president of Del
Mar Window Coverings, president of Stiffel Lamp Company, and president of the
Home Products Division. In 1983, he was elected a senior vice president of
Beatrice and president of the Consumer and Commercial Products
Group. Mr. Archibald left Beatrice and was elected president and
chief operating officer of The Black & Decker Corporation in 1985. Mr.
Archibald has a private business relationship with Mr. M. Anthony Burns which
involves a real estate development project known as Red Ledges. Red Ledges
is a private golf and four-season recreational community that is being developed
in Heber City, Utah, of which Mr. Archibald and Mr. Burns have been co-owners
since August 2005. Neither Stanley nor Black & Decker are
affiliated with the Red Ledges project.
Mr.
Archibald, who is 66, also serves as a director of Brunswick Corporation,
Lockheed Martin Corporation, and Huntsman Corporation.
Robert L.
Ryan
Robert L. Ryan, Retired Senior Vice
President and Chief Financial Officer, Medtronic Inc., was elected a director of
Black & Decker in 2005.
Mr. Ryan was a management consultant
for McKinsey and Company and a vice president for Citicorp. He joined Union
Texas Petroleum Corporation as treasurer in 1982, became controller in 1983, and
was promoted to senior vice president and chief financial officer in 1984. In
April 1993, Mr. Ryan was named the senior vice president and chief financial
officer of Medtronic, Inc. He retired from Medtronic in 2005.
Mr. Ryan, who is 66, also serves as a
director of The Hewlett-Packard Company, Citigroup Inc. and General Mills, Inc.
and is a trustee of Cornell University.
Additional
Information
The
proposed transaction involving Stanley and Black & Decker will be
submitted to the respective stockholders of Stanley and Black & Decker
for their consideration. In connection with the proposed transaction,
Stanley has filed with the SEC a registration statement on Form S-4 that
includes a joint proxy statement of Stanley and Black & Decker that
will also constitute a prospectus of Stanley. Investors and security
holders are urged to read the joint proxy statement/prospectus and any other
relevant documents filed with the SEC when they become available, because they
will contain important information. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus and other documents
(when available) that Stanley and Black & Decker file with the SEC at
the SEC’s website at www.sec.gov and Stanley’s website related to the
transaction at www.stanleyblackanddecker.com. In addition, these documents
may be obtained from Stanley or Black & Decker free of charge by
directing a request to Investor Relations, The Stanley Works, 1000 Stanley
Drive, New Britain, CT 06053, or to Investor Relations, The Black &
Decker Corporation, 701 E. Joppa Road, Towson, Maryland 21286,
respectively.
Certain
Information Regarding Participants
Stanley,
Black & Decker and certain of their respective directors and executive
officers may be deemed to be participants in the proposed transaction under the
rules of the SEC. Investors and security holders may obtain
information regarding the names, affiliations and interests of Stanley’s
directors and executive officers in Stanley’s Annual Report on Form 10-K for the
year ended January 2, 2010, which was filed with the SEC on February 22,
2010, its proxy statement for its 2009 Annual Meeting, which was filed with the
SEC on March 20, 2009, and the joint proxy statement/prospectus related to the
proposed transaction, which was filed with the SEC on February 2,
2010. Investors and security holders may obtain information regarding
the names, affiliations and interests of Black & Decker’s directors and
executive officers in Black & Decker’s Annual Report on Form 10-K for the
year ended December 31, 2009, which was filed with the SEC on February 19,
2010, its proxy statement for its 2009 Annual Meeting, which was filed with the
SEC on March 16, 2009, and the joint proxy statement/prospectus related to the
proposed transaction, which was filed with the SEC on February 2,
2010. These documents can be obtained free of charge from the sources
listed above.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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99.1
99.2
99.3
99.4
99.5
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Consent
of Benjamin H. Griswold, IV, dated February 26,
2010
Consent
of George W. Buckley, dated February 26, 2010
Consent
of M. Anthony Burns, dated February 26, 2010
Consent
of Manuel A. Fernandez, dated February 26,
2010
Consent
of Robert L. Ryan, dated February 26, 2010
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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.
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The
Stanley Works
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March
11, 2010
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By:
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/s/ Bruce H. Beatt | |
| Name: Bruce H. Beatt | |||
| Title: Vice President, General Counsel and Secretary | |||
Exhibit Index
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Exhibit
No.
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Description
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99.1
99.2
99.3
99.4
99.5
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Consent
of Benjamin H. Griswold, IV, dated February 26,
2010
Consent
of George W. Buckley, dated February 26, 2010
Consent
of M. Anthony Burns, dated February 26, 2010
Consent
of Manuel A. Fernandez, dated February 26,
2010
Consent
of Robert L. Ryan, dated February 26, 2010
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