Attached files
Exhibit 3(iii)
CERTIFICATE
OF AMENDMENT
TO
THE
RESTATED CERTIFICATE OF INCORPORATION
OF
THE STANLEY WORKS
March 12, 2010
The Stanley Works, a corporation organized and existing under the Connecticut Business
Corporation Act, does hereby certify:
1:
The name of the corporation is The Stanley Works (the
Corporation).
2: The Restated Certificate of Incorporation is amended to change the name of the
Corporation from The Stanley Works to Stanley Black & Decker, Inc. and to
increase the number of authorized shares of common stock of the Corporation from 200,000,000 to
300,000,000, as set forth below:
A. Section 1 is hereby amended by deleting the name The
Stanley Works contained therein, and substituting, in lieu thereof, the name Stanley
Black & Decker, Inc.
B. Section 2 is hereby amended by deleting the phrase Said Stanley Works shall be and
remain a body politic and corporate by the name of The Stanley Works, and substituting, in
lieu thereof, the following:
Said corporation shall be and remain a body politic and corporate by the
name of Stanley Black & Decker, Inc.
C. The first sentence of Section 3 is hereby deleted in its entirety and replaced with
the following:
Section 3. The stock of said corporation shall consist of 310,000,000
shares, divided into 300,000,000 common shares of the par value of $2.50 per
share and 10,000,000 preferred shares, without par value.
3: The amendment was adopted on March 12,2010, and shall become effective at 5:00 p.m., Eastern Time, on the date of filing by the Secretary of the State. |
4: The amendment was duly approved by the shareholders in the manner required by sections
33-600 to 33-998 of the Connecticut General Statutes, inclusive, and by the Restated Certificate of
Incorporation.
[Signature
page follows]
IN WITNESS WHEREOF, this Corporation has caused this Certificate
of Amendment to the Restated Certificate of Incorporation to be duly
executed as of the date first set forth above.
THE STANLEY WORKS |
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By: | /s/ Bruce H. Beatt | |||
Name: | Bruce H. Beatt | |||
Title: | Vice President, General Counsel and Secretary |
2
STATE OF CONNECTICUT |
} | SS. HARTFORD |
OFFICE OF THE SECRETARY OF THE STATE
|
I hereby certify that this
is a true copy of record in this Office
in Testimony whereof, I have hereunto set my hand, and
affixed the Seal of said State, at Hartford,
this 12th day of march A.D. 2010
in Testimony whereof, I have hereunto set my hand, and
affixed the Seal of said State, at Hartford,
this 12th day of march A.D. 2010
[ILLEGIBLE]
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