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 12,
2010
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THE
STANLEY WORKS
(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) |
(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:
[ ]
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
5.07. Submission of Matters to a Vote of Security Holders
On March 12, 2010, The Stanley Works
(“Stanley”) held a special meeting of its shareholders in connection with the
Agreement and Plan of Merger dated as of November 2, 2009 (the “Merger
Agreement”), among The Black & Decker Corporation (“Black & Decker”),
Stanley, and Blue Jay Acquisition Corp., a wholly owned subsidiary of Stanley
(“Merger Sub”), pursuant to which Merger Sub shall merge with and into Black
& Decker, with Black & Decker continuing as the surviving corporation
and as a wholly owned subsidiary of Stanley (the “Merger”). The
meeting was held in order to vote upon the following four matters:
(i) a proposal to approve the
issuance of Stanley common stock, in connection with the Merger contemplated by
Merger Agreement.
(ii) a proposal to amend the
Certificate of Incorporation of Stanley to (a) increase the authorized number of
shares of Stanley Common Stock from 200,000,000 to 300,000,000 and (b) change
the name of Stanley to “Stanley Black & Decker, Inc.”
(iii) a proposal to amend The Stanley
Works 2009 Long-Term Incentive Plan to, among other things, increase the number
of shares available to be issued under such plan;
(iv) a proposal to approve an adjournment of the Stanley special
meeting (if necessary or appropriate, including to solicit additional proxies if
there are not sufficient votes for the approval of any of the foregoing
proposals).
The
following is a summary of the voting results for each matter presented to the
shareholders:
Issuance of Stanley Common
Stock
Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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67,502,270 |
709,107
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157,609
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N/A
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Amendment to the Stanley
Certificate of Incorporation
Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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66,351,257 |
1,787,823
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229,905
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N/A
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Amendment to the Stanley
2009 Long-Term Incentive Plan
Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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57,750,350 |
10,251,728 |
364,107 |
N/A
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Adjournment of the
Stanley special meeting (if necessary)
Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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61,052,050 |
6,907,252
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406,883 |
N/A
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Item
8.01. Other Events.
On March 12, 2010, Stanley received
antitrust clearance for the Merger from the European Union
Commission. As of March 12, 2010, Stanley and Black & Decker have
received all antitrust clearances necessary to complete the Merger.
Stanley and Black & Decker
expect that the Merger will become effective at 5:00 p.m., eastern time, on
March 12, 2010.
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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By:
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/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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