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
12, 2010
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STANLEY BLACK & DECKER, INC.
(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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(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
1.01. Entry into a Material Definitive Agreement.
See
disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
Item 2.01. Completion
of Acquisition or Disposition of Assets.
On March 12, 2010, pursuant to the
terms and conditions of the Agreement and Plan of Merger, dated as of
November 2, 2009 (the “Merger Agreement”), among The Stanley Works
(“Stanley”), The Black & Decker Corporation
(“Black & Decker”) and Blue Jay Acquisition Corp., a wholly owned
subsidiary of Stanley (“Merger Sub”), Merger Sub merged with and into Black
& Decker, with Black & Decker continuing as the surviving corporation
and as a wholly owned subsidiary of Stanley (the “Merger”).
As a
result of the Merger, each outstanding share of Black & Decker common stock
was converted into the right to receive 1.275 shares of our common stock
(“Stanley Common Stock”), with cash paid in lieu of fractional
shares. Based on the closing price of the Stanley Common Stock on
March 11, 2010 the consideration received by Black & Decker
stockholders had a value of approximately $4.7 billion.
As previously announced, we plan to
begin conducting business under the name Stanley Black & Decker in
conjunction with consummating the Merger, and we have formally changed our name
to “Stanley Black & Decker, Inc.” effective on March 12,
2010. Additional information regarding the Merger may be found in the
press release issued by Stanley in connection with the announcement of the
completion of the Merger, which is filed as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated herein by reference.
The foregoing description does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is included as Exhibit 2.1 to this current report on
Form 8-K and is incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
New Credit
Facility
On
March 12, 2010, Stanley Black & Decker, Inc. (the “Registrant”) entered into
a 364-Day Credit Agreement (the “Credit Agreement”) with The Black & Decker
Corporation, as Subsidiary Guarantor, and each of the initial lenders named
therein, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc.
and Banc of America Securities LLC, as Lead Arrangers and Bookrunners, and Bank
of America, N.A., as Syndication Agent, to obtain extensions of credit and
revolving commitments aggregating $700 million (the “Credit
Facility”).
Borrowings under the Credit Facility
will bear interest at a floating rate or rates equal to, at the option of the
Registrant, the Eurocurrency rate or the prime rate, plus a margin specified in
the Credit Agreement for Eurocurrency rate advances. A certain amount
of the borrowings may be made in Euros or Pounds Sterling by certain designated
subsidiaries of the Registrant.
The Registrant must repay all advances
by the earlier of (i) March 11, 2011 or (ii) the date of termination in whole,
at the election of the Registrant, of the commitments by the lenders under the
Credit Facility, pursuant to the terms of the Credit Agreement. The Credit
Agreement provides the Registrant with the right to request prior to the
Termination Date to convert all outstanding Advances to a term loan with a
maturity date no later than March 11, 2012, as determined by the Registrant as
long as certain conditions specified in the Credit Agreement are
satisfied. The Registrant may be required to prepay any borrowings
under the Credit Facility upon a change of control.
The Registrant does not anticipate it
will draw on the Credit Facility in the near term. The Credit Facility
serves primarily as a backstop to the Registrant's commercial paper
program.
The Credit Agreement contains covenants
that include, among other things:
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maintenance
of an EBITDA interest covenant ratio which provides for the exclusion
of certain restructuring charges and charges associated with the Merger as
well as certain adjustments to reported interest;
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a
limitation on creating liens on certain property of the Registrant and its
subsidiaries;
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a
restriction on mergers, consolidations and sales of substantially all of
the assets of the Registrant or its subsidiaries;
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a
restriction on entering into certain sale-leaseback
transactions.
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The Credit Facility contains customary
events of default. If an event of default occurs and is continuing, the
Registrant might be required to repay all amounts outstanding under the Credit
Facility.
The investment and commercial banking
firms that are parties to the Credit Agreement or their affiliates have in the
past performed, and may in the future from time to time perform, investment
banking, financial advisory, lending and/or commercial banking services for the
Registrant and certain of its subsidiaries and affiliates.
The description contained herein is a
summary of certain material terms of the Credit Agreement and is qualified in
its entirety by reference to the Credit Agreement attached as Exhibit 10.4
hereto.
Cross-Guarantees
In connection with the Merger, on March
12, 2010, the Registrant and Black & Decker entered into supplemental
indentures (the “Supplemental Indentures”) providing for (i) senior
unsubordinated guarantees by Black & Decker (the “Black & Decker
Guarantees”) of the Registrant’s existing notes described below and (ii) senior
unsubordinated guarantees by the Registrant (the “Stanley Guarantees”) of Black
& Decker’s existing notes described below.
The Black & Decker Guarantees are
in respect of:
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The
Registrant’s 6.15% Notes due 2013 (the “Stanley 2013
Notes”);
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The
Registrant’s 4.9% Notes due 2012 (the “Stanley 2012
Notes”);
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The
Registrant’s convertible notes due 2012 (the “Stanley Convertible Notes”);
and
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The
Registrant’s 5.0% Notes due 2010 (the “Stanley 2010 Notes” and, together
with the Stanley 2013 Notes, the Stanley 2012 Notes and the Stanley
Convertible Notes, the “Stanley
Notes”).
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Each of the Stanley Notes was issued
under an Indenture, dated as of November 1, 2002 (the “Stanley Indenture”),
between Stanley and The Bank of New York Mellon Trust Company, as successor
trustee to JPMorgan Chase Bank, N.A.
The Stanley Guarantees are in respect
of:
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$300,000,000
aggregate principal amount of Black & Decker’s 5.75% Notes due 2016
(the “Black & Decker 2016 Notes”);
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$350,000,000
aggregate principal amount of Black & Decker’s 8.95% Notes due 2014
(the “Black & Decker 2014 8.95% Notes”);
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$300,000,000
aggregate principal amount of Black & Decker’s 4.75% Notes due 2014
(the “Black & Decker 2014 4.75% Notes”);
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$400,000,000
aggregate principal amount of Black & Decker’s 7.125% Notes due 2011
(the “Black & Decker 2011 Notes”); and
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$150,000,000
aggregate principal amount of 7.05% Notes due 2028 issued by Black &
Decker Holdings, LLC (formerly Black & Decker Holdings Inc.), an
indirect wholly-owned subsidiary of Black & Decker (the “Black &
Decker 144A Notes” and, together with the Black & Decker 2016 Notes,
the Black & Decker 2014 8.95% Notes, the Black & Decker 2014 4.75%
Notes and the Black & Decker 2011 Notes, the “Black &
Decker Notes”).
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The Stanley Guarantees are unsecured
obligations of the Registrant, ranking equal in right of payment with all the
Registrant’s existing and future unsecured and unsubordinated
indebtedness. Interest on each series of Black & Decker Notes is
payable semi-annually. Each of the Black & Decker Notes (other
than the Black & Decker 144A Notes) and Black & Decker’s guarantee of
the Black & Decker 144A Notes rank equally with all of Black & Decker’s
other unsecured and unsubordinated indebtedness.
Each of the Black & Decker 2016
Notes and Black & Decker 2014 8.95% Notes was issued under an Indenture,
dated as of November 16, 2006 (the “Black & Decker 2006 Indenture”), between
Black & Decker and The Bank of New York Mellon (formerly known as The Bank
of New York), as trustee. The Black & Decker 2014 4.75% Notes
were issued under an Indenture, dated as of October 18, 2004 (the “Black &
Decker 2004 Indenture”), between Black & Decker and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee. The
Black & Decker 2011 Notes were issued under an Indenture, dated as of June
5, 2001 (the “Black & Decker 2001 Indenture”), between Black & Decker
and The Bank of New York Mellon (formerly known as The Bank of New York), as
trustee. The Black & Decker 144A Notes were issued under an
Indenture, dated as of June 26, 1998 (the “Black & Decker 1998 Indenture”),
among Black & Decker Holdings, LLC (formerly Black & Decker Holdings
Inc.), Black & Decker, as guarantor, and The Bank of New York Mellon
(formerly known as The First National Bank of Chicago), as
trustee. The foregoing indentures are referred to collectively herein
as the “Black & Decker Indentures.”
Each Black & Decker Indenture
contains certain negative covenants that limit Black & Decker’s ability and
the ability of certain of its subsidiaries to incur certain liens, engage in
certain sale-leaseback transactions, and merge or consolidate or sell all or
substantially all of Black & Decker's assets. Each Black &
Decker Indenture provides for customary events of default, including a failure
by Black & Decker to pay the principal of, premium, if any, interest or
additional amounts, if any, on any indebtedness in excess of $50,000,000, in the
case of the Black & Decker 2006 Indenture and the Black & Decker 2004
Indenture, or $20,000,000, in the case of the Black & Decker 2001 Indenture
and the Black & Decker 1998 Indenture, or acceleration of the maturity of
such indebtedness in such amounts. In addition, each of the Black
& Decker Notes are redeemable, in whole or in part, at the issuer’s option,
at the redemption price set forth in the applicable Black & Decker
Indenture.
With
respect to the Black & Decker 2016 Notes and Black & Decker 2014 8.95%
Notes, upon the occurrence of a change of control repurchase event, unless Black
& Decker has exercised its option to redeem such notes as described above,
Black & Decker will be required to make an offer to repurchase all
outstanding Black & Decker 2016 Notes and Black & Decker 2014 8.95%
Notes at a price in cash equal to 101% of the principal amount of such notes,
plus any accrued and unpaid interest to, but not including, the purchase
date. The change of control repurchase event is defined as both a
change of control and a below investment grade rating event (i) that occurs
within 60 days following public notice of the occurrence of a change of control,
(ii) where the company’s senior unsecured
debt is rated less than Baa3 by Moody’s and less than
BBB- by S&P, each defined in the applicable indenture and (iii) the rating
agency making the reduction in rating announces or informs the trustee in
writing that the reduction was the result of an event relating to the change of
control. Based
upon discussions with the ratings agencies, the Company expects that its senior
unsecured debt, including the above referenced notes, will be rated A,
Baa1, and A- by S&P, Moody’s and Fitch, respectively.
The foregoing description of the
Supplemental Indentures, the Stanley Indentures and the Black & Decker
Indenture is not complete and is qualified in its entirety by reference to the
full and complete terms of the Supplemental Indentures, the Stanley Indenture
and the Black & Decker Indentures which are attached to this Current Report
on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 and are
incorporated herein by reference.
Item 3.03. Material
Modifications to Rights of Security Holders.
The information described under Item
5.03 below is incorporated by reference herein.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New
Directors.
Effective upon completion of the
Merger, Stanley expanded the size of our Board of Directors (the “Board”) from 9
to 15 members. At such time, pursuant to the Merger Agreement, our
Board appointed the individuals set forth below (each of whom served as a
director of Black & Decker prior to the effective time of the Merger) to the
Board to fill the vacancies created by such expansion until the next
shareholders meeting at which directors are elected.
Name
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Benjamin
H. Griswold, IV
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George
W. Buckley
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M.
Anthony Burns |
Manuel
A. Fernandez
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Nolan
D. Archibald |
Robert
L. Ryan |
It
is not known as of the filing date of this Current Report on which Board
Committees each of the individuals listed above will serve.
In connection with their appointments
as directors, each of the new directors listed above (except for Mr. Archibald)
will participate in Stanley’s Restricted Stock Unit Plan for Non-Employee
Directors. A description of such plan can be found in Stanley’s Proxy
Statement filed March 20, 2009 and is incorporated herein by
reference.
Effective immediately upon completion
of the Merger, John F. Lundgren resigned as Chairman of the Board and Nolan D.
Archibald was elected as the new Chairman of the Board.
In connection with the consummation of
the Merger, each of (i) Nolan D. Archibald’s Executive Chairman Agreement, (ii)
John F. Lundgren’s Second Amended and Restated Employment Agreement and (iii)
James M. Loree’s Employment Agreement have become effective. Each of
the agreements listed above was previously summarized in Stanley’s Current
Report on Form 8-K filed on November 3, 2009, which is incorporated by reference
in this Current Report on Form 8-K.
Effective
immediately upon completion of the Merger, Jack G. Breen was appointed as the
Lead Independent Director of the Board, a newly created position.
Other Changes in
Management
For
information on additional changes in management made in connection with the
Merger, see Item 8.01 below.
Amendment to Stanley 2009
Long-Term Incentive Plan
On March 12, 2010 Stanley shareholders
approved the amendment to The Stanley Works 2009 Long-Term Incentive Plan (as so
amended, the “Amended LTIP”) that was contemplated in conjunction with the
consummation of the Merger. The Stanley board of directors had
previously adopted, subject to shareholder approval, the Amended LTIP on January
25, 2010. These amendments are described in detail in our joint proxy
statement-prospectus filed on December 4, 2009, as amended by
Amendment No. 1 filed on January 15, 2010 and
Amendment No. 2 filed on February 2, 2010 and declared effective
on February 3, 2010 (the “Form S-4”) and are incorporated herein by
reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Amendment to Certificate of
Incorporation
In connection with the Merger Agreement
and as approved by our shareholders on March 12, 2010, Stanley filed a
Certificate of Amendment to the Restated Certificate of Incorporation to (a)
provide for an increase in the number of shares of Stanley stock
authorized for issuance from 210,000,000 shares (divided into 200,000,000 common
shares of par value of $2.50 per share and 10,000,000 preferred shares, without
par value) to 310,000,000 shares (divided into 300,000,000 common shares of par
value of $2.50 per share and 10,000,000 preferred shares, without par value);
and (b) change the name of Stanley to “Stanley
Black & Decker, Inc.”. These amendments reflect changes
contemplated or necessitated by the Merger Agreement and are described in detail
in the Form S-4.
Our Certificate of Amendment to the
Restated Certificate of Incorporation is incorporated by reference as Exhibit
3.1 to this current report on Form 8-K and is incorporated by reference
herein.
Amendment to
Bylaws
Effective March 12, 2010, Stanley
amended and restated its Bylaws. The primary purpose of the
amendment, which did not require shareholder approval, was to implement certain
changes necessitated by the Merger. The following summary of the
amendments to Stanley’s Bylaws does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended and Restated Bylaws
filed as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated
herein by reference.
Article I
has been amended to provide that the Annual Meeting of shareholders may be held
in any month each year. The former provision limited the shareholder
meeting to the months of February, March or April.
Article
III has been amended to specify that the Lead Independent Director shall be part
of the Executive Committee.
Article
IV has been amended to (i) provide that the Board has the power to elect a Lead
Independent Director, (ii) provide that the CEO (if such person is a Director)
shall preside over meetings of the Board in the Chairman’s absence, (iii) create
the position of Lead Independent Director, who shall preside over all meetings
of the Board in the absence of both the Chairman and CEO.
Item
8.01. Other Events.
Amendment to the Amended and
Restated 5-Year Credit Agreement
Effective immediately upon the Merger,
Stanley entered into Amendment No. 2 to the Amended and Restated Credit
Agreement, dated as of February 27, 2008, among Stanley, the lenders party
thereto and Citibank, N.A., as administrative agent. Such
Amendment No. 2 is attached hereto as Exhibit 10.5.
Changes in
Management
Effective immediately upon completion
of the Merger, the title of each of the following executive officers of Stanley
will be as listed below:
Name
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Position
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John
F. Lundgren
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President
& Chief Executive Officer
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Donald
Allan, Jr.
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Senior
Vice President & Chief Financial Officer
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Jeffrey
D. Ansell
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Senior
Vice President & Group Executive, Construction and
DIY
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Bruce
H. Beatt
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Senior
Vice President, General Counsel and Secretary
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D.
Brett Bontrager
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Senior
Vice President & Group Executive, Convergent Security
Solutions
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Justin
C. Boswell
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Senior
Vice President & Group Executive, Mechanical
Security
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Hubert
W. Davis, Jr.
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Senior
Vice President & Chief Information Officers/SFS
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Massimo
Grassi
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President,
Industrial & Auto Repair
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Mark
J. Mathieu
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Senior
Vice President, Human Resources
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The responsibilities of those individuals listed above will be substantially
similar to their responsibilities prior to the effective date of the
Merger.
Effective immediately upon completion
of the Merger, Stanley appointed five former executives of Black & Decker as
executive officers of Stanley. The names and positions of these five
people are as listed below:
Name
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Position
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Jaime
Ramirez
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President,
Construction & DIY, Latin America
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Ben
S. Sihota
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President,
Emerging Markets, Pacific Group
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William
Taylor
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President,
Professional Power Tools
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Michael
A. Tyll
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President,
Engineered Fastening
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John
Wyatt
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President,
Construction & DIY EMEA
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Announcement of Completion
of Merger
A copy of the press release announcing
the completion of the Merger is attached as Exhibit 99.2 to this
current report on Form 8-K and incorporated by reference
herein.
Amendment and Restatement of
Corporate Governance Guidelines
On March 12, 2010 the Stanley Board
amended and restated Stanley’s Corporate Governance Guidelines. The
following summary of the amendments to Stanley’s Corporate Governance Guidelines
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Amended and Restated Corporate Governance Guidelines filed
as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein
by reference:
Section
1 was amended to clarify that the Board now has 15 members.
Section 2
was amended to (i) provide that the current practice of Stanley is to separate
the offices of Chairman and CEO, rather than combine the two positions, (ii)
clarify who, among the Chairman, CEO and Lead Independent Director, shall
preside over meetings of the Board, (iii) clarify that the presiding Board
member shall ensure that views, opinions and suggestions of other independent
directors shall be adequately addressed with the Board and (iv) provide that the
Chairman, jointly with the Lead Independent Director and the CEO shall determine
the times and agendas of Board meetings, and at the beginning of each year,
establish a schedule for such meetings.
Incorporation by Reference
to Form S-3 shelf registration statement
On March 12, 2010, Stanley filed a
prospectus supplement to its Form S-3 shelf registration statement relating to
common stock to be issued to former employees of Black & Decker upon the
exercise of stock options held by such former employees. Such stock
options were issued pursuant to the Black & Decker 1996 Stock Option Plan
and the Black & Decker 2003 Stock Option Plan. Such stock plans
are attached hereto as Exhibits 10.6 and 10.7, respectively, for the purpose of
incorporating such plans by reference into such Form S-3 shelf registration
statement.
Item
9.01. Financial Statements and Exhibits.
(a)
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Financial Statements of Business
Acquired
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The historical audited consolidated
financial statements of The Black & Decker Corporation and its subsidiaries
required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.3 to this
Current Report on Form 8-K and are incorporated herein by
reference.
(b)
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Pro Forma Financial
Information
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The pro forma financial statements
required by Item 9.01(b) of Form 8-K will be filed by amendment or otherwise
within 71 calendar days after March 18, 2010, the date by which this Current
Report must be filed pursuant to General Instruction B.1. of Form
8-K.
The exhibits to this current report on
Form 8-K are listed in the Exhibit Index, which appears at the end of this
report and is incorporated by reference herein.
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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Stanley
Black & Decker, Inc.
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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: Senior Vice President, General
Counsel and Secretary |
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Exhibit
Index
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Description
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2.1
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Agreement
and Plan of Merger dated as of November 2, 2009, among The Stanley
Works, The Black & Decker Corporation and Blue Jay
Acquisition Corp., a wholly owned subsidiary of Stanley (incorporated by
reference to Exhibit 2.1 of our Current Report on Form 8-K filed on
November 3, 2009).
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3.1
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Certificate
of Amendment to the Restated Certificate of Incorporation of Stanley Black
& Decker, Inc. dated as of March 12, 2010.
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3.2
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Amended
and Restated Bylaws of Stanley Black & Decker, Inc. dated as of March
12, 2010.
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4.1
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Second
Supplemental Indenture dated as of March 12, 2010 to the Indenture dated
as of November 1, 2002 between The Stanley Works and The Bank of New York
Mellon Trust Company, as successor trustee to JPMorgan Chase Bank,
N.A.
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4.2
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Third
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of November 16, 2006 between The Black & Decker Corporation, and
The Bank of New York, as trustee.
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4.3
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of October 18, 2004 between The Black & Decker Corporation and the
Bank of New York as trustee.
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4.4
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of June 5, 2001, between The Black & Decker Corporation and
the Bank of New York, as trustee.
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4.5
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of June 26, 1998, by and among Black & Decker Holdings, Inc., as
issuer, The Black & Decker Corporation, as guarantor and The First
National Bank of Chicago, as trustee.
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4.6
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Indenture,
dated as of November 16, 2006, between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.6(a) |
First
Supplemental Indenture dated as of November 16, 2006, to the Indenture
dated as of November 16, 2006 between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.6(b) |
Second
Supplemental Indenture dated as of April 3, 2009, to the Indenture dated
as of November 16, 2006 between The Black & Decker Corporation and The
Bank of New York Mellon (formerly known as The Bank of New York), as
Trustee.
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4.7
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Indenture,
dated as of October 18, 2004, between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.8
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Indenture
dated as of June 5, 2001, by The Black & Decker Corporation with the
Bank of New York, as trustee.
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4.9
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Indenture
dated as of June 26, 1998, by and among Black & Decker Holdings, Inc.,
as issuer, The Black & Decker Corporation, as guarantor and The First
National Bank of Chicago, as trustee.
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10.1
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Executive
Chairman Agreement, dated as of November 2, 2009, among The Stanley Works
and Nolan D. Archibald (incorporated by reference to Exhibit 10.3 of our
Current Report on Form 8-K filed on November 3, 2009).
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10.2
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Second
Amended and Restated Employment Agreement, dated as of November 2, 2009,
among The Stanley Works and John F. Lundgren (incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K filed on November 3,
2009).
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10.3
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Employment
Agreement, dated as of November 2, 2009, among The Stanley Works and James
M. Loree (incorporated by reference to Exhibit 10.2 of our Current Report
on Form 8-K filed on November 3, 2009).
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10.4
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364-Day
Credit Agreement dated as of March 12, 2010, among Stanley Black &
Decker, Inc., The Black & Decker Corporation, as Subsidiary Guarantor,
and each of the initial lenders named therein, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as Lead Arrangers and Book runners, and Bank of America,
N.A., as Syndication Agent.
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10.5
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Amendment
No. 2 to the Amended and Restated Credit Agreement among Stanley Black
& Decker (formerly known as The Stanley Works), the Lenders party
thereto and Citibank, N.A. as Agent for the Lenders.
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10.6
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The
Black & Decker 1996 Stock Option Plan, as amended and restated (filed
herewith).
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10.7
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The
Black & Decker 2003 Stock Option Plan, as amended and restated (filed
herewith).
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10.8
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The
Stanley Works Restricted Stock Unit Plan for Non-Employee Directors
amended and restated as of December 11, 2007 (incorporated by reference to
Exhibit 10(xx) to Annual Report on Form 10-K for the year ended December
29, 2007).
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23.1
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Consent
of Ernst & Young LLP independent auditor to The Black & Decker
Corporation.
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99.1
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Amended
and Restated Stanley Black & Decker, Inc. Corporate Governance
Guidelines dated as of March 12, 2010.
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99.2
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Press
release dated March 12, 2010, announcing the completion of the
Merger.
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99.3
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The
historical audited consolidated financial statements of The Black &
Decker Corporation and its subsidiaries as of the fiscal year ended
December 31, 2009.
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