Registration
No. 333-163509
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
POST-EFFECTIVE
AMENDMENT NO. 1
ON
FORM S-8 TO FORM S-4
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
|
STANLEY
BLACK & DECKER, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Connecticut
(State
or Other Jurisdiction of
Incorporation
or Organization)
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1000
Stanley Drive
New
Britain, Connecticut 06053
(Address
of Principal Executive
Offices
Including Zip Code)
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06-0548860
(I.R.S.
Employer
Identification
No.)
|
The
Black & Decker 2003 Stock Option Plan
The
Black & Decker 1996 Stock Option Plan
The
Black & Decker 1992 Stock Option Plan
The
Black & Decker 2008 Restricted Stock Plan
The
Black & Decker 1995 Stock Option Plan for Non-Employee
Directors
Non-Employee
Directors Stock Plan
(Full
Title of the Plans)
|
Bruce
H. Beatt, Esquire
The
Stanley Works
1000
Stanley Drive
New
Britain, Connecticut 06053
(Name
and Address of Agent For Service)
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860-225-5111
(Telephone
Number, Including Area Code, of Agent For Service)
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended. (Check one):
Large
accelerated filer :
|
Accelerated
filer G
|
Non-accelerated
filer G
(Do
not check if a smaller reporting company)
|
Smaller
reporting company G
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CALCULATION
OF REGISTRATION FEE
Title
of Securities to be Registered
|
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Amount
to be
Registered(1)
|
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum Aggregate
Offering
Price(2)
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Amount
of
Registration
Fee(2)
|
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Common Stock,
par value $2.50 per share (and associated
Series
A Junior Participating Preferred
Stock
purchase rights)
|
|
|
|
|
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N/A |
|
|
|
N/A |
|
|
|
N/A |
|
The
Black & Decker 2003 Stock Option Plan
|
|
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3,832,111(3) |
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N/A |
|
|
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N/A |
|
|
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N/A |
|
The
Black & Decker 1996 Stock Option Plan
|
|
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741,659(4) |
|
|
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N/A |
|
|
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N/A |
|
|
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N/A |
|
The
Black & Decker 1992 Stock Option Plan
|
|
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875(5) |
|
|
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N/A |
|
|
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N/A |
|
|
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N/A |
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The
Black & Decker 2008 Restricted Stock Plan
|
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147,700(6) |
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N/A |
|
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N/A |
|
|
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N/A |
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The
Non-Employee Directors Stock Plan
|
|
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136,942(7) |
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N/A |
|
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N/A |
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N/A |
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The
Black & Decker 1995 Stock Option Plan for Non-Employee
Directors
|
|
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13,333(8) |
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N/A |
|
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N/A |
|
|
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N/A |
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Total
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4,872,620
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N/A |
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N/A |
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N/A |
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this
Registration Statement also covers such additional shares of Common Stock,
par value $2.50 per share (the “Common Stock”), of The Stanley Works (the
“Company”) as may become issuable pursuant to the anti-dilution provisions
of The Stanley Works 2009 Long-Term Incentive
Plan.
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(2)
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Not
applicable. All filing fees payable in connection with the
registration of these securities were already paid in connection with the
filing of our Registration Statement on Form S-4 on December 4, 2009, as
amended by Amendment No. 1 filed on January 15, 2010 and Amendment No 2.
filed on February 2, 2010. Accordingly, no additional filing
fee is required. See “Explanatory
Note”.
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(3)
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Represents 3,832,111
shares of Common Stock issuable under outstanding stock options granted
under the The Black & Decker 2003 Stock Option Plan, which
were assumed in connection with the Merger (as defined below) involving
the Registrant and Black & Decker
Corporation.
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(4)
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Represents
741,659 shares of Common Stock issuable under outstanding stock options
granted under the The Black & Decker 1996 Stock Option Plan, which
were assumed in connection with the Merger involving the Registrant and
Black & Decker Corporation.
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(5)
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Represents 875
shares of Common Stock issuable under outstanding stock options granted
under the The Black & Decker 1992 Stock Option Plan, which were
assumed in connection with the Merger involving the Registrant and Black
& Decker Corporation.
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(6)
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Represents 147,700
shares of Common Stock issuable under outstanding awards granted under the
The Black & Decker 2008 Restricted Stock Plan, which were assumed in
connection with the Merger involving the Registrant and Black & Decker
Corporation.
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(7)
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Represents 136,942
shares of Common Stock issuable under outstanding awards granted under the
Non-Employee Directors Stock Plan, which were assumed in connection with
the Merger involving the Registrant and Black & Decker
Corporation.
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(8)
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Represents 13,333
shares of Common Stock issuable under outstanding stock options granted
under the The Black & Decker 1995 Stock Option Plan for Non-Employee
Directors, which were assumed in connection with the Merger involving the
Registrant and Black & Decker
Corporation.
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EXPLANATORY
NOTE
Stanley Black & Decker,
Inc. (formerly The Stanley Works, and herein referenced as “Stanley” or the
“Registrant”)
hereby amends its Registration Statement on Form S−4 (Registration No.
333-163509), as amended by Amendment No. 1 filed on January 15, 2010 and
Amendment No. 2 filed on February 2, 2010, which was declared effective on
February 3, 2010 (the “Form S−4”), by filing
this Post−Effective Amendment on Form S-8 relating to 4,872,620 shares of
Stanley Common Stock issuable upon the exercise of options and awards granted
pursuant to the terms of the Black & Decker 2003 Stock Option Plan, the
Black & Decker 1996 Stock Option Plan, the Black & Decker 1992 Stock
Option Plan, the Black & Decker 1995 Stock Option Plan for Non-Employee
Directors, the Black & Decker 2008 Restricted Stock Plan and the
Non-Employee Directors Stock Plan. All such shares were previously registered on
the Form S−4 but will be subject to issuance pursuant to this Post-Effective
Amendment.
On November 2, 2009, Stanley, a
Connecticut corporation, the Black & Decker Corporation, a Maryland
corporation (“Black
& Decker”) and Blue Jay Acquisition Corp., a Maryland
corporation, a wholly owned subsidiary of the Registrant (“Merger Sub”), entered
into an Agreement and Plan of Merger (the “Agreement”). Pursuant
to the Agreement Merger Sub merged with and into Black & Decker (the “Merger”) on
March 12, 2010, and as a result of the Merger Black & Decker became a
wholly owned subsidiary of Stanley. At the effective time of the Merger, each
outstanding share (other than shares owned by Black & Decker, Merger Sub or
Stanley) of common stock, par value $0.50 per share, of Black & Decker
(“Black & Decker
Common Stock”) converted into the right to receive 1.275 shares of
Stanley Common Stock, plus cash in lieu of fractional shares.
In addition, at the effective time of
the Merger, each outstanding option issued pursuant to any of the Black &
Decker 2003 Stock Option Plan, the Black & Decker 1996 Stock Option Plan,
the Black & Decker 1992 Stock Option Plan and the Black & Decker 1995
Stock Option Plan for Non-Employee Directors (each such option, a “Black & Decker Stock
Option”), whether vested or unvested, converted into an option to
acquire, on the same terms and conditions as were applicable under such Black
& Decker Stock Option, the number of shares of Stanley Common Stock (rounded
down to the nearest whole share) determined by multiplying the number of shares
of Black & Decker Common Stock subject to such Black & Decker Stock
Option by the exchange ratio of 1.275. The exercise price for each such
converted Black & Decker Stock Option was set at a price per share of
Stanley Common Stock, rounded up to the nearest whole cent, equal to (A) the per
share exercise price for the shares of Black & Decker Common Stock otherwise
purchasable pursuant to such Black & Decker Stock Option divided by (B) the exchange
ratio of 1.275, (each, as so adjusted, an “Adjusted Option”).
All other terms of the original Black & Decker Options will continue to
apply. Each Adjusted Option will no longer be exercisable for shares of Black
& Decker Common Stock. Furthermore, pursuant to Mr. Nolan
Archibald’s executive chairman agreement with Stanley, at completion of the
Merger, (i) each Restricted Stock Unit with respect to shares of Black &
Decker common stock held by Mr. Archibald converted into restricted stock units
with respect to shares of Stanley common stock on the same terms and conditions
as were in effect with respect to Mr. Archibald’s Black & Decker Restricted
Stock Units immediately prior to the completion of the Merger, and the number of
shares of Stanley Common Stock underlying each such converted Black & Decker
Restricted Stock Unit was determined by multiplying the number of shares of
Black & Decker Common
Stock subject to such restricted stock unit by the 1.275 exchange ratio,
rounding down to the nearest whole share and (ii) each Restricted Share of Black
& Decker common stock held by Mr. Archibald converted into the right to
receive Restricted Shares of Stanley common stock on the same terms and
conditions as were in effect with respect to Mr. Archibald’s Black & Decker
Restricted Shares immediately prior to the completion of the Merger. Each such
Restricted Share of Black & Decker Common Stock converted into a number of
Restricted Shares of Stanley Common Stock at the 1.275 exchange
ratio.
In accordance with the Note to Part I
of Form S-8, the information specified by Part I of Form S-8 has been omitted
from this Registration Statement.
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INFORMATION
REQUIRED IN THE REGISTRATION
STATEMENT
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The following documents filed by the
Company with the Securities and Exchange Commission (the “Commission”) are
incorporated by reference in this Registration Statement:
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(1)
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the
Company’s Annual Report on Form 10-K for the year ended January 2,
2010;
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(2)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
11, 2010;
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(3)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
12, 2010;
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(4)
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the
Company’s Current Report on Form 8-K filed with the Commission on March
12, 2010;
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(5)
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the
description of the Common Stock contained in the Company’s registration
statement on Form 8-A filed with the Commission under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
November 1, 1985, including any subsequently filed amendments and reports
updating such description; and
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(6)
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the
description of the Rights associated with our common stock contained in
our Registration Statement on Form 8-A/A, filed with the SEC on July 23,
2004, and any amendment or report filed for the purpose of updating such
description (including the amendment filed December 22,
2009).
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In addition, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded will not be deemed, except as modified
or superseded, to constitute a part of this Registration Statement.
Not applicable.
Bruce H. Beatt, Senior Vice President,
General Counsel and Secretary of the Company, is an officer and employee of the
Company. Mr. Beatt beneficially owns and has rights to acquire less than one
percent of the Company’s Common Stock.
Sections 33-770 through 33-776 of the
Connecticut Business Corporation Act, or CBCA, provide that a corporation in the
Company’s circumstances may indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred by him, including attorneys’ fees, for actions brought against him in
his capacity as a director or officer, when it is determined by certain
disinterested parties that he acted in good faith in a manner he reasonably
believed to be in the corporation’s best interest (or in the case of conduct not
in his official capacity, at least not opposed to the best interests of the
corporation). In any criminal action or proceeding, it also must be determined
that the director or officer had no reasonable cause to believe that his conduct
was unlawful. The director or officer must be indemnified when he is wholly
successful on the merits or otherwise in the defense of a proceeding or in
circumstances where a court determines that he is entitled to indemnification or
that it is fair and reasonable that the director or officer be indemnified. In
connection with shareholder derivative suits, the director or officer may not be
indemnified except for reasonable expenses incurred in connection with the
proceeding (and then only if it is determined that he met the relevant standard
of conduct described above), subject, however, to courts’ power under Section
33-774 to order indemnification. Unless ordered by a court under Section 33-774,
a corporation may not indemnify a director with respect to conduct for which he
was adjudged liable on the basis that he received a financial benefit to which
he was not entitled, whether or not he was acting in his official
capacity.
The Company’s certificate of
incorporation provides that no director of the Company will be personally liable
to the Company or any of its shareholders for monetary damages in an amount
greater than the compensation received by that director for serving the Company
during the year of the violation to the extent permitted by applicable law,
which permits such limitation provided that such violation must not involve a
knowing and culpable violation of law, enable the director or an affiliate to
receive an improper personal gain, show a lack of good faith and a conscious
disregard for the director’s duty to the corporation, amount to an abdication of
the director’s duty to the corporation, or create liability for an unlawful
distribution.
The Company’s bylaws also provide for
the indemnification of directors and officers to the extent permitted by
applicable law.
The Company has purchased insurance
providing officers and directors of the Company (and their heirs and other legal
representatives) coverage against certain liabilities arising from any negligent
act, error, omission or breach of duty claimed against them solely by reason of
their being such officers and directors, and providing coverage for the Company
against its obligation to provide indemnification as required by the
above-described statute.
Because Stanley was incorporated under
Connecticut law prior to January 1, 1997 and its certificate of incorporation
does not provide otherwise, Stanley is required to indemnify a director to the
extent indemnification is permitted under the CBCA, subject to certain
exceptions and procedural requirements of the CBCA.
Not applicable.
The
exhibits to this Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 are listed in the Exhibit Index, which appears at the end
of this report and is incorporated by reference herein.
(a) The
undersigned registrant hereby undertakes:
(1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration
Statement;
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Pursuant to the requirements of the
Securities Act, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Britain, State of
Connecticut, on this 12th day of March, 2010.
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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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Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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March
12, 2010
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John
F. Lundgren
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Senior
Vice President and Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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March
12, 2010
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Donald
Allan, Jr.
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Director
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March
12, 2010
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John
G. Breen
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Director
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March
12, 2010
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Patrick
D. Campbell
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Director
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March
12, 2010
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Carlos
M. Cardoso
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Director
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March
12, 2010
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Virgis
W. Colbert
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Director
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March
12, 2010
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Robert
B. Coutts
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Director
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March
12, 2010
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Eileen
S. Kraus
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Signature |
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Title |
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Date |
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Director
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March
12, 2010
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Marianne
Miller Parrs
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Director
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March
12, 2010
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Lawrence
A. Zimmerman
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Chairman
and Director
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Nolan
D. Archibald
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Director
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George
W. Buckley
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Director
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M.
Anthony Burns
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Director
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Manual
A. Fernandez
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Director
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Benjamin
H. Griswold, IV
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Director
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Robert
L. Ryan
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______________
*
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Bruce
H. Beatt, the above signed attorney-in-fact, by signing his name hereto,
does hereby sign and execute this Registration Statement on behalf of the
above indicated officers and directors pursuant to a power of attorney
filed with the Commission.
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Exhibit
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Description
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4.1
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Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3(i) to
the Company’s Annual Report on Form 10-K for the year ended January 2,
1999)
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4.2
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Certificate
of Amendment to the Restated Certificate of Incorporation (incorporated by
reference to Exhibit 4.1 to The Stanley Works Current Report on
Form
8-K dated December 21, 2009)
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4.3
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Certificate
of Amendment to the Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to The Stanley Works Current Report on
Form
8-K dated March 12, 2009)
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4.4
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Amended
and Restated By-laws of Stanley Black & Decker,
Inc. (incorporated by reference to Exhibit 3.2 to the Company’s
Current Report on Form 8-K dated
March
12, 2010)
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4.5
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Rights
Agreement, dated as of January 19, 2006, by and between The Stanley Works
and Computershare Investor Services L.L.C. (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K/A dated February
22, 2006)
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4.6
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009 (incorporated by
reference to Exhibit 4.2 to The Stanley Works Current Report on
Form
8-K dated December 21, 2009)
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4.7
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The
Black & Decker 2003 Stock Option Plan (filed
herewith)
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4.8
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The
Black & Decker 1996 Stock Option Plan (filed
herewith)
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4.9
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The
Black & Decker 1992 Stock Option Plan (filed
herewith)
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4.10
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The
Black & Decker 2008 Restricted Stock Plan (filed
herewith)
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4.11
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The
Non-Employee Directors Stock Plan (filed herewith)
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4.12
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The
Black & Decker 1995 Stock Option Plan for Non-Employee Directors
(filed herewith)
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5.1
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Opinion
of Bruce H. Beatt (filed herewith)
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23.1
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Consent
of Ernst & Young LLP (filed herewith)
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23.2
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Consent
of Ernst & Young LLP (filed herewith)
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23.3 |
Consent
of Bruce H. Beatt (included in Exhibit 5.1) |
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24.1
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Power
of Attorney (previously filed)
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