As filed with the Securities and Exchange Commission on April 25, 1995.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-0248090
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 East Joppa Road
Towson, Maryland 21286
(Address of principal executive offices)
The Black & Decker Corporation
1995 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Charles E. Fenton, Esquire
Vice President and General Counsel
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
(410) 716-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Glenn C. Campbell, Esquire
Miles & Stockbridge,
a Professional Corporation
10 Light Street
Baltimore, Maryland 21202
_______________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
<S> <C> <C> <C> <C>
Common Stock,
par value $0.50
per share ............ 150,000 $29.75 $4,462,500 $1,538.81
Preferred Stock
Purchase Rights(2).... 150,000 (2) (2) (2)
(1) Computed, pursuant to Rule 457, solely for the purpose of calculating the registration fee, based on the average
of the high and low prices of the Common Stock on April 21, 1995.
(2) The Preferred Stock Purchase Rights are to be issued in tandem with the shares of Common Stock to be purchased from
time to time pursuant to the employee benefit plan described herein. No separate consideration is to be paid for the
Preferred Stock Purchase Rights.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, as amended by the
Registrant's Form 10-K/A (Amendment No. 1) filed with the
Commission on April 24, 1995;
(b) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form
8-A filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") on
January 29, 1985, and any amendment or report filed for the
purpose of updating such description; and
(c) The description of the Registrant's Preferred
Stock Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Exchange Act on April 29, 1986,
and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 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 into this Registration
Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law authorizes Maryland
corporations to limit the liability of directors and officers
to that corporation and its stockholders for money damages
except (i) to the extent that it is proved that the director or
officer actually received an improper benefit or profit in
money, property or services, for the amount of the benefit or
<PAGE>
profit actually received, (ii) to the extent that a judgment or
other final adjudication adverse to the director or officer is
entered in a proceeding based on a finding in the proceeding
that the director's or officer's action, or failure to act, was
the result of active and deliberate dishonesty and was material
to the cause of action adjudicated in the proceeding, or (iii)
in respect of certain other actions not applicable to the
Corporation. The Corporation's Charter limits the liability of
directors and officers to the fullest extent permitted by the
Maryland General Corporation Law.
The Maryland General Corporation Law also authorizes a
corporation to indemnify present and past directors and
officers of the corporation or of another corporation for which
they may serve at the request of the corporation against
judgments, penalties, fines, settlements and reasonable
expenses (including attorneys' fees) actually incurred in
connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of
the corporation in respect of which the director or officer is
adjudged to be liable to the corporation) in which they are
made parties by reason of being or having been directors or
officers unless it is proved that (i) the act or omission of
the director or officer was material to the matter giving rise
to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) the director
or officer actually received an improper personal benefit in
money, property or services, or (iii) in the case of any
criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. The
Maryland General Corporation Law also provides that, unless
limited by the corporation's charter, the corporation shall
indemnify present and past directors and officers of the
corporation who are successful, on the merits or otherwise, in
the defense of any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, against reasonable expenses (including
attorneys' fees) incurred in connection with the proceeding.
The Corporation's Charter does not limit the extent of this
indemnity.
The By-Laws of the Corporation permit indemnification of
directors and officers to the fullest extent permitted by the
Maryland General Corporation Law, and the Corporation's
directors and officers are covered by certain insurance
policies maintained by the Corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibit No. Description of Exhibit
4 The Black & Decker Corporation 1995 Stock
Option Plan for Non-Employee Directors.
5 Opinion of Miles & Stockbridge, a Professional
Corporation.
23 Consent of Independent Auditors (the consent of
counsel is included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(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 of 1933;
(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; and
(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 subparagraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(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 of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Towson, State of Maryland, on April 25, 1995.
THE BLACK & DECKER CORPORATION
By:/s/ CHARLES E. FENTON
Charles E. Fenton
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
Principal Executive Officer
/s/ NOLAN D. ARCHIBALD
Nolan D. Archibald Chairman, President April 25, 1995
and Chief Executive
Officer
Principal Financial Officer
/s/ THOMAS M. SCHOEWE
Thomas M. Schoewe Vice President and April 25, 1995
Chief Financial Officer
Principal Accounting Officer
/s/ STEPHEN F. REEVES
Stephen F. Reeves Corporate Controller April 25, 1995
<PAGE>
This Registration Statement also has been signed by the following
Directors, constituting a majority of the Board of Directors, by Charles E.
Fenton, Attorney-in-Fact:
Nolan D. Archibald* J. Dean Muncaster*
Barbara L. Bowles* Mark H. Willes*
Malcolm Candlish* M. Cabell Woodward, Jr.*
Alonzo G. Decker, Jr.*
Anthony Luiso*
*By:/s/ CHARLES E. FENTON April 25, 1995
Charles E. Fenton
Attorney-In-Fact
EXHIBIT 4
The Black & Decker Corporation 1995 Stock Option Plan
for Non-Employee Directors
<PAGE>
THE BLACK & DECKER CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Attracting and retaining qualified individuals to serve as
non-employee directors is vital to the continued success of The
Black & Decker Corporation. To that end and to bind the interests
of those individuals to the interests of the Corporation and its
stockholders, this stock option plan offers them an attractive
opportunity to acquire a proprietary interest in the Corporation.
ARTICLE 1:00
Definitions
1:01 The term "Board of Directors" shall mean the Board of
Directors of the Corporation.
1:02 The term "Change in Control" shall have the meaning provided
in Section 7:02 of the Plan.
1:03 The term "Code" shall mean the Internal Revenue Code of
1986, as amended, and any regulations promulgated
thereunder.
1:04 The term "Common Stock" shall mean the shares of common
stock, par value $.50 per share, of the Corporation.
1:05 The term "Corporation" shall mean The Black & Decker
Corporation.
1:06 The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
1:07 The term "Fair Market Value of a share of Common Stock"
shall mean the average of the high and low sale price per
share of Common Stock as finally reported in the New York
Stock Exchange Composite Transactions for the New York Stock
Exchange, or if shares of Common Stock are not sold on such
date, the average of the high and low sale price per share
of Common Stock as finally reported in the New York Stock
Exchange Composite Transactions for the New York Stock
Exchange for the most recent prior date on which shares of
Common Stock were sold.
1:08 The term "Limited Stock Appreciation Right" shall mean a
limited tandem stock appreciation right that entitles the
holder to receive cash upon a Change in Control pursuant to
Article 7:00 of the Plan.
1:09 The term "Option" or "Stock Option" shall mean a right
granted pursuant to the Plan to purchase shares of Common
Stock.
1:10 The term "Option Agreement" shall mean the written agreement
representing Options granted pursuant to the Plan as
contemplated by Article 5:00 of the Plan.
1:11 The term "Plan" shall mean The Black & Decker 1995 Stock
Option Plan for Non-Employee Directors as approved by the
Board of Directors on December 8, 1994, and adopted by the
stockholders of the Corporation at the 1995 Annual Meeting
of Stockholders, as the same may be amended from time to
time.
ARTICLE 2:00
Effective Date of the Plan
2:01 The Plan shall become effective upon stockholder approval,
provided that such approval is received on or before May 31,
1995.
ARTICLE 3:00
Participation in the Plan
3:01 Participation in the Plan shall be limited to individuals
who are directors of the Corporation but not full-time
employees of the Corporation on the date of grant of an
Option.
3:02 No member of the Board of Directors who is a full-time
employee shall be eligible to participate in the Plan. No
director who owns beneficially more than 10% of the total
combined voting power of all classes of stock of the
Corporation shall be eligible to participate in the Plan.
3:03 Upon initial election to the Board of Directors, a director
who on the date of election is not a full-time employee of
the Corporation shall automatically receive an Option to
purchase 2,000 shares of Common Stock. Upon each
reelection, a director who on the date of reelection is not
a full-time employee of the Corporation shall automatically
receive an Option to purchase 1,500 shares of Common Stock.
For the purpose of this Section, election or reelection at
the 1995 Annual Meeting of Stockholders shall be deemed an
"initial election."
ARTICLE 4:00
Stock Subject to the Plan
4:01 There shall be reserved for the granting of Options pursuant
to the Plan and for issuance and sale pursuant to such
Options 150,000 shares of Common Stock. To determine the
number of shares of Common Stock available at any time for
the granting of Options, there shall be deducted from the
total number of reserved shares of Common Stock the number
of shares of Common Stock in respect of which Options have
been granted pursuant to the Plan that are still outstanding
or have been exercised. The shares of Common Stock to be
issued upon the exercise of Options granted pursuant to the
Plan shall be made available from the authorized and
unissued shares of Common Stock. If for any reason shares
of Common Stock as to which an Option has been granted cease
to be subject to purchase thereunder, then such shares of
Common Stock again shall be available for issuance pursuant
to the Plan. Except as provided in Section 4:03, however,
the aggregate number of shares of Common Stock that may be
issued upon the exercise of Options pursuant to the Plan
shall not exceed 150,000 shares.
4:02 Proceeds from the purchase of shares of Common Stock upon
the exercise of Options granted pursuant to the Plan shall
be used for the general business purposes of the
Corporation.
4:03 Subject to the provisions of Section 7:02, in the event of
reorganization, recapitalization, stock split, stock
dividend, combination of shares of Common Stock, merger,
consolidation, share exchange, acquisition of property or
stock, or any change in the capital structure of the
Corporation, the number and kind of shares reserved for the
granting of Options and the number, kind and price of shares
covered by Options granted pursuant to the Plan but not then
exercised shall be adjusted appropriately by resolution of
the Board.
ARTICLE 5:00
Terms and Conditions of Options
5:01 Each Option granted pursuant to the Plan shall be evidenced
by an Option Agreement in such form as the Board of
Directors from time to time may determine.
5:02 The exercise price per share for Options shall be equal to
the Fair Market Value of a share of Common Stock on the date
of grant of the Options.
5:03 Subject to the other limitations set forth in the Plan, the
term of the Option shall be 10 years from the date on which
it is granted.
5:04 Each Option shall become exercisable 12 months after the
date the Option was granted. If an Option holder does not
purchase the full number of shares of Common Stock that he
or she at any time has become entitled to purchase, he or
she may purchase all or any part of those shares of Common
Stock at any subsequent time during the term of the Option.
5:05 Options shall be nontransferable and nonassignable, except
that Options may be transferred by testamentary instrument
or by the laws of descent and distribution and may be
transferred pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986, as amended,
or Title I of the Employee Retirement Income Security Act.
5:06 If an Option holder ceases to be a director of the
Corporation, his or her Option and all rights thereunder
shall terminate effective at the close of business on the
date the Option holder ceases to be a director of the
Corporation, except (i) to the extent previously exercised,
(ii) as provided in Sections 5:07 and 5:08 and (iii) for a
period of 30 days after he or she ceases to be a director of
the Corporation, the Option holder shall be entitled to
exercise any Option that was exercisable at the close of
business on the date the Option holder ceased to be a
director of the Corporation.
5:07 If an Option holder dies during the term of his or her
Option without having fully exercised the Option, the
executor or administrator of his or her estate or the person
who inherits the right to exercise the Option by bequest or
inheritance shall have the right within three years of the
Option holder's death to purchase the number of shares of
Common Stock that the deceased Option holder was entitled to
purchase at the date of his or her death, after which the
Option shall lapse, provided that in no event may any Option
be exercised after the expiration of the term of the Option.
5:08 If an Option holder ceases to be a director of the
Corporation without having fully exercised his or her Option
and (i) the Option holder is 65 years of age or older, or
(ii) the Option holder has been a director of the
Corporation or any of its subsidiaries for at least 5 years,
then the Option holder shall have the right within three
years of the Option holder's termination as a director to
purchase the number of shares of Common Stock that the
Option holder was entitled to purchase at the date of
termination, after which the Option shall lapse, provided
that in no event may any Option be exercised after the
expiration of the term of the Option.
5:09 The granting of an Option pursuant to the Plan shall not
constitute or be evidence of any agreement or understanding,
express or implied, on the part of the Corporation to
continue the Option holder as a director for any specified
period.
ARTICLE 6:00
Methods of Exercise of Options
6:01 An Option holder (or other person or persons, if any,
entitled to exercise an Option hereunder) desiring to
exercise an Option granted pursuant to the Plan as to all or
part of the shares of Common Stock covered by the Option
shall (i) notify the Corporation in writing at its principal
office at 701 East Joppa Road, Towson, Maryland 21286, to
that effect, specifying the number of shares of Common Stock
to be purchased and the method of payment therefor, and (ii)
make payment or provision for payment for the shares of
Common Stock so purchased in accordance with this Article
6:00. Such written notice may be given by means of a
facsimile transmission. If a facsimile transmission is
used, the Option holder should mail the original executed
copy of the written notice to the Corporation promptly
thereafter.
6:02 Payment or provision for payment shall be made as follows:
(a) The Option holder shall deliver to the Corporation
at the address set forth in Section 6:01 United
States currency in an amount equal to the aggregate
purchase price of the shares of Common Stock as to
which such exercise relates; or
(b) The Option holder shall tender to the Corporation
shares of Common Stock already owned by the Option
holder that, together with any cash tendered
therewith, have an aggregate fair market value
(determined based on the Fair Market Value of a
share of Common Stock on the date the notice set
forth in Section 6:01 is received by the
Corporation) equal to the aggregate purchase price
of the shares of Common Stock as to which such
exercise relates; or
(c) The Option holder shall deliver to the Corporation
an exercise notice together with irrevocable
instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds
necessary to pay the aggregate purchase price of the
shares of Common Stock as to which such exercise
relates and to sell the shares of Common Stock to be
issued upon exercise of the Option and deliver the
cash proceeds less commissions and brokerage fees to
the Option holder or to deliver the remaining shares
of Common Stock to the Option holder.
Notwithstanding the foregoing provisions, the Board of
Directors may limit the methods in which an Option may be
exercised by any person and, in processing any purported
exercise of an Option granted pursuant to the Plan, may
refuse to recognize the method of exercise selected by the
Option holder (other than the method of exercise set forth
in Section 6:02(a)) if, in the opinion of counsel to the
Corporation, (i) the Option holder is or within the six
months preceding such exercise was subject to reporting
under Section 16(a) of the Exchange Act and (ii) there is a
substantial likelihood that the method of exercise selected
by the Option holder would subject the Option holder to a
substantial risk of liability under Section 16 of the
Exchange Act.
6:03 In addition to the alternative methods of exercise set forth
in Section 6:02, the Option holder shall be entitled, at or
prior to the time the written notice provided for in Section
6:01 is delivered to the Corporation, to elect to have the
Corporation withhold from the shares of Common Stock to be
delivered upon exercise of the Option that number of shares
of Common Stock (determined based on the Fair Market Value
of a share of Common Stock on the date the notice set forth
in Section 6:01 is received by the Corporation) necessary to
satisfy any withholding taxes attributable to the exercise
of the Option. Alternatively the holder may elect to
deliver previously owned shares of Common Stock upon
exercise of the Stock Option to satisfy any withholding
taxes attributable to the exercise of the Stock Option. The
maximum amount that an Option holder may elect to have
withheld from the shares of Common Stock otherwise
deliverable upon exercise or the maximum number of
previously owned shares an Option holder may deliver shall
be equal to his or her federal and state withholding.
Notwithstanding the foregoing provisions, the Board of
Directors may include in the Option Agreement relating to
any such Option provisions limiting or eliminating the
Option holder's ability to pay his or her withholding tax
obligation with shares of Common Stock or, if no such
provisions are included in the Option Agreement but in the
opinion of the Board of Directors such withholding would
have an adverse tax or accounting effect to the Corporation,
at or prior to exercise of the Option, the Board of
Directors may so limit or eliminate the Option holder's
ability to pay withholding tax obligations with shares of
Common Stock. Notwithstanding the foregoing provisions, a
holder of an Option may not elect any of the methods of
satisfying his or her withholding tax obligation in respect
of any exercise if, in the opinion of counsel to the
Corporation, (i) the holder of the Stock Option is or within
the six months preceding such exercise was subject to
reporting under Section 16(a) of the Exchange Act and (ii)
there is a substantial likelihood that the election or
timing of the election would subject the holder to a
substantial risk of liability under Section 16 of the
Exchange Act.
6:04 An Option holder at any time may elect in writing to abandon
an Option in respect of all or part of the number of shares
of Common Stock as to which the Option shall not have been
exercised.
6:05 An Option holder shall have none of the rights of a
stockholder of the Corporation until the shares of Common
Stock covered by the Option are issued upon exercise of the
Option.
ARTICLE 7:00
Limited Stock Appreciation Rights
7:01 Option holders shall have Limited Stock Appreciation Rights
entitling Option holders to receive, in connection with a
Change in Control (as defined in Section 7:02), a cash
payment in cancellation of all of their Options that are
outstanding on the date the Change in Control occurs
(whether or not such Options are then presently exercisable
if they have been held for a period of at least six months
from the date of acquisition to the date of cash
settlement), which payment shall be equal to the number of
shares covered by the cancelled Options multiplied by the
excess over the exercise price of the Options of the higher
of (i) the Fair Market Value of a share of Common Stock on
the date of the Change in Control or (ii) the highest per
share price paid for the shares of Common Stock in
connection with the Change in Control (with the value of any
noncash consideration paid in connection with the Change in
Control to be determined by the Board of Directors in its
sole and absolute discretion). For purposes of this Section
7:01 as well as the other provisions of this Plan, once an
Option or portion of an Option has terminated, lapsed or
expired, or has been abandoned, in accordance with the
provisions of the Plan, the Option (or the portion of the
Option) that has terminated, lapsed or expired, or has been
abandoned, shall cease to be outstanding. Limited Stock
Appreciation Rights shall not be exercisable at the
discretion of the holder but shall automatically be
exercised upon a Change in Control.
7:02 For purposes of Section 7:01, a "Change in Control" shall
mean a change in control of the Corporation of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Exchange Act, whether or not the Corporation is in fact
required to comply therewith, provided that, without
limitation, such a Change in Control shall be deemed to have
occurred if (A) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any of its
subsidiaries, or a corporation owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of
stock of the Corporation, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation
representing 20% or more of the combined voting power of the
Corporation's then outstanding securities; or (B) during any
period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors
and any new director (other than a director designated by a
person who has entered into an agreement with the
Corporation to effect a transaction described in clauses (A)
or (C) of this Section 7:02) whose election by the Board of
Directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were
directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof; or (C) the
stockholders of the Corporation approve a merger, share
exchange or consolidation of the Corporation with any other
corporation, other than a merger, share exchange or
consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving
entity) at least 60% of the combined voting power of the
voting securities of the Corporation or such surviving
entity outstanding immediately after such merger, share
exchange or consolidation, or the stockholders of the
Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all the
Corporation's assets.
ARTICLE 8:00
Amendments and Discontinuance of the Plan
8:01 The Board of Directors shall have the right at any time and
from time to time to amend, modify, or discontinue the Plan
provided that, except as provided in Section 4:03, no such
amendment, modification, or discontinuance of the Plan shall
(i) revoke or alter the terms of any valid Option or Limited
Stock Appreciation Right previously granted pursuant to the
Plan, (ii) increase the number of shares of Common Stock to
be reserved for issuance and sale pursuant to Options or
Stock Appreciation Rights granted pursuant to the Plan,
(iii) decrease the price determined pursuant to the
provisions of Section 5:02 or increase the amount of cash
that a holder of a Limited Stock Appreciation Right is
entitled to receive upon exercise of a Limited Stock
Appreciation Right, (iv) change the class of individuals to
whom Options or Limited Stock Appreciation Rights may be
granted pursuant to the Plan, or (v) provide for Options or
Limited Stock Appreciation Rights exercisable more than 10
years after the date granted. Notwithstanding the
foregoing, the provisions of the Plan that determine the
amount, price or timing of benefits or the grant or exercise
of Options as Limited Stock Appreciation Rights shall not be
amended more than once every six months, unless the
amendment would be consistent with the provisions of Rule
16b-3(c)(2)(ii) promulgated under the Exchange Act (or any
successor provision thereto).
ARTICLE 9:00
Plan Subject to Governmental Laws and Regulations
9:01 The Plan and the grant and exercise of Options and Limited
Stock Appreciation Rights pursuant to the Plan shall be
subject to all applicable governmental laws and regulations.
Notwithstanding any other provision of the Plan to the
contrary, the Board of Directors may in its sole and
absolute discretion make such changes in the Plan as may be
required to conform the Plan to such laws and regulations.
ARTICLE 10:00
Duration of the Plan
10:01 No Option or Limited Stock Appreciation Right shall be
granted pursuant to the Plan after the close of business on
April 30, 2005.
EXHIBIT 5
Opinion of Miles & Stockbridge,
a Professional Corporation
<PAGE>
April 25, 1995
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21204
Ladies and Gentlemen:
In connection with the registration under the Securities Act
of 1933 of 150,000 shares of Common Stock of The Black & Decker
Corporation, a Maryland corporation (the "Corporation"), pursuant
to The Black & Decker Corporation 1995 Stock Option Plan for Non-
Employee Directors (the "Plan"), we have examined such corporate
records, certificates and documents as we deemed necessary for the
purpose of this opinion. Based on that examination, we advise you
that in our opinion the 150,000 shares of Common Stock to be issued
by the Corporation pursuant to the Plan have been duly and validly
authorized and, when issued upon the terms set forth in the Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the registration statement. In giving our consent, we do not
thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By:/s/ GLENN C. CAMPBELL
Principal
EXHIBIT 23
Consent of Independent Auditors<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to The Black &
Decker Corporation's 1995 Stock Option Plan for Non-Employee
Directors of our report dated February 9, 1995, with respect
to the consolidated financial statements and schedule of The
Black & Decker Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1994, as amended
by Form 10-K/A (Amendment No. 1) filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Baltimore, Maryland
April 19, 1995
EXHIBIT 24
Power of Attorney
<PAGE>
POWER OF ATTORNEY
We, the undersigned Directors and Officers of The Black & Decker
Corporation (the "Corporation"), hereby constitute and appoint
Nolan D. Archibald, Thomas M. Schoewe and Charles E. Fenton, and each
of them, with power of substitution, our true and lawful attorneys-in-
fact with full power to sign for us, in our names and in the capacities
indicated below, a Registration Statement on Form S-8, and all amendments
thereto (including post-effective amendments), for the purpose of
registering under the Securities Act of 1933, as amended, up to
150,000 shares of the Corporation's Common Stock (and the related
Preferred Stock Purchase Rights) for issuance pursuant to The
Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors.
Signature Title Date
/s/ NOLAN D. ARCHIBALD Director, President and Chief April 25, 1995
Nolan D. Archibald Executive Officer (Principal
Executive Officer)
/s/ BARBARA L. BOWLES Director April 25, 1995
Barbara L. Bowles
/s/ MALCOLM CANDLISH Director April 25, 1995
Malcolm Candlish
/s/ ALONZO G. DECKER, JR. Director April 25, 1995
Alonzo G. Decker, Jr.
/s/ ANTHONY LUISO Director April 25, 1995
Anthony Luiso
/s/ J. DEAN MUNCASTER Director April 25, 1995
J. Dean Muncaster
/s/ MARK H. WILLES Director April 25, 1995
Mark H. Willes
/s/ M. CABELL WOODWARD, JR. Director April 25, 1995
M. Cabell Woodward, Jr.
/s/ THOMAS M. SCHOEWE Vice President and April 25, 1995
Thomas M. Schoewe Chief Financial Officer
/s/ STEPHEN F. REEVES Corporate Controller April 25, 1995
Stephen F. Reeves
