As filed with the Securities and Exchange Commission on May 13, 1996.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 1996 Stock Option Plan
(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
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered per share (1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.50 per share .................. 2,400,000 $39.125 $93,900,000 $32,377
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</TABLE>
(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 May 6, 1996.
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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, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996; and
(c) 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.
All documents subsequently filed by the Registrant 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 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.
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Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law authorizes Maryland corporations
to limit the liability of directors and officers to the 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 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 so 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 the Corporation to
indemnify present and past directors and officers of the Corporation or of
another corporation that 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 cause of action adjudicated 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,
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<PAGE>
administrative or investigative, against reasonable expenses (including
attorneys' fees) incurred in connection with the proceeding.
The By-Laws of the Corporation permit the 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.
4. The Black & Decker 1996 Stock Option Plan included as Exhibit
D to the Proxy Statement of the Corporation dated March 1,
1996, for the 1996 Annual Meeting of Stockholders, is
incorporated herein by reference.
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;
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<PAGE>
(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 subparagraphs is contained in periodic reports filed 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 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
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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
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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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 May 13, 1996.
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 Chairman, President May 13, 1996
Nolan D. Archibald and Chief Executive
Officer
Principal Financial
Officer
/S/ THOMAS M. SCHOEWE Vice President May 13, 1996
Thomas M. Schoewe and Chief Financial
Officer
Principal Accounting
Officer
/S/ STEPHEN R. REEVES Corporate Controller May 13, 1996
Stephen F. Reeves
This Registration Statement also has been signed by the following
Directors, who constitute a majority of the Board of Directors:
Nolan D. Archibald* Anthony Luiso*
Barbara L. Bowles* Lawrence R. Pugh*
Malcolm Candlish* Mark H. Willes*
Alonzo G. Decker, Jr.* M. Cabell Woodward, Jr.*
*By: /S/ CHARLES E. FENTON May 13, 1996
Charles E. Fenton
Attorney-In-Fact
EXHIBIT 5
MILES & STOCKBRIDGE,
A PROFESSIONAL CORPORATION
10 LIGHT STREET
BALTIMORE, MARYLAND 21202
May 13, 1996
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 of
2,400,000 shares of Common Stock of The Black & Decker Corporation, a Maryland
corporation (the "Corporation"), to be issued in connection with The Black &
Decker 1996 Stock Option Plan (the "Plan"), we have examined such corporate
records, certificates and documents as we deemed necessary for the purpose of
this opinion.
Based on the foregoing, we are of the opinion that the Plan has been
duly and validly authorized and adopted by the Board of Directors of the
Corporation, and that the Common Stock being registered under the Securities Act
of 1933, when issued in accordance with the terms and conditions of 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
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the The Black & Decker 1996 Stock Option Plan of our
report dated January 31, 1996, 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, 1995, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Baltimore, Maryland
May 7, 1996
EXHIBIT 24
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 any and all amendments thereto (including
post-effective amendments), for the purpose of registering under the Securities
Act of 1933, as amended, up to 2,400,000 shares of Common Stock under The Black
& Decker 1996 Stock Option Plan.
/S/ NOLAN D. ARCHIBALD Director, Chairman, April 23, 1996
Nolan D. Archibald President and Chief
Executive Officer
(Principal Executive
Officer)
/S/ BARBARA L. BOWLES Director April 23, 1996
Barbara L. Bowles
/S/ MALCOLM CANDLISH Director April 23, 1996
Malcolm Candlish
/S/ ALONZO G. DECKER JR. Director April 23, 1996
Alonzo G. Decker, Jr.
/S/ ANTHONY LUISO Director April 23, 1996
Anthony Luiso
/S/ LAWRENCE R. PUGH Director April 23, 1996
Lawrence R. Pugh
/S/ MARK H. WILLES Director April 23, 1996
Mark H. Willes
/S/ M. CABELL WOODWARD JR. Director April 23, 1996
M. Cabell Woodward, Jr.
<PAGE>
/S/ THOMAS M. SCHOEWE Vice President and April 23, 1996
Thomas M. Schoewe Chief Financial
Officer (Principal
Financial Officer)
/S/ STEPHEN F. REEVES Corporate Controller April 23, 1996
Stephen F. Reeves (Principal Accounting
Officer)
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