<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1998.
Registration No. 333-
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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 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full title of the plan)
CHARLES E. FENTON, ESQUIRE
SENIOR 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 P.C.
10 Light Street
Baltimore, Maryland 21202
(410) 727-6464
CALCULATION OF REGISTRATION FEE
<TABLE>
<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
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.50
per share.................... 100,000 $51.85 $5,185,000 $1,600
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the high and low sales
prices per share of the Common Stock on April 23, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by The Black & Decker Corporation (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, 1997, as amended by the Registrant's Form 10-K/A filed with the
Commission on March 30, 1998; and
(b) The Registrant's Current Reports on Form 8-K filed with the Commission
on January 27, 1998 and April 15, 1998.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
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
<PAGE>
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 Registrant'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 Maryland corporations
to indemnify present and past directors and officers of the corporation or of
another corporation for which they 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, a 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 Registrant's Charter does not limit the
extent of this indemnity.
The By-Laws of the Registrant permit indemnification of directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law, and the Registrant's directors and officers are covered by certain
insurance policies maintained by the Registrant.
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<PAGE>
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
ITEM 8. Exhibits.
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 The Black & Decker Non-Employee Directors Stock Plan, included as
Exhibit A to the Corporation's definitive Proxy Statement for the
1998 Annual Meeting of Stockholders held on April 28, 1998, is
incorporated herein by reference.
5 Opinion of Miles & Stockbridge P.C.
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.
Notwithstanding the foregoing, any increase or decrease in 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 volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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.
Notwithstanding the foregoing, any increase or decrease in 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 volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
Provided, however, that subparagraphs (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 periodic reports filed by the registrant
pursuant to Section 13 or
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<PAGE>
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.
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<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 28, 1998.
THE BLACK & DECKER CORPORATION
By:/s/ CHARLES E. FENTON
---------------------------
Charles E. Fenton
Senior 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive
Officer
/s/ NOLAN D. ARCHIBALD Chairman, President April 28, 1998
- ------------------------
Nolan D. Archibald and Chief Executive
Officer
Principal Financial
Officer
/s/ THOMAS M. SCHOEWE Senior Vice President April 28, 1998
- ------------------------
Thomas M. Schoewe and Chief Financial
Officer
Principal Accounting
Officer
/s/ STEPHEN F. REEVES Vice President and April 28, 1998
- ---------------------
Stephen F. Reeves Controller
</TABLE>
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<PAGE>
This Registration Statement also has been signed by the following
Directors, who constitute a majority of the Board of Directors:
Nolan D. Archibald/*/ Alonzo G. Decker, Jr./*/
Norman R. Augustine/*/ Anthony Luiso/*/
Barbara L. Bowles/*/ Mark H. Willes/*/
Malcolm Candlish/*/ M. Cabell Woodward, Jr./*/
*By:/s/ CHARLES E. FENTON April 28, 1998
---------------------
Charles E. Fenton
Attorney-In-Fact
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<PAGE>
Exhibit 5
MILES & STOCKBRIDGE P.C.
10 Light Street
Baltimore, Maryland 21202
April 28, 1998
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
100,000 shares of Common Stock, par value $.50 per share, of The Black & Decker
Corporation, a Maryland corporation (the "Corporation"), to be issued in
connection with The Black & Decker Non-Employee Directors Stock 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 P.C.
By: /s/ Glenn C. Campbell
---------------------------
Principal
<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 Non-Employee Directors Stock Plan
of our report dated January 26, 1998, 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, 1997, as amended by Form 10-
K/A filed with the Securities and Exchange Commission on March 30, 1998.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
April 27, 1998
<PAGE>
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 100,000 shares of Common Stock of the Corporation
under The Black & Decker Non-Employee Directors Stock Plan.
/s/ NOLAN D. ARCHIBALD Director, Chairman, April 28, 1998
- --------------------------- President and Chief
Nolan D. Archibald Executive Officer
(Principal Executive
Officer)
/s/ NORMAN R. AUGUSTINE Director April 28, 1998
- ---------------------------
Norman R. Augustine
/s/ BARBARA L. BOWLES Director April 28, 1998
- ---------------------------
Barbara L. Bowles
/s/ MALCOLM CANDLISH Director April 28, 1998
- ---------------------------
Malcolm Candlish
/s/ ALONZO G. DECKER, JR. Director April 28, 1998
- ---------------------------
Alonzo G. Decker, Jr.
/s/ ANTHONY LUISO Director April 28, 1998
- ---------------------------
Anthony Luiso
/s/ MARK H. WILLES Director April 28, 1998
- ---------------------------
Mark H. Willes
/s/ M. CABELL WOODWARD, JR. Director April 28, 1998
- ---------------------------
M. Cabell Woodward, Jr.
/s/ THOMAS M. SCHOEWE Senior Vice President April 28, 1998
- --------------------------- and Chief Financial
Thomas M. Schoewe Officer (Principal
Financial Officer)
/s/ STEPHEN F. REEVES Vice President and April 28, 1998
- --------------------------- Controller
Stephen F. Reeves (Principal Accounting
Officer)
