As filed with the Securities and Exchange Commission on May 1, 2000.
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
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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
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:
Christopher R. Johnson, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
(410) 385-3532
(410) 385-3700 (fax)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.50 per share 5,000,000 $41.50 $207,500,000 $54,800
- -------------------------------------------------------------------------------------------------
<FN>
(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 26, 2000.
</FN>
- -------------------------------------------------------------------------------------------------
</TABLE>
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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, 1999; and
(b) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 27, 2000, April 10, 2000 and April 20, 2000.
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
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
<PAGE>
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 Bylaws 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.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
Item 8. Exhibits.
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Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Miles & Stockbridge P.C.
23 Consent of Independent Auditors (the consent of counsel is
included in Exhibit 5).
-2-
<PAGE>
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;
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 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.
-3-
<PAGE>
(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 May 1, 2000.
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.
Signature Title Date
--------- ----- ----
Principal Executive
Officer
/s/ NOLAN D. ARCHIBALD Chairman, President May 1, 2000
- ------------------------- and Chief Executive
Nolan D. Archibald Officer
Principal Financial
Officer
/s/ MICHAEL D. MANGAN Senior Vice President May 1, 2000
- ------------------------- and Chief Financial
Michael D. Mangan Officer
Principal Accounting
Officer
/s/ CHRISTINA M. MCMULLEN Vice President and May 1, 2000
- ------------------------- Corporate Controller
Christina M. McMullen
-5-
<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* Manuel A. Fernandez*
*By:/s/ CHARLES E. FENTON May 1, 2000
---------------------
Charles E. Fenton
Attorney-In-Fact
-6-
<PAGE>
MILES & STOCKBRIDGE P.C.
10 Light Street
Baltimore, Maryland 21202
May 1, 2000
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
5,000,000 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 1996 Stock Option Plan, as amended (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/ Robert M. Cattaneo
-------------------------
Principal
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Black & Decker 1996 Stock Option Plan of
our report dated January 27, 2000 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, 1999, as filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
April 27, 2000
POWER OF ATTORNEY
We, the undersigned Directors and Officers of The Black & Decker
Corporation (the "Corporation"), hereby constitute and appoint Nolan D.
Archibald, Michael D. Mangan 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 5,000,000 shares of Common Stock of the
Corporation under The Black & Decker 1996 Stock Option Plan.
/s/ NOLAN D. ARCHIBALD Director, Chairman, April 25, 2000
- ------------------------- President and Chief
Nolan D. Archibald Executive Officer
(Principal Executive
Officer)
/s/ NORMAN R. AUGUSTINE Director April 25, 2000
- -------------------------
Norman R. Augustine
/s/ BARBARA L. BOWLES Director April 25, 2000
- -------------------------
Barbara L. Bowles
/s/ MALCOLM CANDLISH Director April 25, 2000
- -------------------------
Malcolm Candlish
/s/ ALONZO G. DECKER, JR. Director April 25, 2000
- --------------------------
Alonzo G. Decker, Jr.
/s/ ANTHONY LUISO Director April 25, 2000
- --------------------------
Anthony Luiso
/s/ MARK H. WILLES Director April 25, 2000
- --------------------------
Mark H. Willes
/s/ MANUEL A. FERNANDEZ Director April 25, 2000
- --------------------------
Manuel A. Fernandez
/s/ MICHAEL D. MANGAN Senior Vice President April 25, 2000
- -------------------------- and Chief Financial
Michael D. Mangan Officer (Principal
Financial Officer)
/s/ CHRISTINA M. McMULLEN Vice President and April 25, 2000
- -------------------------- Corporate Controller
Christina M. McMullen (Principal Accounting
Officer)
