STANLEY WORKS
S-8 POS, 1994-10-06
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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                            SECURITIES AND EXCHANGE COMMISSION    NO.33-41611
                                         WASHINGTON, DC 20549
                                         ____________________

                                            POST-EFFECTIVE
                                          AMENDMENT NO. 1 TO

                                               FORM S-8
                                        REGISTRATION STATEMENT
                                                 UNDER
                                      THE SECURITIES ACT OF 1933
                                        ___________________

                                        THE STANLEY WORKS
                       (Exact name of registrant as specified in its charter)

                   CONNECTICUT                          06-0548860              

(State or other jurisdiction of incorporation)       (I.R.S. Employer 
                                                      Identification No.)    

   1000 STANLEY DRIVE, P.O. BOX 7000
         NEW BRITAIN, CONNECTICUT                                    06050     
  (Address of Principal Executive Offices)                        (Zip Code)

                         SAVINGS PLAN FOR HOURLY PAID EMPLOYEES OF
                                   THE STANLEY WORKS                       

                                   (Full title of the Plan)

                                 Stephen S. Weddle, Esquire
                                  The Stanley Works
                          1000 Stanley Drive, P.O. Box 7000
                            New Britain, Connecticut 06050
                               (Name and address of agent for service)

                                     (203) 225-5111                          
                 (Telephone number, including area code of agent for service)
                                                                              <PAGE>





               The  Stanley   Works  (the  "Company")  hereby   amends  the
          Registration Statement  on Form S-8  (Registration No.  33-41611)
          (the "Registration Statement") to remove from registration 74,880
          shares  of  the  Company's  Common Stock  which  were  registered
          pursuant to the  Savings Plan  for Hourly Paid  Employees of  The
          Stanley Works which  has been  merged into the  Savings Plan  for
          Salaried Employees of  The Stanley Works, which resulting Plan is
          known as The Stanley Works 401(k) Savings Plan.













































                                          2.





                                      SIGNATURES

                    The Registrant.   Pursuant  to the requirements  of the
          Securities Act of 1933, the registrant has duly caused this Post-
          Effective  No.  1  to  the  Registration  Statement  on Form  S-8
          (Registration No. 33-41611)  to be  signed on its  behalf by  the
          undersigned,  thereunto  duly  authorized,  in the  City  of  New
          Britain,  State of  Connecticut, on  the 28th  day of  September,
          1994.
                                           
                                        THE STANLEY WORKS



                                        By:Richard H. Ayers              
                                           Name:   Richard H. Ayers
                                           Title:  Chairman and
                                                   Chief Executive Officer

                    Pursuant to  the requirements of the  Securities Act of
          1933,  this Post-Effective  Amendment No.  1 to  the registration
          statement  has  been  signed  by  the following  persons  in  the
          capacities and on the date indicated.

          NAME                     TITLE               DATE



          Richard H. Ayers         Chairman,           September 28, 1994  
          Richard H. Ayers         Chief
                                   Executive Officer
                                   and Director


          Richard Huck             Vice President,     September 28, 1994  
          Richard Huck             Finance and Chief
                                   Financial Officer


                   *               Director            September 28, 1994
          Stillman B. Brown       

                                
                   *               Director            September 28, 1994
          Edgar R. Fiedler     


                   *               Director            September 28, 1994
          James G. Kaiser     


                   *               Director            September 28, 1994

                                          3.





          Eileen S. Kraus       


          NAME                     TITLE               DATE



                   *               Director            September 28, 1994
          Gerald A. Lamb      


                   *               Director            September 28, 1994
          George A. Lorch       


                   *               Director            September 28, 1994
          Walter J. McNerney     


                   *               Director            September 28, 1994
          Gertrude G. Michelson   


                   *               Director            September 28, 1994
          John S. Scott


                   *               Director            September 28, 1994
          Hugo E. Uyterhoeven


                   *               Director            September 28, 1994
          Walter W. Williams





          *  By:Stephen S. Weddle                      September 28, 1994
                Stephen S. Weddle
                (As Attorney-in-Fact)












                                          4.





                    The  Plan.    Pursuant   to  the  requirements  of  the
          Securities  Act of  1933, the  Plan Administrator of  The Savings
          Plan  for Hourly  Paid Employees  of The  Stanley Works  has duly
          caused this  Post-Effective Amendment  No. 1 to  the Registration
          Statement  to  be  signed  on  its  behalf  by  the  undersigned,
          thereunto duly authorized, in  the City of New Britain,  State of
          Connecticut, on September 28, 1994.

                                        THE STANLEY WORKS
                                        (as Plan Administrator)



                                        By:  Macy W. Reid                  
                                           Name:   Macy W. Reid
                                           Title:  Director of Compensation
                                                   & Benefits

          [f:\fallon\stanley\s8dereg.con]

































                                          5.





                                    EXHIBIT INDEX

          Exhibit No.                                                 Page

               24        Manually signed copy of power of               7
                         attorney authorizing the signing of
                         the Post-Effective  Amendment No. 1
                         to  the Registration  Statement and
                         amendments thereto on behalf of the
                         Registrant's officers and directors
                         if filed herewith.





                                                            Exhibit 24

                                  POWER OF ATTORNEY

               We, the  undersigned officers  and directors of  The Stanley

          Works,  a Connecticut  corporation  (the  "Corporation"),  hereby

          severally constitute Stephen S. Weddle and Brenda Bemben our true

          and lawful attorneys with full power of substitution, to sign for

          us and  in our names in the capacities indicated below, the Post-

          Effective  Amendment to the Registration Statement on Form S-8 of

          the  Corporation  filed  herewith,  and any  and  all  amendments

          thereto,  and generally to do all such  things in our name and on

          our  behalf in our capacities as officers and directors to enable

          the  Corporation to comply with the  provisions of the Securities

          Act of 1933, as  amended, all requirements of the  Securities and

          Exchange Commission, and all requirements of any other applicable

          law or regulation, hereby ratifying and confirming our signatures

          as  they may be signed by our  said attorneys, or either of them,

          to  such  Registration  Statement  and  any  and  all  amendments

          thereto, including post-effective amendments. 

          SIGNATURE                TITLE               DATE


                                   Chairman,           September 28, 1994  
          Richard H. Ayers         Chief
                                   Executive Officer
                                   and Director


                                   Vice President,     September 28, 1994  
          Richard Huck             Finance and Chief
                                   Financial Officer


                                   President           September 28, 1994
          R. Alan Hunter           and Chief Operating 
                                   Officer





           SIGNATURE                         TITLE               DATE


                               
          Stillman B. Brown        Director            September 28, 1994
          Stillman B. Brown       

                                
          Edgar R. Fiedler         Director            September 28, 1994
          Edgar R. Fiedler     


          James G. Kaiser          Director            September 28, 1994
          James G. Kaiser     


          Eileen S. Kraus         Director            September 22, 1994
          Eileen S. Kraus       


          Gerald A. Lamb           Director            September 28, 1994
          Gerald A. Lamb      


          George A. Lorch          Director            September 28, 1994
          George A. Lorch       


          Walter J. McNerney       Director            September 28, 1994
          Walter J. McNerney     


          Gertrude G. Michelson    Director            September 28, 1994
          Gertrude G. Michelson   


          John S. Scott            Director            September 28, 1994
          John S. Scott


          Hugo E. Uyterhoeven      Director            September 22, 1994
          Hugo E. Uyterhoeven


          Walter W. Williams       Director            September 28, 1994
          Walter W. Williams




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