<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 1994
The Stanley Works
(Exact name of registrant as specified in charter)
Connecticut 1-5224 06-058860
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Stanley Drive, New Britain, Connecticut 06053
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(203) 225-5111
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
1. On April 20, 1994, the Registrant's Board of
Directors amended the Bylaws.
Attached as Exhibit (3) is a copy of the
Registrant's Bylaws as amended. This Exhibit is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(3) Bylaws, as amended.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized
THE STANLEY WORKS
By: Stephen S. Weddle
Name: Stephen S. Weddle
Title: Vice President, General
Counsel and Secretary
Date: April 28, 1994
<PAGE>
Exhibit (3)
As amended April 20, 1994
THE STANLEY WORKS
BYLAWS
ARTICLE I
SHAREHOLDERS' MEETINGS
ANNUAL 1. The Annual Meeting of the Shareholders shall
MEETING be held at such time in the month of
February, March or April in each year and at
such place within or without the State of
Connecticut as the Board of Directors may
determine. Notice thereof shall be mailed to
each Shareholder to his last known post office
address not less than twenty-five days nor
more than fifty days before such Meeting.
2. Special Meetings of the Shareholders shall be
called by the Chairman, or the President or
Secretary, or by the Chairman, or the
President or Secretary upon the written
request of the holders of not less than 35% of
the voting power of all shares entitled to
vote at such Meeting by mailing a notice
thereof to each Shareholder to his last known
post office address not less than twenty-five
days nor more than fifty days before such
Meeting.
3. At any Meeting of Shareholders the holders of
not less than a majority of the shares
outstanding and entitled to vote present in
person or by proxy shall constitute a quorum.
The Directors may establish a record date for
voting or other purposes in accordance with
law.
4. No business may be transacted at an Annual
Meeting of Shareholders (including any
adjournment thereof), other than business that
is either (a) specified in the notice of
meeting (or any supplement thereto) given by
or at the direction of the Board of Directors
(or any duly authorized committee thereof),
(b) otherwise properly brought before the
Annual Meeting by or at the direction of the
Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly
brought before the Annual Meeting by any
Shareholder (i) who is a shareholder of record
on the date of the giving of the notice
provided for in this Section 4 and on the
record date for the determination of
<PAGE>
Shareholders entitled to vote at such Annual
Meeting and (ii) who complies with the notice
procedures set forth in this Section 4.
In addition to any other applicable
requirements, for business to be properly
brought before an Annual Meeting by a
Shareholder, such Shareholder must have given
timely notice thereof in proper written form
to the Secretary.
To be timely, a Shareholder's notice to the
Secretary must be delivered to or mailed and
received at the principal executive offices of
the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the
anniversary of the date on which the
immediately preceding Annual Meeting of
Shareholders was convened; provided, however,
that in the event that the Annual Meeting is
called for a date that is not within thirty
(30) days before or after such anniversary
date, notice by the Shareholder in order to be
timely must be so received not later than the
close of business on the tenth (10th) day
following the day on which such notice of the
date of the Annual Meeting was mailed or such
public disclosure of the date of the Annual
Meeting was made, whichever first occurs.
To be in proper written form, a Shareholder's
notice to the Secretary must set forth as to
each matter such Shareholder proposes to bring
before the Annual Meeting (i) a brief
description of the business desired to be
brought before the Annual Meeting and the
reasons for conducting such business at the
Annual Meeting, (ii) the name and record
address of such Shareholder, (iii) the class
or series and number of shares of capital
stock of the Corporation which are owned
beneficially or of record by such Shareholder,
(iv) a description of all arrangements or
understandings between such Shareholder and
any other person or persons (including their
names) in connection with the proposal of such
business by such Shareholder and any material
interest of such Shareholder in such business
and (v) a representation that such Shareholder
intends to appear in person or by proxy at the
Annual Meeting to bring such business before
the meeting.
<PAGE>
No business shall be conducted at the Annual
Meeting of Shareholders except business
brought before the Annual Meeting in
accordance with the procedures set forth in
this Section 4, provided, however, that, once
business has been properly brought before the
Annual Meeting in accordance with such
procedures, nothing in this Section 4 shall be
deemed to preclude discussion by any
Shareholder of any such business. If the
Chairman of an Annual Meeting determines that
business was not properly brought before the
Annual Meeting in accordance with the
foregoing procedures, the Chairman shall
declare to the meeting that the business was
not properly brought before the meeting and
such business shall not be transacted.
ARTICLE II
NOMINATIONS OF DIRECTOR CANDIDATES
1. Eligibility to Make Nominations. Nominations
of candidates for election as directors of the
Corporation at any meeting of shareholders
called for election of directors (an "Election
Meeting") may be made by the Board of
Directors or by any shareholder entitled to
vote at such Election Meeting.
2. Procedure for Nominations by the Board of
Directors. Nominations made by the Board of
Directors shall be made at a meeting of the
Board of Directors, or by written consent of
directors in lieu of a meeting, not less than
30 days prior to the date of the Election
Meeting, and such nominations shall be
reflected in the minute books for the
Corporation as of the date made. At the
request of the Secretary of the Corporation
each proposed nominee shall provide the
Corporation with such information concerning
himself as is required, under the rules of the
Securities and Exchange Commission, to be
included in the Corporation's proxy statement
soliciting proxies for his election as a
director.
3. Procedure for Nominations by Shareholders.
Not less than 30 days prior to the date of the
Election Meeting any shareholder who intends
to make a nomination at the Election Meeting
<PAGE>
shall deliver a notice to the Secretary of the
Corporation setting forth (i) the name, age,
business address and residence address of each
nominee proposed in such notice, (ii) the
principal occupation or employment of each
such nominee, (iii) the number of shares of
capital stock of the Corporation which are
beneficially owned by each such nominee and
(iv) such other information concerning each
such nominee as would be required, under the
rules of the Securities and Exchange
Commission, in a proxy statement soliciting
proxies for the election of such nominees.
4. Substitution of Nominees. In the event that a
person is validly designated as a nominee in
accordance with section 2 or 3 hereof and
shall thereafter become unable or unwilling to
stand for election to the Board of Directors,
a substitute nominee may be designated as
follows:
(a) by those named as proxies in proxies
solicited on behalf of the Board of
Directors if the person was designated
as nominee in accordance with section 2
hereof
(b) by the shareholder who proposed such
nominee if the person was designated as
a nominee in accordance with section 3
hereof.
5. Determination of Compliance with Procedure.
If the chairman of the Election Meeting
determines that a nomination was not in
accordance with the foregoing procedures, such
nomination shall be void.
ARTICLE III
DIRECTORS AND COMMITTEES
DIRECTORS 1. The business, property and affairs of this
Corporation shall be under the care and
management of not less than nine nor more than
eighteen Directors, the exact number to be
determined by the Board of Directors from time
to time. All Directors shall be Shareholders
of record. The Directors shall be divided
into three classes of substantially equal
numbers such that one class is chosen annually
<PAGE>
at the Annual Meeting of Shareholders and the
members of such class shall hold office until
their successors be elected and qualified. A
majority in number of the Board of Directors
shall constitute a quorum for the transaction
of business.
MEETINGS 2. The Chairman or the President or any Vice
Chairman may and upon written application of
any three Directors shall call a meeting of
the Board of Directors to be held at such time
and place as may be determined by the person
calling said meeting and shall cause notice
thereof to be given. Unless waived in
writing, three days verbal or written (mail)
notice shall be required provided, however,
that if in the judgment of any two officers an
emergency exists, a meeting may be called
forthwith by telephone or telegram or verbal
notice and such notice shall be deemed
sufficient notice notwithstanding that some of
the Directors may not have actual notice.
WRITTEN CONSENT If all the Directors, or all members of a
committee of the Board of Directors, as the
case may be, severally or collectively consent
in writing to any action taken or to be taken
by the corporation, and the number of such
Directors or members constitutes a quorum for
such action, such action shall be a valid
corporate action as though it had been
authorized at a meeting of the Board of
Directors or committee, as the case may be.
The Secretary shall file such consents with
the minutes of the Board of Directors or of
the committee, as the case may be.
PARTICIPATION BY A Director may participate in a meeting of
TELEPHONE the Board of Directors or of a committee by
means of conference telephone or similar
communications equipment enabling all
Directors participating in the meeting to hear
one another, and participation in a meeting
pursuant to this subsection shall constitute
presence in person at such meeting.
The Annual Meeting of the Directors for the
election of officers shall be held without
notice, immediately after the Annual
Shareholders' Meeting. Regular meetings of
the Directors shall be held at least on a
quarterly basis.
<PAGE>
VACANCIES 3. In case any vacancy or vacancies shall exist
in the Board of Directors at any time the
remaining members of the Board by majority
action may fill the vacancy or vacancies for
the unexpired term.
COMMITTEES 4. The Board of Directors may from time to time
appoint from its membership such committees as
it may deem necessary or desirable for the
best interests of the Corporation and may
delegate to any committee all needful
authority to the extent permitted by law.
Each committee shall fix its own rules as to
procedure and calling of meetings. It shall
appoint a Secretary, who need not be a member
of the committee. Such Secretary shall call
meetings of the committee on the request of
the Chairman of the committee or any two
members and shall keep permanent record of all
of its proceedings. A majority of the members
of any committee shall constitute a quorum.
EXECUTIVE 5. (a) The Directors shall appoint an Executive
COMMITTEE Committee consisting of the Chairman, if any,
the President and of at least three other
Directors, but in no event shall the Committee
consist of less than five members.
The Board of Directors may at any time
decrease (subject to the provisions of the
preceding paragraph) or increase the size of
said Committee, may change the membership
thereof and may fill vacancies therein.
(b) During intervals between meetings of the
Board of Directors, the Executive Committee
shall possess and may exercise all the powers
of the Board of Directors in the management of
the business and affairs of the Corporation,
but said Committee shall have no power to
declare dividends or do other things specially
reserved by law to the Directors.
(c) Said Executive Committee shall have power
to appoint such sub-committees as it may deem
necessary to report and make recommendations
to the Executive Committee.
(d) Any action taken by the Executive
Committee shall be subject to change,
alteration and revision by the Board of
<PAGE>
Directors, provided that no rights or acts of
others shall be affected by any such
alteration or revision.
FINANCE 6. A Finance and Pension Committee consisting of
& PENSION at least five Directors shall be appointed
COMMITTEE by the Board of Directors. The Committee
shall advise and assist the Chief Financial
Officer and the Treasurer in major matters
concerning the finances of the Corporation and
in matters of major policy decisions in the
purchase and sale of securities. The Chief
Financial Officer and the Treasurer may also
call upon such Committee for advice and
assistance in any other matters involved in
the discharge of the duties of his office.
The Committee shall administer the pension
plans of the Corporation and its subsidiaries.
The Committee shall assume the functions of
the Corporation as "Plan Administrator" and
"Named Fiduciary" under the Corporation's
pension plans and pension trust agreements in
the United States as those terms are defined
in the Employee Retirement Income Security Act
of 1974 as amended. The Committee shall have
the power to amend any pension plan, savings
and retirement plan, stock ownership plan or
any similar plan or related trust agreement of
the Corporation or any of its subsidiaries
from time to time as may be required or
appropriate. The Committee may delegate any
or all of these functions to such employees as
it, in its judgment, deems appropriate.
AUDIT 7. An Audit Committee consisting of at least
COMMITTEE three Directors, none of whom shall be
officers or employees of the Corporation or
any of its subsidiaries, shall be appointed by
the Board of Directors and shall advise the
Board on the selection of auditors, shall
arrange the details of the audit and shall
annually review the work of the auditors and
report the results of such review to the
Board.
COMPENSATION 8. The Board of Directors shall appoint a
AND ORGANIZATION Compensation and Organization Committee
COMMITTEE consisting of at least three Directors, none
of whom shall be employees of the Corporation
or its subsidiaries. The Committee shall
review and approve major organization and
<PAGE>
compensation structure changes as recommended
by the Management. The Committee shall
appraise the performance and determine the
compensation of the officers of the
Corporation other than the Chairman, Vice
Chairman and President, and of other senior
executives whose base salary exceeds an amount
fixed by the Board of Directors and shall
report its actions annually to the Board of
Directors. The Committee shall also appraise
the performance and recommend to the Board of
Directors the compensation of the Chairman,
Vice Chairman and President. The Committee
shall administer all of the Corporation's
senior executive compensation plans including
the Management Incentive Compensation Plan,
the Long-Term Stock Incentive Plan and the
Senior Executive Stock Option Plan. The
Committee shall assure that there is a
succession plan in place.
COMMITTEE ON
BOARD AFFAIRS 9. The Board of Directors shall appoint a
Committee on Board Affairs consisting of at
least three directors, none of whom shall be
employees of the Corporation or its
subsidiaries. The Committee shall consider
and make recommendations to the Board of
Directors as to Board of Director membership
with respect to names generated by the
Committee itself or submitted by shareholders.
The Committee shall consider and make
recommendations to the Board of Directors with
respect to Board of Director committee
membership and chairman assignments. (These
will normally be acted upon by the Board of
Directors at its Annual Meeting held
immediately after the Annual Meeting of
Shareholders.). The Committee shall consider
and make recommendations to the Board of
Directors with respect to the number of
members of the Board of Directors. (The
Charter and Bylaws provide for not less than
nine nor more than eighteen as may be
determined by the Board). Annually, the
Committee shall consider and recommend to the
Board of Directors the persons whom the
Committee proposes that the Board of Directors
nominate for election as directors at the
Annual Meeting of Shareholders. The Committee
shall consider and make recommendations to the
Board of Directors with respect to
<PAGE>
remuneration of directors.
PUBLIC 10. The Board of Directors shall appoint a Public
POLICY Policy Committee consisting of at least three
Directors. The Committee shall provide
guidance to the Management on major issues in
areas of corporate social responsibility and
public affairs. Included among these areas
are diversity, workplace and product safety,
environmental issues, and community
citizenship, as guided by the Corporation's
basic principles of Value, Respect, Integrity,
and Quality.
The Committee shall review and approve policy
guidelines to be used by Management in making
charitable contributions and shall annually
review all charitable contributions made by
the Corporation during the previous twelve
months and recommend to the Board the level of
contributions to be set for the ensuing year.
TEMPORARY 11. In the absence of any one or more members
MEMBERS from a meeting of any of the committees
provided for in these Bylaws, the Chairman, or
the President, may in his discretion invite
any member or members of the Board (otherwise
qualified to serve) to attend such meeting.
Temporary members thus appointed to attend for
absentees shall act as regular members and
shall have the right to vote.
POWERS OF 12. The powers of all committees are at all
ALL COMMITTEES times subject to the control of the Directors,
and any member of any committee may be removed
at any time at the pleasure of the Board.
ARTICLE IV
OFFICERS
1. The Board of Directors shall have power to
elect from its own members or otherwise a
Chairman, one or more Presidents, Vice
Chairmen and Vice Presidents, a Secretary, a
Treasurer, one or more Assistant Treasurers
and Assistant Secretaries, and such other
officers, agents and employees as it may deem
expedient, and to define the duties and
authority of all officers, employees and
agents and to delegate to them such lawful
powers as may be deemed advisable.
<PAGE>
The officers shall respectively perform all
acts and duties required of such officers by
law, by the Charter and Bylaws of this
Corporation, or by the Board of Directors.
CHAIRMAN 2. A. Chairman of the Board
OF THE BOARD
If the Directors have elected a Chairman,
the Chairman shall preside at all meetings
of the Board except that in the Chairman's
absence the Directors present shall
designate a person to preside. The
Chairman shall have such additional duties
as the Board of Directors or the Executive
Committee may assign.
PRESIDENTS B. Presidents
Each President shall be elected by the
Directors and shall have such duties as the
Board of Directors or the Executive
Committee may assign.
CHIEF C. Chief Executive Officer
EXECUTIVE
OFFICER One of the officers shall be appointed
Chief Executive Officer of the Corporation
by the Board of Directors. Subject to the
Board of Directors and the Executive
Committee, the Chief Executive Officer
shall have general supervision and control
of the policies, business and affairs of
the Corporation.
VICE 3. Each Vice Chairman shall have such
CHAIRMEN powers and perform such duties as may be
conferred upon him or determined by the Chief
Executive Officer.
VICE 4. Each Vice President shall have such
PRESIDENTS powers and perform such duties as may be
conferred upon him or determined by the Chief
Executive Officer.
TREASURER 5. The Treasurer shall have the oversight and
control of the funds of the Corporation and
shall have the power and authority to make and
endorse notes, drafts and checks and other
obligations necessary for the transaction of
the business of the Corporation except as
herein otherwise provided.
<PAGE>
CONTROLLER 6. The Controller shall have the oversight and
control of the accounting records of the
Corporation and shall prepare such accounting
reports and recommendations as shall be
appropriate for the operation of the
Corporation.
SECRETARY 7. It shall be the duty of the Secretary to make
and keep records of the votes, doings and
proceedings of all meetings of the
Shareholders and Board of Directors of the
Corporation, and of its Committees.
ASSISTANT 8. The Assistant Treasurers shall have such
TREASURERS duties as the Treasurer shall determine.
ASSISTANT 9. The Assistant Secretaries shall have
SECRETARIES such duties as the Secretary shall determine.
POWERS OF 10. The powers of all officers are at all
ALL OFFICERS times subject to the control of the Directors,
and any officer may be removed at any time at
the pleasure of the Board.
ARTICLE V
INDEMNIFICATIONS
INDEMNIFICA- 1. To the extent properly permitted by law the
TION Board of Directors shall provide for the
indemnification and reimbursement of any
person made a party to any action, suit or
proceeding by reason of the fact that he, or a
person whose legal representative or successor
he is,
(a) is or was a Director, officer or
employee of such Corporation, or
(b) served at the Corporation's request as a
director, officer or employee of another
corporation,
for expenses, including attorney's fees, and
such amount of any judgment, money decree,
fine, penalty or settlement for which he may
have become liable as the Board of Directors
deems reasonable, actually incurred by him in
connection with the defense or reasonable
settlement of any such action, suit or
proceeding or any appeal therein, except in
relation to matters as to which he, or such
<PAGE>
person whose legal representatives or
successor he is, is finally adjudged in such
action, suit or proceeding to be liable for
negligence or misconduct in the performance of
his duties.
2. This provision of indemnification shall be in
addition to any other right or remedy which
such person may have. The Corporation shall
have the right to intervene in and defend all
such actions, suits or proceedings brought
against any such person.
ARTICLE VI
CORPORATE SEAL
CORPORATE The corporate seal shall be in the custody of the
SEAL Secretary and either the Secretary or any other
officer shall have the power to affix the same for
the Corporation.
ARTICLE VII
STOCK CERTIFICATES
STOCK 1. Certificates of stock shall be signed by the
CERTIFICATES Chairman, the President or a Vice President
and by the Secretary or the Treasurer (except
that where any such certificate is signed by a
transfer agent or transfer clerk and by the
registrar, the signatures of any such
Chairman, President, Vice President, Secretary
or Treasurer may be facsimiles, engraved or
printed) and shall be sealed with the seal of
the corporation (or shall bear a facsimile of
such seal).
2. No certificate for shares of stock in the
corporation shall be issued in place of any
certificate alleged to have been lost, stolen
or destroyed except upon production of such
evidence of such loss, theft or destruction as
the Board of Directors in its discretion may
require and upon delivery to the Corporation
of a bond of indemnity in form and, unless
such requirement is waived by Resolution of
the Board, with one or more sureties,
satisfactory to the Board in at least double
the value of the stock represented by said
Certificate.
<PAGE>
ARTICLE VIII
FISCAL YEAR
FISCAL The Corporation's fiscal year shall close on the
YEAR Saturday nearest December 31st of each year.
ARTICLE IX
INDEPENDENT AUDIT
INDEPENDENT The Board of Directors shall provide for a yearly
AUDIT independent audit, the form and scope of which
shall be determined by the Board from time to
time.
ARTICLE X
AMENDMENTS
AMENDMENTS The Board of Directors of the Corporation may
adopt, amend or repeal the Bylaws of the
Corporation, subject, however, to the power of the
shareholders to adopt, amend or repeal the same,
provided that any notice of a meeting of
shareholders or of the Board of Directors at which
Bylaws are to be adopted, amended or repealed,
shall include notice of such proposed action.
ARTICLE XI
ACQUISITIONS OF STOCK
(a) Except as set forth in subsection (b) hereof,
the Corporation shall not acquire any of its
voting equity securities (as defined below)
at a price per share above the market price
per share (as defined below) of such
securities on the date of such acquisition
from any person actually known by the
Corporation to be the beneficial owner (as
determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended,
or any successor rule or regulation) of more
than three percent of the Corporation's
voting equity securities who has been the
beneficial owner of the Corporation's voting
equity securities for less than two years
prior to the date of the Corporation's
acquisition thereof, unless such acquisition
(i) has been approved by a vote of a majority
<PAGE>
of the shares entitled to vote, excluding
shares owned by any beneficial owner any of
whose shares are proposed to be acquired
pursuant to the proposed acquisition that is
the subject of such vote or (ii) is pursuant
to an offer made on the same terms to all
holders of securities of such class. The
determination of the Board of Directors shall
be conclusive in determining the price paid
per share for acquired voting equity
securities if the Corporation acquires such
securities for consideration other than cash.
(b) This provision shall not restrict the
Corporation from: (i) acquiring shares in
the open market in transactions in which
there has been no prior arrangement with, or
solicitation of (other than a solicitation
publicly made to all holders), any selling
holder of voting equity securities or in
which all shareholders desiring to sell their
shares have an equal chance to sell their
shares; (ii) offering to acquire shares of
shareholders owning less than 100 shares of
any class of voting equity securities; (iii)
acquiring shares pursuant to the terms of a
stock option or similar plan that has been
approved by a vote of a majority of the
Corporation's common shares represented at a
meeting of shareholders and entitled to vote
thereon; (iv) acquiring shares from, or on
behalf of, any employee benefit plan
maintained by the Corporation or any
subsidiary or any trustee of, or fiduciary
with respect to, any such plan when acting in
such capacity; or (v) acquiring shares
pursuant to a statutory appraisal right or
otherwise as required by law.
(c) Market price per share on a particular day
means the highest sale price on that day or
during the period of five trading days
immediately preceding that day of a share of
such voting equity security on the Composite
Tape for New York Stock Exchange-Listed
Stocks, or if such voting equity security is
not quoted on the Composite Tape on the New
York Stock Exchange or listed on such
Exchange, on the principal United States
securities exchange registered under the
Securities Exchange Act of 1934 on which such
voting equity security is listed, or, if such
<PAGE>
voting equity security is not listed on any
such exchange, the highest sales price or, if
sales price is not reported, the highest
closing bid quotation with respect to a share
of such voting equity security on that day or
during the period of five trading days
immediately preceding that day on the
National Association of Securities Dealers,
Inc. Automated Quotations System or any
system then in use, or if no such quotations
are available, the fair market value on the
date in question of a share of such voting
equity security as determined by a majority
of the Board of Directors.
(d) Voting equity securities of the Corporation
means equity securities issued from time to
time by the Corporation which by their terms
are entitled to be voted generally in the
election of the directors of the Corporation.
(e) The Board of Directors shall have the power
to interpret the terms and provisions of, and
make any determinations with respect to, this
Article XI, which interpretations and
determinations shall be conclusive.
