SECURITIES AND EXCHANGE COMMISSION NO.33-
WASHINGTON, DC 20549
--------------------
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
NEW BRITAIN, CONNECTICUT 06053
(Address of Principal Executive Offices) (Zip Code)
THE STANLEY WORKS
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Stephen S. Weddle, Esquire
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
(Name and address of agent for service)
203-225-5111
(Telephone number, including area code of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered* Registered* Price Per Share** Aggregate Price** Filing Fee
<S> <C> <C> <C> <C>
Common Stock, $2.50
par value per share 100,000 $44.625 $4,462,500 $1538.79
<FN>
* This Registration Statement also pertains to Depository Stock Purchase Rights
of the Registrant which are attached to the Common Stock.
**Estimated for purposes of calculation of the registration fee pursuant to Rule
457(c) and based upon an average of the high and low prices that the Common
Stock of The Stanley Works was sold for on the New York Stock Exchange on
September 7, 1995.
</FN>
</TABLE>
This Registration Statement shall become effective in accordance with the
provisions of Rule 462 of the Securities Act of 1933, as amended.
The approximate date of commencement of proposed sale of these securities is as
soon as practicable after this Registration Statement becomes effective and
pursuant to the terms of The Stanley Works Stock Option Plan for Non-Employee
Directors.
<PAGE>
PART I.
Information Required in the Section 10(a) Prospectus
The information required by Items 1 and 2 is not required to be filed
as part of this Registration Statement.
PART II.
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Stanley Works (the "Company") with
the Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year
ended December 31, 1994;
(2) the Company's Quarterly Report on Form 10-Q
for the quarter ended April 1, 1995, the
Company's Quarterly Report on Form 10-Q for
the quarter ended July 1, 1995, the
Company's Current Reports on Form 8-K dated
January 31, 1995, April 19, 1995, May 31,
1995, June 15, 1995 and July 19, 1995; and
(3) the description of the Company's Common Stock, $2.50 par value
per share, contained in a registration statement filed under
Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the
Company 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 hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the statutes of the State of Connecticut,
a director, officer or employee of a corporation is entitled,
under specified circumstances, to indemnification by the
corporation against reasonable expenses, including attorney's
fees, incurred by him or her in connection with the defense of
a civil or criminal proceeding to which he or she has been
made, or threatened to be made, a party by reason of the fact
that he or she was a director, officer or employee. In certain
circumstances, indemnification is provided against judgments,
fines and amounts paid in settlement. In general,
indemnification is not available where the director, officer
or employee has been adjudged to have breached his or her duty
to the corporation or where he or she did not act in good
faith. Specific court approval is required in some cases. The
foregoing statement is subject to the detailed provisions of
Section 33-320a of the Connecticut General Statutes. In
addition, the Company maintains an insurance policy providing
coverage for certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit (3)(i) to Quarterly Report on Form 10-Q for quarter ended July 1, 1995).
4.2 By-laws (incorporated by reference to Exhibit (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).
4.3 Indenture defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998 (incorporated by reference to Exhibit (4)(a) to
Registration Statement No. 33- 4344 filed March 27, 1986).
4.4 First Supplemental Indenture, dated as of June 15, 1992 between the
Company and Shawmut Bank Connecticut, National Association (formerly known as
The Connecticut National Bank) (incorporated by reference to Exhibit (4)(c) to
Registration Statement No. 33-46212 filed July 21, 1992).
2
<PAGE>
(a) Certificate of Designated Officers establishing Terms of 9% Notes
(incorporated by reference to Exhibit (4)(i)(c) to Annual Report on Form 10-K
for year ended January 2, 1988).
(b) Certificate of Designated Officers establishing Terms of 7-3/8% Notes
Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to Current
Report on Form 8- K, dated December 7, 1992).
4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).
4.6 Rights Agreement Amendment, dated December 16, 1987 to the Rights
Agreement, dated February 26, 1986 (incorporated by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).
4.7 Rights Agreement Amendment No. 2 to the Rights Agreement, dated July
20, 1990 to the Rights Agreement, dated February 26, 1986 as amended December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).
4.8 Rights Agreement Amendment No. 3, dated October 24, 1991 to the Rights
Agreement, dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990 (incorporated by reference to Exhibit (4)(i) to Quarterly Report on
Form 10-Q for quarter ended September 28, 1991).
4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.
4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).
4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(vi) to Annual Report on Form
10-K for the year ended December 31, 1994).
5 Opinion of Tyler Cooper & Alcorn dated September 11, 1995 with respect to the
legality of the Common Stock (and associated Stock Purchase Rights) being
registered hereby is filed herewith.
23.1 Consent of Independent Auditors dated September 6, 1995 is filed herewith.
3
<PAGE>
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5 to
this Registration Statement).
24 Power of attorney authorizing the signing of the Registration Statement and
amendments thereto on behalf of the Registrant's officers and directors is filed
herewith.
99 The Stanley Works Stock Option Plan for Non-Employee Directors.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. (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, as amended;
(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) of the Securities Act 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;
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S- 8, and the
4
<PAGE>
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, as amended,
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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.
2. That, for purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (and, where applicable each filing of any employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended), 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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.
5
<PAGE>
SIGNATURES
The Registrant . 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 New Britain, State of Connecticut on
September 11, 1995.
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
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 11, 1995
Richard H.Ayers Chief Executive Officer
and Director
Richard Huck Vice President, September 11, 1995
Richard Huck Finance and
Chief Financial Officer
Theresa F. Yerkes Vice President and September 11, 1995
Theresa F. Yerkes Controller (Chief Accounting
Officer)
6
<PAGE>
NAME TITLE DATE
* Director September 11, 1995
Stillman B. Brown
* Director September 11, 1995
Edgar R. Fiedler
* Director September 11, 1995
Mannie L. Jackson
* Director September 11, 1995
James G. Kaiser
* Director September 11, 1995
Eileen S. Kraus
* Director September 11, 1995
George A. Lorch
* Director September 11, 1995
Walter J. McNerney
* Director September 11, 1995
Gertrude G. Michelson
* Director September 11, 1995
John S. Scott
* Director September 11, 1995
Hugo E. Uyterhoeven
* Director September 11, 1995
Walter W. Williams
* By: Stephen S. Weddle September 11, 1995
Stephen S. Weddle (As Attorney- in-Fact)
7
<PAGE>
EXHIBIT INDEX
Exhibit No. Page
4.1 Restated Certificate of Incorporation (incorporated by reference to
Exhibit (3)(i) to Quarterly Report on Form 10-Q for quarter ended July 1, 1995).
4.2 By-laws (incorporated by reference to Exhibit (3)(ii) to the Annual
Report on Form 10-K for the year ended December 31, 1994).
4.3 Indenture defining the rights of holders of 7-3/8% Notes Due December
15, 2002 and 9% Notes due 1998 (incorporated by reference to Exhibit (4)(a) to
Registration Statement No. 33-4344 filed March 27, 1986).
4.4 First Supplemental Indenture, dated as of June 15, 1992 between the
Company and Shawmut Bank Connecticut, National Association (formerly known as
The Connecticut National Bank) (incorporated by reference to Exhibit (4)(c) to
Registration Statement No. 33-46212 filed July 21, 1992).
(a) Certificate of Designated Officers establishing Terms of 9% Notes
(incorporated by reference to Exhibit (4)(i)(c) to Annual Report on Form 10-K
for year ended January 2, 1988).
<PAGE>
(b) Certificate of Designated Officers establishing Terms of 7-3/8% Notes
Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to Current
Report on Form 8- K, dated December 7, 1992).
4.5 Rights Agreement, dated February 26, 1986 (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on Form 8-A dated March 18,
1986).
4.6 Rights Agreement Amendment, dated December 16, 1987 to the Rights
Agreement, dated February 26, 1986 (incorporated by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A, dated December 31, 1987).
4.7 Rights Agreement Amendment No. 2 to the Rights Agreement, dated July
20, 1990 to the Rights Agreement, dated February 26, 1986 as amended December
16, 1987 (incorporated by reference to Exhibit (a)(4)(i) to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 1990).
4.8 Rights Agreement Amendment No. 3, dated October 24, 1991 to the Rights
Agreement, dated as of February 26, 1986, as amended December 16, 1987 and July
20, 1990 (incorporated by reference to Exhibit (4)(i) to Quarterly Report on
Form 10-Q for quarter ended September 28, 1991).
4.9 Agreement Concerning Appointment of Successor Rights Agent, dated as of
August 21, 1995.
4.10 Facility A Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(v) to Annual Report on Form 10-K
for the year ended December 31, 1994).
<PAGE>
4.11 Facility B Credit Agreements, dated as of November 15, 1994, with nine
banks (incorporated by reference to Exhibit (4)(vi) to Annual Report on Form
10-K for the year ended December 31, 1994).
5 Opinion of Tyler Cooper & Alcorn dated September 11, 1995 with respect to
the legality of the Common Stock (and associated Stock Purchase Rights) being
registered hereby is filed herewith.
23.1 Consent of Independent Auditors dated September 6, 1995 is filed
herewith.
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5 to this Registration Statement).
24 Power of attorney authorizing the signing of the Registration Statement
and amendments thereto on behalf of the Registrant's officers and directors is
filed herewith.
99 The Stanley Works Stock Option Plan for Non-Employee Directors.
<PAGE>
Exhibit 4.9
AGREEMENT CONCERNING APPOINTMENT OF SUCCESSOR RIGHTS AGENT
AGREEMENT, dated as of August 21, 1995, by and between The Stanley Works, a
Connecticut corporation (the "Company"), and State Street Bank and Trust Company
("State Street") concerning the appointment of State Street as Successor Rights
Agent to Mellon Bank, N.A. ("Mellon") now serving as Rights Agent and Depository
(the "Rights Agent") under the Rights Agreement between the Company and Mellon
dated as of February 26, 1986, as amended (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, Mellon's appointment as Rights Agent under the Rights Agreement
will terminate August 20, 1995; and
WHEREAS, Section 34 of the Rights Agreement provides for the appointment of
a successor rights agent by the Company;
WHEREAS, the Company wishes to appoint State Street as successor rights
agent under the Rights Agreement effective as of August 21, 1995 (the
"Appointment Time") and State Street wishes to accept such appointment;
WHEREAS, State Street meets the qualification for a successor rights agent
set forth in Section 34 of the Rights Agreement; and has, as of the Appointment
Time, a combined capital and surplus of at least $50,000,000; and
WHEREAS, the execution and delivery of this Agreement by the Company and
State Street have been in all respects duly authorized by the Company and State
Street;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1 The Company hereby appoints State Street as sole and successor
Rights Agent, and State Street hereby accepts such appointment, effective as of
the Appointment Time.
Section 2 Effective as of the Appointment Time, all references in the
Rights Agreement (and in any Exhibit or Amendment thereto) to "Mellon Bank,
N.A." shall be deemed to be references to "State Street Bank and Trust Company".
Section 3 Effective as of the Appointment Time, the place of notice in
Section 7 of the Rights Agreement shall be deemed to be to:
State Street Bank and Trust Company
Corporate Stock Transfer Services
The BFDS Building
2 Heritage Drive
North Quincy, MA 02171
Section 4 The legend on certificates evidencing shares of the Company
common stock shall be amended, effective as of the Appointment Time, to read in
its entirety as follows:
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement dated as of February 26, 1986, as amended,
between The Stanley Works and State Street Bank and Trust Company (the "Rights
Agreement" ), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of The Stanley
Works. Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Stanley Works will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of mailing,
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an Acquiring Person or any Affiliate
or Associates thereof (as such terms are defined in the Rights Agreement)
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.
Section 5 The parties hereto agree that, effective as of the Appointment
Time, State Street shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as a Rights Agent without
further act or deed.
Section 6 Except as may be expressly set forth herein, the Rights Agreement
shall remain in full force and effect.
Section 7 This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute but one agreement.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of
the parties hereto as of the day and year first above written.
ATTEST: THE STANLEY WORKS
By: Brenda J. Bemben By: Richard Huck
Name: Brenda J. Bemben Name: Richard Huck
Title: Assistant Secretary Title: Vice President, Finance
ATTEST: STATE STREET BANK & TRUST COMPANY
By: Joseph F. Idzal By: Vincent J. Quealy, Jr.
Name: Joseph F. Idzal Name: Vincent J. Quealy, Jr.
Title: Vice President Title: Vice President
Exhibit 5
September 11, 1995
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Re: The Stanley Works Stock Option Plan for Non-Employee Directors
Ladies and Gentlemen:
This firm has acted as special counsel for The Stanley Works, a Connecticut
corporation ("Stanley"), and in that capacity, we have examined from time to
time such documents, corporate records and other instruments as we deemed
necessary or appropriate to allow us to render the opinion which follows. More
particularly, we are familiar with (i) the Registration Statement on Form S-8,
which Stanley is filing to register 100,000 shares of its Common Stock, $2.50
par value per share, offered under The Stanley Works Stock Option Plan for
Non-Employee Directors (the "Plan") under the Securities Act of 1933, as
amended, and (ii) the Rights Agreement Amendment dated February 26, 1986, as
amended by the Rights Agreement Amendment dated December 16, 1987, Rights
Agreement Amendment No. 2 to the Rights Agreement dated July 20, 1990, Rights
Agreement Amendment No. 3, dated October 24, 1991 and Agreement concerning
Appointment of Successor Rights Agent, dated as of August 21, 1995 which
provides for the issuance of one depositary stock purchase right (a "Stock
Purchase Right") attached to each share of Stanley's Common Stock.
On the basis of our examination, we are of the opinion that, when issued and
sold in accordance with the terms of the Plan, the shares of original issuance
Common Stock to which such Registration Statement relates will be legally
issued, fully paid and nonassessable and that the associated Stock Purchase
Rights will then be legally issued.
The Stanley Works
September 11, 1995
Page 2.
This opinion may be relied upon by Stanley in connection with the
above-referenced transactions but may not be relied upon in any manner by any
other person or entity without our prior written consent.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
TYLER COOPER & ALCORN
By Veronica M. Fallon
Veronica M. Fallon, a Partner
/rmc
<PAGE>
Exhibit 23.1
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Stanley Works Stock Option Plan for Non-Employee
Directors of our report dated January 31, 1995, with respect to the consolidated
financial statements of The Stanley Works incorporated by reference in the
Annual Report (Form 10-K) of The Stanley Works for the fiscal year ended
December 31, 1994, and our report dated March 24, 1995, with respect to the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Hartford, Connecticut
September 6, 1995
<PAGE>
Exhibit 24
<PAGE>
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
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
Richard H. Ayers Chairman, August 30, 1995
Richard H. Ayers Chief Executive Officer
and Director
Richard Huck Vice President, August 29, 1995
Richard Huck Finance and Chief
Financial Officer
President August 31, 1995
R. Alan Hunter and Chief Operating
Officer
<PAGE>
SIGNATURE TITLE DATE
Theresa F. Yerkes Vice President and August 29, 1995
Theresa F. Yerkes Controller (Chief
Accounting Officer)
Stillman B. Brown Director August 30, 1995
Stillman B. Brown
Edgar R. Fiedler Director August 30, 1995
Edgar R. Fiedler
Mannie L.Jackson Director August 30, 1995
Mannie L. Jackson
James G. Kaiser Director August 30, 1995
James G. Kaiser
Eileen S. Kraus Director August 30, 1995
Eileen S. Kraus
George A. Lorch Director August 29, 1995
George A. Lorch
Walter J. McNerney Director August 30, 1995
Walter J. McNerney
Gertrude G. Michelson Director August 29, 1995
Gertrude G. Michelson
John S. Scott Director August 30, 1995
John S. Scott
Hugo E. Uyterhoeven Director August 30, 1995
Hugo E. Uyterhoeven
Walter W. Williams Director August 29, 1995
Walter W. Williams
<PAGE>
Exhibit 99
<PAGE>
THE STANLEY WORKS
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE.
The purpose of The Stanley Works Stock Option Plan for Non-Employee Directors
(the "Plan") is to promote the interests of The Stanley Works (the "Company")
and its shareholders by encouraging Non-Employee Directors of the Company to
have a direct and personal stake in the performance of the Company's Common
Stock.
2. DEFINITIONS.
Unless the context clearly indicates otherwise, the following terms have the
meanings set forth below. Whenever applicable, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
"Biennial Option" or "Biennial Option Grant" means an Option granted to a
Non-Employee Director in accordance with Section 7(a)(i) of the Plan.
"Board of Directors" or "Board" means the Board of Directors of the
Company.
"Business Day" shall mean any day except Saturday, Sunday or a legal
holiday in the State of Connecticut.
"Code" means the Internal Revenue Code of 1986, as amended, now in effect
or as amended from time to time and any successor provisions thereto.
"Common Stock" means the common stock, par value $2.50 per share, of the
Company.
"Fair Market Value" of a share of Common Stock on any particular date means
the mean average of the high and the low price of a share of the Common Stock as
quoted on the New York Stock Exchange Composite Tape on the date as of which
fair market value is to be determined or, if there is no trading of Common Stock
on such date, such mean average of the high and the low price on the next
preceding date on which there was such trading.
"Grant Date", as used with respect to a particular Option, means the date
on which such Option is granted pursuant to Section 7(a) of the Plan.
"Grantee" means the Non-Employee Director to whom an Option is granted
pursuant to the Plan.
<PAGE>
"Initial Option" or "Initial Option Grant" means the Option granted to a
Non-Employee Director who is first elected or appointed to the Board after
September 30, 1994 in accordance with Section 7(a)(ii) of the Plan.
"Option" means an Initial Option or Biennial Option granted pursuant to the Plan
to purchase shares of Common Stock which shall be a non-qualified stock option
not intended to qualify as an incentive stock option under Section 422 of the
Code.
"Non-Employee Director" shall mean a member of the Board of Directors who is not
an employee of the Company or any Subsidiary.
"Plan" means The Stanley Works Stock Option Plan for Non-Employee Directors as
set forth herein and as amended from time to time.
"Retirement", as applied to a Non-Employee Director, shall mean when such
director ceases to serve as a member of the Board following attaining sixty (60)
years of age and having served as a member of the Board for a period of at least
sixty months.
"Subsidiary" shall mean a "subsidiary corporation" of the Company as defined in
Section 424(f) of the Code.
"1934 Act" means the Securities Exchange Act of 1934, as amended, now in effect
or as amended from time to time and any successor provisions thereto.
3. ADMINISTRATION.
The Plan shall be administered by the Board, which shall have full power and
authority, subject to the provisions of the Plan, to supervise administration of
the Plan and interpret the provisions of the Plan and any Options granted
hereunder. Any decision by the Board shall be final and binding on all parties.
No member of the Board shall be liable for any determination, decision or action
made in good faith with respect to the Plan or any Option under the Plan. The
Board's administrative functions shall be ministerial in nature in view of the
Plan's explicit provisions, including those related to eligibility for, and
timing, price and amount of, Option grants.
4. ELIGIBILITY.
The persons eligible to receive Options under the Plan are the Non-Employee
Directors.
5. EFFECTIVE DATE AND TERM OF THE PLAN.
The Plan shall become effective upon its adoption by the Board of Directors,
provided, that no Option granted pursuant to the Plan will vest or shall be
exercised prior to the approval of the Plan by the Company's shareholders within
twelve (12) months of its adoption by the
<PAGE>
Board. Unless previously terminated by the Board, the term during which awards
may be granted under the Plan shall expire on the tenth anniversary of the
adoption of the Plan by the Board of Directors.
6. SHARES SUBJECT TO THE PLAN.
The shares of Common Stock that may be delivered upon the exercise of Options
under the Plan shall be shares of the Company's authorized Common Stock and may
be unissued shares or reacquired shares, as the Board of Directors may from time
to time determine. Subject to adjustment as provided in Section 13 hereof, the
aggregate number of shares to be delivered under the Plan shall not exceed
100,000 shares. If any shares are subject to an Option which for any reason
expires or terminates during the term of the Plan prior to the issuance of such
shares, the shares subject to but not delivered under such Option shall be
available for issuance under the Plan. If, on any Grant Date, the aggregate
number of shares of Common Stock subject to Option grants on that date exceeds
the remaining number of shares reserved for issuance under the Plan, the number
of Option shares awarded to each Non-Employee Director to whom an Option shall
be granted on such date shall be reduced pro rata so that the aggregate number
of Option shares awarded to such Non-Employee Directors equals the number of
reserved shares of Common Stock remaining under the Plan.
7. OPTIONS.
(a) GRANT OF OPTIONS.
(i) BIENNIAL OPTION GRANTS. On September 30, 1994 and on every alternate August
1st thereafter during the term of the Plan commencing August 1, 1996 (August
1,1996, 1998, 2000, 2002 and 2004 or, if such August 1st is not a Business Day,
the first preceding Business Day), each Non-Employee Director on that date shall
automatically be granted an Option, upon the terms and conditions specified in
the Plan, to purchase 500 shares of Common Stock.
(ii) INITIAL OPTION GRANTS TO NEWLY-ELECTED NON-EMPLOYEE DIRECTORS. Any person
who is elected as a Non-Employee Director for the first time after September 30,
1994 shall automatically be granted an Initial Option, upon the terms and
conditions specified in the Plan, immediately following the first Annual Meeting
of the Company's Shareholders at which such person is first elected a
Non-Employee Director by the Shareholders, provided that if a Non-Employee
Director who previously received an Initial Option Grant terminates service as a
Non-Employee Director and is subsequently elected to the Board, such
Non-Employee Director shall not receive a second Initial Option Grant and shall
only receive subsequent Biennial Option Grants in accordance with Section
7(a)(i) hereof. The number of shares of Common Stock subject to such Initial
Option shall equal the number of shares of Common Stock such Non-Employee
Director would have received under Biennial Option Grants under the Plan if such
Non-Employee Director had been a Non-Employee Director at all times between
September 1, 1994 and the date of such person's election as a Non-Employee
Director. For example, if a Non-Employee Director is elected to the Board on
December 15, 1997, and is first elected as a Non-Employee Director by the
shareholders at the Company's Annual Meeting of Shareholders in 1998 such
Non-Employee Director
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shall receive an Initial Option to purchase 1,000 shares of Common Stock (two
Biennial Option Grants for 500 shares each that such Non-Employee Director would
have received on September 30, 1994 and August 1, 1996) immediately following
the Company's Annual Meeting of Shareholders in 1998.
(b) TERMS OF OPTIONS. Each Option granted under the Plan shall have
the following terms and conditions:
(i) PRICE. The exercise price per share of each Option shall equal the greater
of one hundred percent (100%) of the Fair Market Value of a share of Common
Stock on the Grant Date or the par value per share of the Common Stock on the
date of exercise of such Option.
(ii) TERM. The term of each Option shall be for a period of ten (10) years from
the Grant Date unless terminated earlier in accordance with Section 12 of the
Plan.
(iii) TIME OF VESTING AND EXERCISE. An Option shall vest and become
nonforfeitable when, and only if, the Grantee continues to serve as a
Non-Employee Director for a period of six (6) months following the Grant Date of
such Option. Unless the time of its exercisability is accelerated in accordance
with the Plan, each Option that has vested shall be exercisable in full on or
after the first anniversary of its Grant Date.
(iv) ACCELERATION OF EXERCISABILITY. Notwithstanding the provisions of
subparagraph (iii) hereof, an Option that has vested shall become fully
exercisable upon the occurrence of the Grantee's death or withdrawal from the
Board of Directors by reason of such Non-Employee Director's Retirement.
(v) OPTION AGREEMENT. Each Option shall be evidenced by an Option
Agreement substantially in the form attached to this Plan as Appendix A.
8. EXERCISE OF OPTIONS.
(a) Each Option granted shall be exercisable in whole or in part at any time, or
from time to time, during the Option term as specified in the Plan, provided
that the election to exercise an Option shall be made in accordance with
applicable Federal laws and regulations. Each Option may be exercised by
delivery of a written notice to the Company stating the number of shares to be
exercised and accompanied by the payment of the Option exercise price therefor
in accordance with this Section. The Grantee shall furnish the Company, prior to
the delivery of any shares upon the exercise of an Option, with such other
documents and representations as the Company may require, to assure compliance
with applicable laws and regulations.
(b) No Option may at any time be exercised with respect to a fractional share.
In the event that shares are issued pursuant to the exercise of an Option, no
fractional shares shall be issued and cash equal to the Fair Market Value of
such fractional share on the date of the delivery of the exercise notice shall
be given in lieu of such fractional shares.
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(c) No shares shall be delivered pursuant to the exercise of any Option, in
whole or in part, until qualified for delivery under such securities laws and
regulations as the Committee may deem to be applicable thereto and until payment
in full of the Option price is received by the Company in cash, by check or in
shares of Common Stock as provided in Section 9 hereof. Neither the holder of an
Option nor such holder's legal representative, legatee, or distributee shall be
or be deemed to be a holder of any shares subject to such Option unless and
until a certificate or certificates therefor is issued in his or her name or a
person designated by him or her.
9. STOCK AS FORM OF EXERCISE PAYMENT.
A Grantee who owns shares of Common Stock may elect to use the previously
acquired shares, valued at the Fair Market Value on the last Business Day
preceding the date of delivery of such shares, to pay all or part of the
exercise price of an Option, provided, however, that such form of payment shall
not be permitted unless at least one hundred shares of such previously acquired
shares are required and delivered for such purpose and the shares delivered have
been held by the Grantee for at least six months.
10. WITHHOLDING TAXES FOR AWARDS.
Each Grantee exercising an Option as a condition to such exercise shall pay to
the Company the amount, if any, required to be withheld from distributions
resulting from such exercise under applicable Federal and State income tax laws
("Withholding Taxes"). Such Withholding Taxes shall be payable as of the date
income from the award is includable in the Grantee's gross income for Federal
income tax purposes (the "Tax Date"). The Grantee may satisfy this requirement
by remitting to the Company in cash or by check the amount of such Withholding
Taxes or a number of previously owned shares of Common Stock having an aggregate
Fair Market Value as of the last Business Day preceding the Tax Date equal to
the amount of such Withholding Taxes.
11. TRANSFER OF AWARDS.
Options granted under the Plan may not be transferred except by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order,
as defined in the Code, and, during the Grantee's lifetime, may be exercised
only by said Grantee or by said Grantee's guardian or legal representative.
12. TERMINATION OF DIRECTOR STATUS.
Upon the termination of a Grantee's service as a member of the Board of
Directors for any reason other than death or Retirement, the Grantee may
exercise an Option that has vested to the full extent of the number of the
shares of Common Stock remaining under such Option, regardless of whether such
Option was previously exercisable, until the earlier of the expiration of its
original term or one year after the date of such termination. Upon the
termination of Board membership of any such Grantee due to Retirement, the
Grantee may purchase some or all of the shares covered by the Grantee's Options
that have vested prior to such termination, regardless of whether such Option
was previously exercisable, until the expiration of such Option's original term.
Upon the death of any
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such Grantee while serving on the Board or of any retired Grantee, the person or
persons to whom the rights under the Option are transferred by will or the laws
of descent and distribution may exercise some or all of the Grantee's Options
that have vested prior to such termination of Board membership, regardless of
whether such Option was previously exercisable, until the expiration of such
Option's original term.
13. CHANGES IN COMMON STOCK.
In the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, or other changes in corporate structure or capitalization
affecting the Common Stock, such appropriate adjustment shall be made in the
number, kind, option price, etc., of shares subject to Options granted under the
Plan, including appropriate adjustment in the maximum number of shares referred
to in Section 6 of the Plan, as may be determined by the Board.
14. LEGAL RESTRICTIONS.
The Company will not be obligated to issue shares of Common Stock or make any
payment if counsel to the Company determines that such issuance or payment would
violate any law or regulation of any governmental authority or any agreement
between the Company and any national securities exchange on which the Common
Stock is listed. In connection with any stock issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give assurances
satisfactory to counsel to the Company regarding such matters as the Company may
deem desirable to assure compliance with all legal requirements. The Company
shall in no event be obliged to take any action in order to cause the exercise
of any award under the Plan.
15. NO RIGHTS AS SHAREHOLDERS.
No Grantee, and no beneficiary or other person claiming through a Grantee, shall
have any interest in any shares of Common Stock allocated for the purposes of
the Plan or subject to any award until such shares of Common Stock shall have
been transferred to the Grantee or such person. Furthermore, the existence of
awards under the Plan shall not affect: the right or power of the Company or its
shareholders to make adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure; the dissolution or liquidation of
the Company, or the sale or transfer of any part of its assets or business; or
any other corporate act, whether of a similar character or otherwise.
16. BOARD MEMBERSHIP.
Nothing in the Plan or in any Option shall confer upon any Grantee any right to
continue as a director of the Company or interfere in any way with the right of
the Company's shareholders to remove a director at any time.
17. CHOICE OF LAW.
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The validity, interpretation and administration of the Plan and of any rules,
regulations, determinations or decisions made thereunder, and the rights of any
and all persons having or claiming to have any interest therein or thereunder,
shall be determined exclusively in accordance with the laws of the State of
Connecticut.
18. AMENDMENT AND DISCONTINUANCE.
Subject to the limitation that the provisions of the Plan shall not be amended
more than once every six months other than to comport with changes in the Code
or regulations thereunder, the Board of Directors may alter, suspend, or
discontinue the Plan, but may not, without the approval of a majority of the
holders of the Common Stock, make any alteration or amendment thereof which
operates (a) to increase the total number of shares which may be granted under
the Plan, (b) to extend the term of the Plan or the option periods provided in
the Plan, (c) to decrease the option price provided in the Plan, or otherwise
materially increase the benefits accruing to Grantees through awards under the
Plan, or (d) to modify the eligibility requirements for participation in the
Plan.
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