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
1990 STOCK OPTION PLAN
(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 3,500,000 $44.625 $156,187,500 $53,857.76
<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.
***Pursuant to General Instruction E of Form S-8, the Filing Fee is paid only
with respect to the additional 3,500,000 shares being registered hereby.
</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 1990 Stock Option Plan.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT BY REFERENCE
This Registration Statement relates to a Registration Statement on Form
S-8, File No. 33-39553, covering 2,675,000 shares of the Company's Common Stock
to be issued under The Stanley Works 1990 Stock Option Plan. Pursuant to General
Instruction E of Form S-8, this Registration Statement is being filed to
register an additional 3,500,000 shares of Common Stock to be sold pursuant to
The Stanley Works 1990 Stock Option Plan. The contents of the prior Registration
Statement on Form S-8, File No. 33-39553, are incorporated herein by reference.
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.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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).
2.
<PAGE>
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).
(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
3.
<PAGE>
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 1990 Stock Option Plan, as amended.
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
4.
<PAGE>
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 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 incorporatd 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
jurisdicton 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).
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).
<PAGE>
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 1990 Stock Option Plan, as amended.
<PAGE>
Exhibit 4.9
<PAGE>
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:
<PAGE>
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
<PAGE>
Exhibit 5
<PAGE>
September 11, 1995
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Re: The Stanley Works 1990 Stock Option Plan
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 an additional 3,500,000 shares of its Common
Stock, $2.50 par value per share offered under The Stanley Works 1990 Stock
Option Plan (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.
<PAGE>
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 1990 Stock Option Plan 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 August 29, 1995
Theresa F. Yerkes and 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
1990 STOCK OPTION PLAN
ARTICLE I.
PURPOSE AND SCOPE OF THE PLAN
1.01 PURPOSE. The purpose of The Stanley Works 1990 Stock Option Plan (the
"Plan") is to promote the long-term success of The Stanley Works and its
subsidiaries by providing financial incentives to key employees who are in a
position to make significant contributions toward such success. The Plan is
designed to attract and retain key employees and to encourage them to acquire a
proprietary interest in the Company and thereby to increase their personal
interest in the long-term success of the Company.
1.02 DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms have the meanings set forth below:
"Board of Directors" or "Board" means the Board of Directors of the
Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation and Organization Committee of the Board, no
member of which shall be an Employee.
"Common Stock" means the common stock of the Company, par value $2.50
per share.
"Company" means The Stanley Works, a Connecticut corporation.
"Disability", as applied to a Grantee, means permanent and total disability as
defined in Section 22(e)(3) of the Code.
"Employee" means any full-time employee of the Company or any of its
subsidiaries, as defined in Section 424(f) of the Code.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" 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 by the Committee pursuant to the Plan.
<PAGE>
"Grantee" means an individual to whom an Option has been granted by the
Committee pursuant to the Plan.
"Immediate family members" of a Grantee means the Grantee's children,
grandchildren and spouse.
"Key Employee" means any Employee who, in the judgment of the Committee, is in a
position to contribute significantly to the growth and prosperity of the
Company.
"Option" means an option, granted by the Committee pursuant to Article II, to
purchase shares of Common Stock.
"Incentive Stock Option" means an Option that qualifies as an Incentive Stock
Option as described in Section 422 of the Code.
"Non-Qualified Stock Option" means any Option other than an Incentive
Stock Option.
"Option Period" means the period beginning on the Grant Date and ending the day
prior to the tenth anniversary of the Grant Date.
"Plan" means The Stanley Works 1990 Stock Option Plan as amended from time to
time.
"Retirement", as applied to an Employee, shall have the meaning provided under
the qualified pension plan applicable to such Employee.
1.03 AGGREGATE LIMITATION.
(a) The aggregate number of shares of Common Stock with respect to which Options
may be granted shall not exceed 6,175,000 shares, subject to adjustment in
accordance with Section 3.04. No participant may receive, under the Plan, for
any Calendar Year Options the aggregate of which shall exceed 50,000 shares,
which is .8% of the shares authorized for issuance hereunder.
(b) Any shares of Common Stock to be delivered by the Company upon the exercise
of Options shall be issued from the Company's authorized but unissued shares of
Common Stock or from shares of Common Stock held in the treasury, at the
discretion of the Board.
(c) In the event that any Option expires, lapses or otherwise terminates prior
to being fully exercised, any share of Common Stock allocable to the unexercised
portion of such Option may again be made subject to an Option.
1.04 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, which shall determine Key Employees of the Company to whom, and the
times at which, Options shall be granted and the number of shares of Common
Stock to be subject to each such Option and the terms of such awards, and the
waiver or acceleration thereof, taking into account the nature of the services
<PAGE>
rendered by the Employee, the Employee's potential contribution to the long-term
success of the Company and such other factors as the Committee in its discretion
shall deem relevant. The Committee shall have the power to interpret the Plan
and establish rules and regulations relating to it, to prescribe the terms and
provisions of agreements for the grant of Options, to accelerate the
exercisability or vesting of all or any portion of any Option or to extend the
period during which an Option is exercisable and to make all other
determinations necessary or advisable in order to administer the Plan.
1.05 EFFECTIVE DATE AND DURATION OF PLAN. The Plan became effective upon its
adoption by the Board and was approved by the shareholders of the Company on
April 17, 1991. Unless previously terminated by the Board, the Plan shall
terminate, as to any shares as to which Options have not theretofore been
granted, on the tenth anniversary of its adoption by the Board. The amendments
to the Plan contained in Sections 1.02, 1.03, 1.04, 2.02(f), 2.02(g) and 2.02(h)
are effective upon adoption by the Board only to grants of Options occurring on
or after October 26, 1994, provided that such amendments to the Plan and any
grant of Options after that date are subject to the approval of such amendments
to the Plan by the Shareholders of the Company.
ARTICLE II.
STOCK OPTIONS
2.01 GRANT OF OPTIONS. Key Employees shall be eligible to receive Options
under the Plan. Directors who are not Employees shall not be eligible to receive
Options.
Each Option shall be exercisable from time to time during such periods and in
such manner and number of shares as determined by the Committee and set forth in
the Agreement evidencing such Option, provided that no Option granted under the
Plan to a person subject to the requirements of Section 16 of the Exchange Act
shall be exercisable in whole or in part prior to the expiration of six (6)
months from its Grant Date. The date of exercise shall be the date on which
payment is received by the Company. The term of each Option shall be determined
by the Committee, but in no event shall the term of an Option exceed ten (10)
years.
2.02 OPTION REQUIREMENTS.
(a) Each Option shall be designated as an Incentive Stock Option or a
Non-Qualified Stock Option and shall be evidenced by a written instrument
specifying the number of shares of Common Stock that may be purchased by its
exercise and containing such terms and conditions consistent with the Plan as
the Committee may determine.
(b) An Option shall not be granted on or after the tenth anniversary of the date
upon which the Plan is adopted by the Board or, if earlier, the tenth
anniversary of the date upon which the Plan is approved by the shareholders of
the Company.
(c) An Option shall not be exercisable after the expiration of the Option
Period.
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(d) The Committee may provide, in the instrument evidencing an Option, for the
lapse of the Option, prior to the expiration of the Option Period, upon the
occurrence of any event specified by the Committee.
(e) The option price per share of Common Stock shall not be less than the Fair
Market Value of a share of Common Stock on the Grant Date.
(f) An Option shall not be transferable other than 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, shall be exercisable
only by the Grantee, except that the Committee may :
(i) permit exercise, during the Grantee's lifetime, by the Grantee's guardian or
legal representative; and (ii) permit transfer, upon the Grantee's death, to
beneficiaries designated by the Grantee in a manner authorized by the Committee,
provided that the Committee determines that such exercise and such transfer are
consonant with requirements for exemption from Section 16(b) of the Exchange Act
and, with respect to an Incentive Stock Option, the requirements of Section
422(b)(5) of the Code; and (iii) grant Non-Qualified Stock Options that are
transferable, or amend outstanding Non-Qualified Stock Options to make them so
transferable, without payment of consideration, to immediate family members of
the Grantee or to trusts or partnerships for such family members, which in the
case of Grantees who are subject to Section 16 of the Exchange Act shall be
transferable in accordance with such transferability restrictions, if any, as
may be imposed by Rule 16b-3 under the Exchange Act, as hereafter amended, if
Rule 16b-3 under the Exchange Act is amended to permit restricted or
unrestricted transfers of derivative securities granted under plans intended to
qualify for the exemption provided by such rule, provided that any such
transferred Non-qualified Stock Option shall continue to be subject to the same
terms and conditions that were applicable to such Option prior to its transfer
(except that such transferred Option shall not be further transferrable by the
transferee inter vivos).
(g) Upon the termination of a Grantee's employment by the Company or any of its
subsidiaries for any reason other than death, the Grantee may exercise an Option
until the earlier of the expiration of its original term or:
(i) If such termination is due to Retirement, three (3) months after such
termination in the case of the exercise of an Incentive Stock Option, and such
period of time as determined by the Committee and set forth in the Agreement
evidencing such Option in the case of the exercise of a Non-Qualified Stock
Option;
(ii) If such termination is due to Disability, one (1) year after such
termination in the case of the exercise of an Incentive Stock Option and such
period of time as determined by the Committee and set forth in the Agreement
evidencing such Option in the case of the exercise of a Non-Qualified Stock
Option;
(iii) If such termination is for any other reason, two (2) months after
such termination; and
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(iv) An Incentive Stock Option not exercised within three months (twelve months
in the case of Disability or death) after the date of termination due to
Disability, Retirement or death may be exercised within such period of time as
determined by the Committee and set forth in the Agreement evidencing such
Option (as the permitted period of exercise in such circumstances of a
Non-qualified Stock Option) after the date of such termination but no longer
will be eligible for the treatment afforded Incentive Stock Options under
Section 422 of the Code.
Leaves of absence for such periods and purposes conforming to the personnel
policy of the Company as may be approved by the Committee shall not be deemed
terminations or interruptions of employment.
(h) If a Grantee should die while employed by the Company or any subsidiary of
the Company or after Disability or Retirement, any Option previously granted to
the Grantee under this Plan may be exercised by the person designated in such
Grantee's last will and testament or, in the absence of such designation, by the
Grantee's estate, to the full extent that such Option could have been exercised
by such Grantee immediately prior to the Grantee's death, but not later than the
anniversary of the Grantee's death in the case of the exercise of an Incentive
Stock Option and such period of time as determined by the Committee and set
forth in the Agreement evidencing such Option in the case of the exercise of a
Non-qualified Stock Option.
(i) A person electing to exercise an Option shall give written notice, in such
form as the Committee may require, of such election to the Company and shall
tender to the Company the full purchase price of the shares of Common Stock for
which the election is made. Payment of the purchase price shall be made in cash
or in such other form as the Committee may approve, including shares of Common
Stock valued as provided in Section 3.02 hereof or a combination of cash and/or
such other form of property.
2.03 INCENTIVE STOCK OPTION REQUIREMENTS.
(a) An Option designated by the Committee as an "Incentive Stock Option" is
intended to qualify as an "incentive stock option" within the meaning of
Subsection (b) of Section 422 of the Code and shall satisfy, in addition to the
conditions of Section 2.02, the conditions set forth in this Section 2.03.
(b) An Incentive Stock Option shall not be granted to an individual who, on the
date of grant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its parent or
any subsidiary corporation.
(c) The aggregate Fair Market Value, determined on the Grant Date, of the shares
of Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by a Grantee during any calendar year (under all such plans
of the Grantee's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.
ARTICLE III.
GENERAL PROVISIONS
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3.01 EXERCISE OF OPTIONS.
(a) No Option may be exercised prior to the approval of the Plan by
the Company's shareholders.
(b) No Option may at any time be exercised with respect to a fractional share or
exercised in part with respect to fewer than one hundred (100) shares. No
fractional shares shall be issued and the Committee shall determine whether cash
shall be paid in lieu of such fractional shares or such fractional shares shall
be eliminated.
(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
stock as provided in Section 3.02 hereof or, if authorized by the Committee's
regulations and accomplished in accordance therewith, by delivery of a properly
executed exercise notice together with irrevocable instructions to a broker to
deliver promptly to the Company sale or loan proceeds sufficient to pay the
option price. Neither a Grantee nor such Grantee'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 in the name of a person designated by him or her.
3.02 STOCK AS FORM OF EXERCISE PAYMENT. A Grantee may elect to use Common Stock
valued at the Fair Market Value on the last business day preceding the exercise
date to pay all or part of the exercise price of an Option, subject to such
conditions as the Committee may impose through the adoption of rules or
regulations or otherwise, provided, however, that such form of payment shall not
be permitted unless at least one hundred (100) shares of Common Stock are
delivered for such purpose and the shares delivered have been held by the
Grantee for at least six months.
3.03 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 such exercise is includable in the
Grantee's gross income for Federal income tax purposes (the "Tax Date"). The
Committee may establish such procedures as it deems appropriate for the settling
of withholding obligations with shares of Common Stock, including, without
limitation, the establishment of such procedures as may be necessary to comply
with Rule 16b-3.
3.04 CHANGES IN COMMON STOCK. In the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change 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, including appropriate adjustment in the maximum
number of shares referred to in Section 1.03 of the Plan, as may be determined
by the Committee.
3.05 CHANGE IN CONTROL.
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(a) Upon the occurrence of a Change in Control (as hereinafter defined), all
Options shall become immediately exercisable in full for the remainder of their
terms and Grantees shall have the right to have the Company purchase their
Options for cash for a period of thirty (30) days following a Change in Control
at the Acceleration Price (as hereinafter defined), provided that all Options of
Grantees who are subject to the requirements of Section 16 of the Exchange Act
shall be purchased for the Acceleration Price on the later of the date of the
Change in Control or the date that is six months and one day after the Grant
Date and, provided, further, that the Options of such Grantees shall be so
purchased following the occurrence of a Change in Control as defined in Section
3.05(c)(v) hereof (i) only after receipt by the Company of a favorable no-action
letter from the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission concerning the compliance of such subparagraph with the
provisions of Rule 16b-3, as amended, promulgated under the Exchange Act, or
(ii) if such no-action letter has not been received at the time of such Change
in Control, only during the period after such Change in Control beginning on the
third business day following the date of release for publication of quarterly
and annual summary statements of sales and earnings of the Company and ending on
the twelfth business day following such date.
(b) (1) The "Acceleration Price" is the excess over the exercise price of the
highest of the following on the date of a Change in Control:
(i) the highest reported sales price of a share of the Common Stock within the
sixty (60) days preceding the date of a Change in Control, as reported on any
securities exchange upon which the Common Stock is listed,
(ii) the highest price of a share of the Common Stock reported in a Schedule 13D
or an amendment thereto as paid within the sixty (60) days preceding the date of
the Change in Control,
(iii) the highest tender offer price paid for a share of the Common
Stock, and
(iv) any cash merger or similar price paid for a share of the Common
Stock.
(2) For Incentive Stock Options, the Acceleration Price is limited to the spread
between the Fair Market Value on the date of exercise and the option price.
(c) A "Change in Control" is the occurrence of any one of the following
events:
(i) any "person," as such term is defined in Section 3(a)(9) and modified and
used in Sections 13(d) and 14(d) of the Exchange Act (other than a Grantee, the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company (or of any subsidiary of the Company), or any
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
25% or more of the combined voting power of the Company's then outstanding
securities;
<PAGE>
(ii) during any period of two consecutive years individuals who at the beginning
of such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii), (iv) or (v) of this
definition) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof;
(iii) the shareholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (A) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 75% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(with the exceptions specified in clause (i) of this definition) acquires 25% or
more of the combined voting power of the Company's then outstanding securities;
(iv) the shareholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets; or
(v) the Company consummates a merger, consolidation, stock dividend, stock split
or combination, extraordinary cash dividend, exchange offer, issuer tender offer
or other transaction effecting a recapitalization of the Company (or similar
transaction) (the "Transaction") and, in connection with the Transaction, a
Designated Downgrading occurs with respect to the unsecured general obligations
of the Company (the "Securities"), as described below:
(A) If the rating of the Securities by both Rating Agencies (defined
hereinafter) on the date 60 days prior to the public announcement of the
Transaction (a "Base Date") is equal to or higher than BBB Minus (as hereinafter
defined), then a "Designated Downgrading" means that the rating of the
Securities by either Rating Agency on the effective date of the Transaction (or,
if later, the earliest date on which the rating shall reflect the effect of the
Transaction) (as applicable, the "Transaction Date") is equal to or lower than
BB Plus (as hereinafter defined); if the rating of the Securities by either
Rating Agency on a Base Date is lower than BBB Minus, then a "Designated
Downgrading" means that the rating of the Securities by either Rating Agency on
the Transaction Date has decreased from the rating by such Rating Agency on the
Base Date. In determining whether the rating of the Securities has decreased, a
decrease of one gradation (+ and - for S&P and 1, 2 and 3 for Moody's, or the
equivalent thereof by any substitute rating agency referred to below) shall be
taken into account;
(B) "Rating Agency" means either Standard & Poor's Corporation or its
successor ("S&P") or Moody's Investor Service, Inc. or its successor
("Moody's");
<PAGE>
(C) "BBB Minus" means, with respect to ratings by S&P, a rating of BBB- and,
with respect to ratings by Moody's, a rating of Baa3, or the equivalent thereof
by any substitute agency referred to below;
(D) "BB Plus" means, with respect to ratings by S&P, a rating of BB+ and, with
respect to ratings by Moody's, a rating of BBB3, or the equivalent thereof by
any substitute agency referred to below;
(E) The Company shall take all reasonable action necessary to enable each of the
Rating Agencies to provide a rating for the Securities, but, if either or both
of the Rating Agencies shall not make such a rating available, a
nationally-recognized investment banking firm shall select a
nationally-recognized securities rating agency or two nationally-recognized
securities rating agencies to act as substitute rating agency or substitute
rating agencies, as the case may be.
3.06 ADDITIONAL CONDITIONS. Any shares of Common Stock issued or transferred
under any provision of the Plan may be issued or transferred subject to such
conditions (including, without limitation, restrictions on transferability), in
addition to those specifically provided in the Plan, as the Committee may
impose.
3.07 NO RIGHT TO EMPLOYMENT. Nothing in the Plan or any instrument executed
pursuant hereto shall confer upon any Employee any right to continue in the
employ of the Company or any of its subsidiaries nor shall anything in the Plan
affect the right of the Company or any of its subsidiaries to terminate the
employment of any Employee, with or without cause.
3.08 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 upon 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 permit the exercise of any Option.
3.09 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 Option until such
shares of Common Stock shall have been transferred to the Grantee or such
person. Furthermore, the existence of the Options shall not affect: the right or
power of the Company or its shareholders to make adjustments, recapitalization,
reorganizations or other changes in the Company's capital structure; the
dissolution or liquidation of the Company, or sale or transfer of any part of
its assets or business; or any other corporate act, whether of a similar
character or otherwise.
3.10 CHOICE OF LAW. 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 (regardless of the laws that might be
applicable under
<PAGE>
principles of conflicts of laws). Without limiting the generality of the
foregoing, the period within which any action in connection with the Plan must
be commenced shall be governed by the laws of the State of Connecticut
(regardless of the laws that might be applicable under principles of conflicts
of laws), without regard to the place where the act or omission complained of
took place, the residence of any party to such action or the place where the
action may be brought.
3.11 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board may at
any time terminate, suspend or amend the Plan; however, no such
amendment shall, without the
approval of the shareholders of the Company:
(i) increase the aggregate number of shares which may be issued in
connection with Options;
(ii) change the Option exercise price;
(iii) increase the maximum period during which Options may be
exercised;
(iv) extend the effective period of the Plan; or
(v) materially modify the requirements as to eligibility for
participation in the Plan.
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