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
EMPLOYEE STOCK PURCHASE 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 3,000,000 $44.625 $133,875,000 $46,163.79
<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 Employee Stock Purchase Plan.
<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 Employee Stock Purchase Plan.
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 Employee Stock Purchase Plan.
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
Exhibit 5
<PAGE>
September 11, 1995
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Re: The Stanley Works Employee Stock Purchase 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 3,000,000 shares of its Common Stock, $2.50
par value per share, offered under The Stanley Works Employee Stock Purchase
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
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 Employee Stock Purchase 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
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
Exhibit 99
<PAGE>
THE STANLEY WORKS
EMPLOYEE STOCK PURCHASE PLAN
The Stanley Works Employee Stock Purchase Plan offers a
convenient way for Eligible Employees to purchase shares of the
Company Common Stock, on the terms and conditions defined below,
through payroll deductions and without the payment of any
commissions or fees.
It is the intention of the Company to have the Plan qualify
as an "Employee Stock Purchase Plan" under Section 423 of the
Code and the Plan shall be construed in accordance with such
purpose.
ONE. DEFINITIONS
As used herein, unless the context otherwise requires, the
following words shall be defined as follows:
(A) "Code" means the Internal Revenue Code of 1986, as
amended.
(B) "Committee" means the Finance and Pension Committee
of the Board of Directors.
(C) "Company" means The Stanley Works.
(D) "Company Common Stock" means the common stock of the
Company, par value $2.50 per share.
(E) "Date of Exercise" means the last NYSE trading day of
any month during the Plan Year.
(F) "Date of Grant" means the first day of the Plan Year.
(G) "Earnings" shall mean with respect to any Employee, the
salary of such Employee (excluding any incentive compensation)
calculated in the manner prescribed by the Committee from time to
time.
(H) "Eligible Employee" means an Employee eligible to
purchase stock under the Plan.
(I) "Employee" means any person who is regularly and
actively employed by the Company or any Subsidiary and who
receives from it regular compensation, other than pension,
retirement allowance, retainer, or fee under contract. Any
person whose customary employment is less than twenty (20) hours
per week, or less than five (5) months per calendar year, shall
not be considered an Employee under this Plan.
<PAGE>
(J) "Investment Account" means the account established
for the Participating Employee with the transfer agent for the
Company Common Stock for the purpose of holding the shares
purchased under the Plan.
(K) "NYSE" means the New York Stock Exchange.
(L) "Participating Employee" means an Eligible Employee
who elects to participate in the Plan.
(M) "Plan" means The Stanley Works Employee Stock
Purchase Plan adopted by the Board of Directors on December 21, 1994,
subject to approval by the shareholders on April 19, 1995.
(N) "Plan Administrator" means an officer or employee of
the Company to whom the Committee has delegated the authority to
administer the Plan, subject to the rules and interpretive
determinations promulgated by the Committee.
(O) "Plan Year" means a period of less than twenty-seven
months for which the Plan has been declared to be effective for
offering and selling unissued or reacquired Company Common Stock
to Eligible Employees.
(P) "Subsidiary" means any corporation organized under
the laws of any of the United States or of Canada or its provinces or
of any other jurisdiction which the Committee shall designate, a
majority of the voting stock of which (exclusive of directors'
qualifying shares) is owned by the Company or a Subsidiary of the
Company.
TWO. ELIGIBILITY
(A) All Employees, who have completed at least ninety
(90) days in the employ of the Company, or any of its Subsidiaries, or
any combination thereof, and who are currently Employees of the
Company or any of its Subsidiaries, are eligible to participate
in the Plan.
(B) 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.
THREE. PARTICIPATION AND PRICE
(A) Participation shall be for one or more shares at a
price which for each Plan Year shall be the lower of 85% (or such
J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC
<PAGE>
higher percentage as the Committee may determine from time to
time) of the arithmetic mean of the high and low prices for the
Company Common Stock as reported for the NYSE Composite
Transactions on (i) the Date of Grant (if the NYSE is not open on
the Date of Grant, then on the next preceding day on which the
NYSE is open for trading) (the "Plan Year Price") or (ii) the
Date of Exercise (the "Month End Price").
(B) In no event shall the price be less than the par
value per share.
(C) Eligible Employees may elect to participate in the
Plan on a monthly basis by authorizing regular payroll deductions.
Elections received by the fifteenth of one month will become
effective for the first payroll period in the next succeeding
month. Elections received after the fifteenth of one month will
become effective for the first payroll period in the second
succeeding month. The amounts deducted will accumulate during
each calendar month and at the end of such month will be applied
to the purchase of full and fractional shares of Company Common
Stock at the lower of the Plan Year Price or the Month End Price.
If in any calendar month purchases under the Plan would result in
the issuance of more shares than are reserved for issuance under
the Plan, the number of shares that Eligible Employees may
purchase during such month shall be reduced on a pro rata basis
so that only the maximum number of shares reserved for issuance
will be issued, except that elections to purchase one share will
be honored in full.
(D) All full and fractional shares purchased under the
Plan will be issued in book entry form and credited to a separate
Investment Account established for each Participating Employee
within two weeks of the Date of Exercise. Participating
Employees shall receive dividends with respect to the shares of
Company Common Stock credited to his or her Investment Account.
Participating Employees have the option to receive share
certificates for a fee. Such fees will be established at the
beginning of each Plan Year.
(E) Participating Employees have the option to
participate in the Company's Dividend Reinvestment Program with respect to
the shares purchased under the Plan and to have all dividends
paid with respect to the full and fractional shares in a
Participating Employee's Investment Account applied to the
purchase of full or fractional shares of Company Common Stock on
the NYSE. Shares so purchased shall be added to the shares held
for the Participating Employee in his/her Investment Account.
Participating Employees who have elected to participate in the
Dividend Reinvestment Program will be charged a quarterly fee as
determined by the Committee from time to time.
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(F) The total number of shares to be offered for purchase
under this Plan is limited to a maximum of Three Million
(3,000,000) shares of Company Common Stock, which may be unissued
or reacquired shares, or a combination thereof. The number of
shares available for purchase in each Plan Year shall be the
remaining number of shares reserved for issuance under the Plan
at the beginning of each Plan Year. All rights to purchase
shares under the Plan for any Plan Year that remain outstanding
at the end of such Plan Year will terminate as of the end of that
Plan Year.
(G) Eligible Employees may elect to increase, decrease or
terminate participation at any time throughout the Plan Year on a
prospective basis only. Such elections may be made on a monthly
basis and elections received by the fifteenth of one month will
become effective for the first payroll period in the next
succeeding month. Elections received after the fifteenth of one
month will not become effective until the first payroll period in
the second succeeding month. There is no limitation on the
ability of an Eligible Employee to re-enroll in the Plan once
participation has been terminated.
FOUR. MAXIMUM AMOUNT OF PURCHASES
(A) In each Plan Year, an Eligible Employee may purchase
shares with a value (measured as of the date of purchase of such
shares) not in excess of fifteen percent (15%) of his/her
Earnings for the previous calendar year provided, however, that
in any Plan Year the fair market value (determined as of the Date
of Grant for such Plan Year) of shares purchased by a
Participating Employee under the Plan may not, when added to the
fair market value of all other shares which the Eligible Employee
may have rights to purchase under this or other plans that
qualify as employee stock purchase plans of the Company under
Section 423 of the Code, exceed $25,000.
(B) No Employee will be permitted to purchase in any Plan
Year if the number of shares which he/she then owns (the rules of
Section 424(d) of the Code shall apply in determining ownership)
or has the right or option to purchase plus the number of shares
for which he/she wishes to subscribe would represent five percent
(5%) or more of the total number of shares of Company Common
Stock outstanding.
(C) An Eligible Employee, with less than a full year's
service, may participate based on his/her present Earnings.
FIVE. PAYMENT OF PURCHASE PRICE
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(A) The purchase price shall be deducted on a weekly or
monthly basis from pay. No deduction shall be less than one
dollar ($1) and all deductions must be in even dollars.
(B) Payroll deductions will be open fifty-two (52) weeks or
twelve (12) months per year. The weekly or monthly deduction
amount will be determined by the Participating Employee, provided
that, a weekly or monthly deduction election shall not exceed the
net pay of the Eligible Employee for any pay period.
(C) No interest will be paid on the amounts deducted.
(D) Each Participating Employee purchasing Company Common
Stock under the Plan as a condition to such purchase shall pay to
the Company the amount, if any, required to be withheld from
distributions resulting from such exercise under any applicable
income tax laws ("Withholding Taxes"). Such Withholding Taxes
shall be payable as of the date income from such exercise is
includable in the Participating Employee's gross income for
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 Company Common
Stock.
SIX. DEATH, PERMANENT DISABILITY, RETIREMENT AND TRANSFERS
(A) If a Participating Employee dies, becomes permanently
disabled, retires or is transferred during any month in the Plan
Year, payroll deductions taken to the date of the death,
permanent disability, retirement or transfer will be used to
purchase shares on the last NYSE trading day of the month in
which death, permanent disability, retirement or transfer occurs.
(B) Participating Employees transferred, but remaining
employed by the Company or a Subsidiary, may continue to
participate in the Plan.
SEVEN. RIGHTS AS A SHAREHOLDER
The Participating Employee, and any beneficiary or other
person claiming through a Participating Employee, shall not have
any interest in any share of Company Common Stock allocated for
the purposes of the Plan or subject to any option under the Plan
until the Date of Exercise with respect to such share.
Furthermore, the existence of the options under the Plan 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
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or transfer of any part of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
EIGHT. RIGHTS NOT TRANSFERABLE
The rights under the Plan are not transferable by a
Participating Employee and may be exercised during the lifetime
of a Participating Employee only by him/her.
NINE. APPLICATION OF FUNDS
(A) Divisions and Subsidiaries making payroll deductions
for the Plan act as agents of the Company and will transmit such
deductions to the Company in the manner specified by the Plan
Administrator.
(B) All funds received or held by the Company under the
Plan may be used for any corporate purpose.
TEN. THE COMMITTEE
(A) The Plan will be administered by the Committee. The
Committee is vested with full authority to administer, interpret
and make rules regarding the Plan. The Committee shall have the
authority to interpret the Plan as it may deem advisable and to
make determinations that shall be final, binding and conclusive
upon all persons. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan.
(B) The Committee may delegate to the Plan Administrator
the authority to administer this Plan subject to the rules and
interpretive determinations promulgated by the Committee. Such
delegation shall not make such officer or Employee, if otherwise
an Eligible Employee, ineligible to participate in this Plan.
(C) To the extent not inconsistent with the Plan, the
Committee may authorize and establish such rules and regulations
as it may determine to be advisable to make the Plan effective or
to provide for its administration, and may take such other action
with regard to the Plan as it shall deem advisable to effectuate
its purpose, including, without limitation, the establishment of
procedures that may be necessary to ensure compliance with Rule
16b-3 of the Securities Exchange Act of 1934.
ELEVEN. ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S
COMMON STOCK
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In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or any other change
in corporate structure or capitalization affecting the Company
Common Stock, the Committee shall make adjustment in the number,
kind, price, etc. of shares issuable under the Plan, including
adjustment in the maximum number of shares referred to in Section
THREE (F) of the Plan, as it deems necessary and appropriate.
TWELVE. EFFECTIVE PERIOD OF THE PLAN
The Committee, or the Plan Administrator if so authorized by
the Committee, is authorized from time to time during the period
commencing on October 24, 1995 and ending on the date of
termination of the Plan as provided in Section THIRTEEN hereof,
to declare Plan Years for the purpose of offering and selling
unissued or reacquired Company Common Stock to Eligible Employees
of the Company and its Subsidiaries.
THIRTEEN. TERMINATION AND AMENDMENT OF THE PLAN
(A) The Board of Directors may at any time terminate,
suspend or amend the Plan provided that, such termination,
suspensions or amendments will not affect elections already
accepted by the Company; and provided, further that, no amendment
of the Plan shall, without the approval of the shareholders of
the Company:
(1) increase the aggregate number of shares
that may be issued in connection with the Plan;
(2) change the purchase price formula; or
(3) materially modify the requirements as to eligibility
for participation in the Plan.
(B) The Plan and all rights of employees hereunder, if
not terminated earlier, shall terminate as follows:
(1) at the close of any Plan Year, if
theretofore declared terminated by the Board of Directors; or
(2) there are no longer any reserved shares of Company
Common Stock available for issuance under the Plan.
FOURTEEN. MISCELLANEOUS
(A) The Company will not be obligated to issue shares of
Company Common Stock or make any payment if counsel to the
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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 Company 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 under the Plan.
(B) 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 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.
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