AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 13, 1999
SECURITIES AND EXCHANGE COMMISSION NO. 33-55663
WASHINGTON, DC 20549
Post-Effective Amendment No. 3 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
The Stanley Works
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation or Organization)
06-0548860
(I.R.S. Employer Identification No.)
1000 Stanley Drive
New Britain, Connecticut 06053
(Address of Principal Executive Offices) (Zip Code)
Stanley Account Value 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)
(860) 225-5111
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE **
** No additional registration fee is due because no additional shares
are being registered.
This Registration Statement covers interests in the Plan and
additional shares of Common Stock purchased in accordance with and
issuable under the Plan. Pursuant to Rule 416(c), this Registration
Statement covers an indeterminate number of interests to be offered or
sold pursuant to the Plan described herein. This Registration
Statement also pertains to Depository Stock Purchase Rights of the
Registrant which are attached to the Common Stock.
PAGE 2
This Post-Effective Amendment Number 3 shall hereafter become
effective in accordance with Rule 464 promulgated under the Securities
Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Registration Statement No.
33-55663 is being filed in order to remove Exhibits 99 through 99.4.
The contents of Registration Statement No. 33-55663 are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS (See Item 9, paragraph 4)
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit (3)(i) to the Annual Report on Form 10-K for fiscal
year ended January 2, 1999).
4.2 By-laws (incorporated by reference to Exhibit 3(i) to the
Quarterly Report on Form 10-Q for the quarter ended July 4, 1998).
4.3 Indenture, dated as of April 1, 1986 between the Company and
State Street Bank and Trust Company, as successor trustee, defining the
rights of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes
Due March 1, 2004 (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 State Street Bank and Trust Company, as
successor trustee(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
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).
(b) Certificate of Designated Officers establishing Terms of
5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit
(4)(ii)(b) to Annual Report on Form 10-K for the fiscal year ended
January 2, 1999).
4.5 Rights Agreement, dated January 31, 1996 (incorporated by
reference to Exhibit (4)(i) to Current Report on Form 8-K dated
January 31, 1996).
PAGE 3
4.6
(a) Amended and Restated Facility A (364 Day) Credit
Agreement, dated as of October 23, 1996, with the banks named therein
and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv)
to the Annual Report on Form 10-K for the year ended December 28, 1996).
(b) Credit Agreement, dated as of October 21, 1998, among the
Company, the Lenders named therein and Citibank, N.A. as agent
(incorporated by reference to Exhibit 4(iv)(c) to the Quarterly Report
on Form 10-Q for the quarter ended October 3, 1998).
4.7 Amended and Restated Facility B (Five Year) Credit Agreement,
dated as of October 23, 1996, with the banks named therein and Citibank,
N.A. as agent (incorporated by reference to Exhibit 4(v) to the Annual
Report on Form 10-K for the year ended December 28, 1996)
5.1 Opinion of Tyler Cooper & Alcorn dated September 28, 1994 with
respect to the legality of the Common Stock (and associated Stock
Purchase Rights) (previously filed with Registration Statement No.
33-55663).
23.1 Consent of Independent Auditors dated September 23, 1994
(incorporated by reference to Exhibit 5.1).
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference
to Exhibit 5.1).
24 Manually signed copy of power of attorney authorizing the
signing of the Registration Statement and amendments thereto on behalf
of the Registrant's directors (previously filed with Registration
Statement No. 33-55663).
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 November 23, 1999.
THE STANLEY WORKS
By: /s/ John M. Trani
John M. Trani
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.
PAGE 4
NAME TITLE DATE
/s/ John M. Trani
John M. Trani Chairman, November 23, 1999
Chief Executive Officer,
and Director
/s/ James M. Loree
James M. Loree Chief Financial Officer November 23, 1999
/s/ Theresa F. Yerkes
Theresa F. Yerkes Vice President and
Controller November 23, 1999
(and Chief Accounting Officer)
*
Stillman B. Brown Director November __, 1999
*
Edgar R. Fielder Director November __, 1999
*
James G. Kaiser Director November __, 1999
*
Eileen S. Kraus Director November __, 1999
*
Hugo E. Uyterhoeven Director November __, 1999
*
Walter W. Williams Director November __, 1999
*
By:/s/ Stephen S. Weddle November 22, 1999
Stephen S. Weddle
(As Attorney-in-Fact)
PAGE 5
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator of the Stanley Account Value Plan 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 November 22, 1999.
THE STANLEY WORKS
(as Plan Administrator)
By:/s/ Stephen S. Weddle
Stephen S. Weddle
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit
No. Page
4.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit (3)(i) to the Annual Report on Form 10-K for
fiscal year ended January 2, 1999).
4.2 By-laws (incorporated by reference to Exhibit 3(i) to the
Quarterly Report on Form 10-Q for the quarter ended July 4, 1998).
4.3 Indenture, dated as of April 1, 1986 between the Company and
State Street Bank and Trust Company, as successor trustee, defining the
rights of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes
Due March 1, 2004 (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 State Street Bank and Trust Company, as successor
trustee(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
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).
(b) Certificate of Designated Officers establishing Terms of
5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit
(4)(ii)(b) to Annual Report on Form 10-K for the fiscal year ended
January 2, 1999).
PAGE 6
4.5 Rights Agreement, dated January 31, 1996 (incorporated by
reference to Exhibit (4)(i) to Current Report on Form 8-K dated January
31, 1996).
4.6
(a) Amended and Restated Facility A (364 Day) Credit
Agreement, dated as of October 23, 1996, with the banks named therein
and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv)
to the Annual Report on Form 10-K for the year ended December 28, 1996).
(b) Credit Agreement, dated as of October 21, 1998, among the
Company, the Lenders named therein and Citibank, N.A. as agent
(incorporated by reference to Exhibit 4(iv)(c) to the Quarterly Report
on Form 10-Q for the quarter ended October 3, 1998).
4.7 Amended and Restated Facility B (Five Year) Credit Agreement,
dated as of October 23, 1996, with the banks named therein and
Citibank, N.A. as agent (incorporated by reference to Exhibit 4(v) to
the Annual Report on Form 10-K for the year ended December 28, 1996)
5.1 Opinion of Tyler Cooper & Alcorn dated September 28, 1994
with respect to the legality of the Common Stock (and associated Stock
Purchase Rights) (previously filed with Registration Statement No.
33-55663).
23.1 Consent of Independent Auditors dated September 23, 1994
(incorporated by reference to Exhibit 5.1).
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5.1).
24 Manually signed copy of power of attorney authorizing the
signing of the Registration Statement and amendments thereto on behalf
of the Registrant's directors (previously filed with Registration
Statement No. 33-55663).
