<PAGE>
As filed with the Securities and Exchange Commission on February 24, 1999.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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)
----------
3420
(Primary Standard Industrial
Classification Code Number)
06-0548860
(I.R.S. Employer Identification No.)
1000 STANLEY DRIVE
NEW BRITAIN, CONNECTICUT 06053
(860) 225-5111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive
offices)
STEPHEN S. WEDDLE, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE STANLEY WORKS
1000 STANLEY DRIVE, NEW BRITAIN, CT 06053
(860) 225-5111
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copy to:
PHYLLIS G. KORFF
STACY J. KANTER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement, as
determined by the registrants.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 33-46212
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Aggregate Offering Registration Fee
Price Per Unit Price (1)
- --------------------------------- --------------------- ------------------------ -----------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.................. $20,000,000 100% $20,000,000 $5,560
================================= ===================== ======================== ===============================================
</TABLE>
<PAGE>
This registration statement is being filed with respect to the registration of
an additional $20,000,000 aggregate principal amount of debt securities of The
Stanley Works, a Connecticut corporation (the "Company"), pursuant to Rule
462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to
Rule 462(b), the contents of the Company's registration statement (File No.
33-46212), including the exhibits thereto, are incorporated by reference into
this registration statement.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of New Britain, State of Connecticut, on February 24,
1999.
THE STANLEY WORKS
By: /s/ Stephen S. Weddle
----------------------------
Name: Stephen S. Weddle
Title: Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Stephen S.
Weddle, Jennifer O. Estabrook and Nancy M. Clark, or any of them, as
attorneys-in-fact and agents, with full powers of substitution, to sign on his
or her behalf, individually and in any and all capacities, and to file any and
all amendments (including post-effective amendments) to this Registration
Statement with the Securities and Exchange Commission, granting to said
attorney-in-fact and agents full power and authority to perform any other act on
behalf of the undersigned required to be done in the premises.
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 dates indicated.
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John M. Trani
- -------------------------------- Chairman, Chief Executive Officer January 28, 1999
John M. Trani and Director
/s/ Theresa F. Yerkes
- --------------------------------
Theresa F. Yerkes
Vice President, Controller and January 28, 1999
Acting Chief Financial Officer
(Principal Financial Officer and Controller)
/s/ Stillman B. Brown
- -------------------------------- Director January 28, 1999
Stillman B. Brown
/s/ Edgar R. Fiedler
- -------------------------------- Director January 28, 1999
Edgar R. Fiedler
5
<PAGE>
/s/ Mannie L. Jackson
- -------------------------------- Director January 28, 1999
Mannie L. Jackson
/s/ James G. Kaiser
- -------------------------------- Director January 28, 1999
James G. Kaiser
/s/ Eileen S. Kraus
- -------------------------------- Director January 28, 1999
Eileen S. Kraus
/s/ Hugo E. Uyterhoveven
- -------------------------------- Director January 28, 1999
Hugo E. Uyterhoveven
/s/ Walter W. Williams
- -------------------------------- Director January 28, 1999
Walter W. Williams
/s/ Kathryn D. Wriston
- -------------------------------- Director January 28, 1999
Kathryn D. Wriston
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------- -----------------------
5.1 Opinion and consent of Stephen S. Weddle, Esq., Vice President,
Secretary and General Counsel of the Company as to the legality of the
securities being offered.
23.1 Consent of ERNST & YOUNG LLP, Independent Auditors.
23.2 Consent of Stephen S. Weddle, Esq., Vice President, Secretary and
General Counsel of the Company (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company
(included in the signatures pages to the Registration Statement).
7
<PAGE>
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
February 24, 1999
Board of Directors
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
Ladies and Gentlemen:
In connection with the proposed registration under the
Securities Act of 1933, as amended, by The Stanley works, a Connecticut
corporation (the "Company"), of an additional $20,000,000 in aggregate principal
amount of the Company's Debt Securities (the "Debt Securities"), proposed to be
issued under an Indenture, dated as of April 1, 1986, as supplemented by the
First Supplemental Indenture, dated as of June 15, 1992 (as supplemented, the
"Indenture") between the Company and State Street Bank and Trust Company, as
successor trustee (the "Trustee"), I have examined such corporate records and
other documents, including the Registration Statement of the Company on Form S-3
dated the date hereof and filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement"), which incorporates by reference
the contents of the Company's registration statement (file No. 33- 46212), and
have reviewed such matters of law as I have deemed necessary for this opinion,
and I advise you that in my opinion:
1. The Indenture has been duly authorized, executed and deliv
ered by the Company, and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws now or hereafter in effect relating to
creditor's rights generally and general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).
<PAGE>
2. The Debt Securities have been duly authorized by the Board
of Directors of the Company or a duly authorized committee thereof, and when
executed by proper officers of the company and duly authenticated by or on
behalf of the Trustee, and delivered, and the Debt Securities of such series
have been issued and paid for as contemplated in the Prospectus forming a part
of the Registration Statement, the Debt Securities will be legally issued, valid
and binding obligations of the Company entitled to the benefits of the
Indenture, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or hereafter
in effect relating to creditors' rights generally and general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
I consent to the filing of this opinion as an exhibit to the
Registration Statement, and I hereby consent to the reference made to me under
the caption "Validity of Securities" set forth in the prospectus forming a part
of the Registration Statement. In giving such consent I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Securities Act of 1933.
Very truly yours,
/s/ Stephen S. Weddle, Esq.
Stephen S. Weddle, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 (which incorporated in its entirety the
Registration Statement on Form S-3 (No. 33-46212)) and the related Prospectus
Supplement of The Stanley Works for the registration of an additional
$20,000,000 of debt securities and to the incorporation by reference therein of
our reports dated January 29, 1998 and March 26, 1998, with respect to the
consolidated financial statements and schedule of The Stanley Works included or
incorporated by reference in its Annual Report (Form 10-K) for the year ended
January 3, 1998 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Hartford, Connecticut
February 19, 1999
9
