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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE STANLEY WORKS
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction I.R.S. Employer
of incorporation) Identification No.)
1000 STANLEY DRIVE
NEW BRITAIN, CONNECTICUT 06053
(Address of Principal Executive Offices) (Zip Code)
THE STANLEY WORKS
SUPPLEMENTAL RETIREMENT AND ACCOUNT VALUE PLAN
FOR SALARIED EMPLOYEES
THE STANLEY WORKS 1997 LONG TERM INCENTIVE PLAN
AGREEMENT, DATED JUNE 28, 1998
BETWEEN THE STANLEY WORKS AND STEF G.H. KRANENDIJK
STOCK OPTION GRANTS TO LARRY PORCELLATO AND JOHN MARSLAND
ON MARCH 24, 1999 AND TO
HANS-GERD FUECHTENKORT ON MAY 19, 1999
(Full titles of the Plans)
JENNIFER O. ESTABROOK, 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
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED* REGISTERED* OFFERING PRICE PER SHARE** AGGREGATE PRICE** FILING FEE
------------------------- ------------ -------------------------- ----------------- ----------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par
value per share 4,981,000 $25.7188 $128,105,342.80 $33,819.81
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* This Registration Statement also pertains to Stock Purchase Rights of
the Registrant which are attached to the Common Stock. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
** 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 of
the Registrant's Common Stock as reported on the New York Stock Exchange
on July 26, 2000.
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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/A for the year ended
January 1, 2000;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 1, 2000, and the Company's Current Reports on Form 8-K dated January
27, 2000, February 11, 2000, April 19, 2000, May 26, 2000, June 23, 2000,
July 11, 2000, July 13, 2000 and July 19, 2000.
(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
Securities Exchange Act of 1934, as amended (the "Exchange Act") including
any amendment or report filed for the purpose of updating such description;
(4) the description of the Company's Stock Purchase Rights which is
contained in a Report on Form 8-K filed under 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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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 33-771 of the
Connecticut General Statutes. In addition, the Company maintains an insurance
policy providing coverage for certain liabilities of directors and officers. In
addition, Article V of the Company's By-Laws provides as follows:
"V. INDEMNIFICATION
To the extent properly permitted by law the Board of Directors shall
provide for the indemnification and reimbursement of, and advances of expenses
to, any person made a party to any action, suit or proceeding by reason of the
fact that he or she, or a person whose legal representative or successor he or
she is,
(a) is or was a Director, officer, employee or agent of the Corporation,
or
(b) served at the Corporation's request as a director, officer, employee
or agent of another corporation, for expenses, including attorney's
fees, and such amount of any judgment, money decree, fine, penalty or
settlement for which he or she may have become liable as the Board of
Directors deems reasonable, actually incurred by him or her in
connection with the defense or reasonable settlement of any such
action, suit or proceeding or any appeal therein.
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This provision of indemnification shall be in addition to any other right
or remedy which such person may have. The Corporation shall have the right to
intervene in and defend all such actions, suits or proceedings brought against
any such person."
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 the Annual Report on Form 10-K for year ended January 2, 1999).
4.2 By-laws (incorporated by reference to Exhibit 4.2 to Registration Statement
No. 333-42346 filed July 27, 2000).
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
the Annual Report on Form 10-K for the 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).
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
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(incorporated by reference to Exhibit 4 (iv) to the Annual Report on
Form 10-K for the year ended December 6, 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).
(c) Credit Agreement, dated as of October 21, 1998, as amended and
restated as of October 20, 1999, among the Company, each lender that
is a signatory thereto and Citibank, N.A. as Agent for the Lenders
(incorporated by reference to Exhibit 4 (i) to the Quarterly Report on
Form 10-Q for the quarter ended October 2, 1999).
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 Jennifer O. Estabrook (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jennifer O. Estabrook (included in Exhibit 5.1).
24.1 Powers of attorney (filed herewith).
99.1 Supplemental Retirement and Account Value For Salaried Employees of The
Stanley Works (filed herewith).
99.2 1997 Long Term Incentive Plan (filed herewith).
99.3 Agreement, dated June 28, 1998 between The Stanley Works and Stef G.H.
Kranendijk (incorporated by reference to Exhibit 4 (xvii) to the Annual
Report on Form 10-K for the year ended January 2, 1999).
ITEM 9. UNDERTAKINGS
a. Rule 415 Offering. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(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 (a)(i) and (a)(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.
b. Subsequent Exchange Act Documents. The undersigned hereby undertakes
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
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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.
c. Indemnification. 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.
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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 July 28,
2000.
THE STANLEY WORKS
By: /s/ John M. Trani
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Name: John M. Trani
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.
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NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ John M. Trani Chairman, July 28, 2000
------------------------ Chief Executive
John M. Trani Officer and Director
/s/ James M. Loree Vice President, Finance July 28, 2000
------------------------ and Chief Financial
James M.Loree Officer (Chief Financial
Officer)
/s/ Theresa F. Yerkes Vice President and July 28, 2000
------------------------ Controller (Chief
Theresa F. Yerkes Accounting Officer)
------------------------ Director July 28, 2000
John G. Breen
* Director July 28, 2000
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Stillman B. Brown
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NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Director July 28, 2000
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Mannie L. Jackson
* Director July 28, 2000
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James G. Kaiser
* Director July 28, 2000
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Eileen S. Kraus
Director July 28, 2000
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John D. Opie
Director July 28, 2000
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Hugo E. Uyterhoeven
* Director July 28, 2000
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Walter W. Williams
* Director July 28, 2000
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Kathryn D. Wriston
* By: /s/ Jennifer O. Estabrook July 28, 2000
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Jennifer O. Estabrook (As Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
No. Page
5.1 Opinion of Jennifer O. Estabrook. 11
23.1 Consent of Ernst & Young LLP. 12
23.2 Consent of Jennifer O. Estabrook (Included in Exhibit 5.1).
24.1 Powers of attorney. 13
99.1 Supplemental Retirement and Account Value For Salaried
Employees of The Stanley Works. 19
99.2 1997 Long Term Incentive Plan. 25
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