0000093556-95-000010.txt : 19950914 0000093556-95-000010.hdr.sgml : 19950914 ACCESSION NUMBER: 0000093556-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950912 EFFECTIVENESS DATE: 19951001 SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY WORKS CENTRAL INDEX KEY: 0000093556 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060548860 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62565 FILM NUMBER: 95573100 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 2032255111 S-8 1 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) CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of to be Registered* Registered* Price Per Share** Aggregate Price** Filing Fee Common Stock, $2.50 par value per share 3,000,000 $44.625 $133,875,000 $46,163.79 * 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.
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. 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. 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 (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 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 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 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 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 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). (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. 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. EX-4 2 EX-4.9 Exhibit 4.9 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: 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 EX-5 3 EX-5 Exhibit 5 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. 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 EX-23 4 EX-23.1 Exhibit 23.1 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 EX-24 5 EX-24 Exhibit 24 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 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 EX-99 6 EX-99 Exhibit 99 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. (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 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. J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC (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 J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC (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 J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC 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 J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC 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 J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC 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. J:\SHRDATA\LEGAL\JENNIFER\ESPP\ESPPLAN.DOC