8-K 1 f-swk.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report(Date of earliest event reported): August 13, 2002 ------------------------------- The Stanley Works -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Connecticut 1-5224 06-0548860 ---------------- ------------ -------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1000 Stanley Drive, New Britain, Connecticut 06053 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(860) 225-5111 Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Exhibit Index is located on Page 4 Page 1 of 7 Pages Item 5. Other Events. ------------- In a Press Release attached to this 8-K, the company announced that its Chairman and Chief Executive Officer, John M. Trani, and its Vice President and Chief Financial Officer, James M. Loree, by sworn statements to the U.S. Securities and Exchange Commission (SEC), today affirmed the accuracy of Stanley's Form 10-K report for 2001, Form 10-Q reports for the first and second quarters of 2002, Form 8-K reports filed during 2002 and the company's 2002 proxy statement to shareowners. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) 20(i) Press Release dated August 13, 2002. 20(ii) Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. 20(iii) Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. Page 2 of 7 Pages SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE STANLEY WORKS Date: August 13, 2002 By: /s/ Bruce H. Beatt -------------------------------------------------- Name: Bruce H. Beatt Title: Vice President, General Counsel and Secretary Page 3 of 7 Pages EXHIBIT INDEX Current Report on Form 8-K Dated August 13, 2002 Exhibit No. Page ----------- ---- 20(i) 5 20(ii) 6 20(iii) 7 Page 4 of 7 Pages Exhibit 20(i) FOR IMMEDIATE RELEASE Stanley Works Executive Officers File Sworn Statements With the Securities and Exchange Commission New Britain, Connecticut, August 13, 2002. . . The Stanley Works (NYSE: SWK) announced that its Chairman and Chief Executive Officer, John M. Trani, and its Vice President and Chief Financial Officer, James M. Loree, by sworn statements to the U.S. Securities and Exchange Commission (SEC), today affirmed the accuracy of Stanley's Form 10-K report for 2001, Form 10-Q reports for the first and second quarters of 2002, Form 8-K reports filed during 2002 and the company's 2002 proxy statement to shareowners. These actions are in response to a June 27, 2002, order by the SEC requiring approximately 950 companies to certify the accuracy of financial reports. These certifications have been posted on The Stanley Works web site, and may be accessed at www.stanleyworks.com. Mr. Trani and Mr. Loree also filed the unqualified certificates required by the Sarbanes-Oxley Act of 2002 certifying the financial information included in The Stanley Works Form 10-Q for the quarter ended June 29, 2002. The Stanley Works, an S&P 500 company, is a worldwide supplier of tools, hardware and doors for professional, industrial and consumer use. ################# Contact: Gerard J. Gould Vice President, Investor Relations (860) 827-3833 ggould@stanleyworks.com The Stanley Works corporate press releases are available on the company's corporate web site at http://www.stanleyworks.com. Click on "Investor Relations" and then on "News Releases". Page 5 of 7 Pages Exhibit 20(ii) STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, John M. Trani, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Stanley Works, and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of The Stanley Works. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * Form 10-K of The Stanley Works filed February 22, 2002; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Stanley Works filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. /s/ John M. Trani --------------------- Subscribed and sworn to before me John M. Trani this 13th day of August, 2002. Date: 8/13/02 /s/ Joyce A. Griffin -------------------------------------- Notary Public My Commission Expires: 10/31/04 Page 6 of 7 Pages Exhibit 20(iii) STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James M. Loree, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Stanley Works, and, except as corrected or supplemented in a subsequent covered report: * no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and * no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of The Stanley Works. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": * Form 10-K of The Stanley Works filed February 22, 2002; * all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Stanley Works filed with the Commission subsequent to the filing of the Form 10-K identified above; and * any amendments to any of the foregoing. /s/ James M. Loree --------------------------- Subscribed and sworn to before me James M. Loree this 13th day of August, 2002. Date: 8/13/02 /s/ Joyce A. Griffin -------------------------------------- Notary Public My Commission Expires: 10/31/04 Page 7 of 7 Pages