8-K 1 f8-k0405.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): April 5, 2004 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) Page 1 of 3 Item 5. Other Events. Institutional Shareholder Services ("ISS") requested that The Stanley Works ("Stanley") provide ISS with additional information about tax fees that Stanley reported in its March 29, 2004 Proxy Statement for its 2004 Annual Meeting of Shareholders. ISS further requested that Stanley publish this information either in a Form 8-K filing or in a press release. The following is the information we provided to ISS: FEES PAID TO INDEPENDENT AUDITORS The following table sets forth fees billed by Ernst & Young LLP for services rendered in 2003: Audit Fees $ 795,000 Audit-Related Fees 1,955,000 Tax Fees: Preparation and Compliance 584,000 ---------- Total Audit, Audit Related and Tax Preparation and Compliance Fees $3,334,000 ========== Other Non-audit Fees: Tax Fees: Planning and Consulting $2,351,000 All Other Fees -0- ---------- Total Other Fees $2,351,000 ========== TOTAL FEES $5,685,000 ========== Page 2 of 3 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: April 5, 2004 By: /s/ Bruce H. Beatt ----------------------------------- Name: Bruce H. Beatt Title: Vice President, General Counsel and Secretary Page 3 of 3