0000093556-95-000011.txt : 19950914 0000093556-95-000011.hdr.sgml : 19950914 ACCESSION NUMBER: 0000093556-95-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950912 EFFECTIVENESS DATE: 19951001 SROS: NYSE 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: 033-62567 FILM NUMBER: 95573143 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 1990 STOCK OPTION 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 3,500,000 $44.625 $156,187,500 $53,857.76 * 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. ***Pursuant to General Instruction E of Form S-8, the Filing Fee is paid only with respect to the additional 3,500,000 shares being registered hereby.
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 1990 Stock Option Plan. INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT BY REFERENCE This Registration Statement relates to a Registration Statement on Form S-8, File No. 33-39553, covering 2,675,000 shares of the Company's Common Stock to be issued under The Stanley Works 1990 Stock Option Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 3,500,000 shares of Common Stock to be sold pursuant to The Stanley Works 1990 Stock Option Plan. The contents of the prior Registration Statement on Form S-8, File No. 33-39553, are incorporated herein by reference. 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). 2. 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 3. 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 1990 Stock Option Plan, as amended. 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 4. 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 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 incorporatd 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 jurisdicton 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 1990 Stock Option Plan, as amended. 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 1990 Stock Option 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 an additional 3,500,000 shares of its Common Stock, $2.50 par value per share offered under The Stanley Works 1990 Stock Option 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 1990 Stock Option 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 1990 STOCK OPTION PLAN ARTICLE I. PURPOSE AND SCOPE OF THE PLAN 1.01 PURPOSE. The purpose of The Stanley Works 1990 Stock Option Plan (the "Plan") is to promote the long-term success of The Stanley Works and its subsidiaries by providing financial incentives to key employees who are in a position to make significant contributions toward such success. The Plan is designed to attract and retain key employees and to encourage them to acquire a proprietary interest in the Company and thereby to increase their personal interest in the long-term success of the Company. 1.02 DEFINITIONS. Unless the context clearly indicates otherwise, the following terms have the meanings set forth below: "Board of Directors" or "Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Compensation and Organization Committee of the Board, no member of which shall be an Employee. "Common Stock" means the common stock of the Company, par value $2.50 per share. "Company" means The Stanley Works, a Connecticut corporation. "Disability", as applied to a Grantee, means permanent and total disability as defined in Section 22(e)(3) of the Code. "Employee" means any full-time employee of the Company or any of its subsidiaries, as defined in Section 424(f) of the Code. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" means the mean average of the high and the low price of a share of the Common Stock as quoted on the New York Stock Exchange Composite Tape on the date as of which fair market value is to be determined or, if there is no trading of Common Stock on such date, such mean average of the high and the low price on the next preceding date on which there was such trading. "Grant Date", as used with respect to a particular Option, means the date on which such Option is granted by the Committee pursuant to the Plan. "Grantee" means an individual to whom an Option has been granted by the Committee pursuant to the Plan. "Immediate family members" of a Grantee means the Grantee's children, grandchildren and spouse. "Key Employee" means any Employee who, in the judgment of the Committee, is in a position to contribute significantly to the growth and prosperity of the Company. "Option" means an option, granted by the Committee pursuant to Article II, to purchase shares of Common Stock. "Incentive Stock Option" means an Option that qualifies as an Incentive Stock Option as described in Section 422 of the Code. "Non-Qualified Stock Option" means any Option other than an Incentive Stock Option. "Option Period" means the period beginning on the Grant Date and ending the day prior to the tenth anniversary of the Grant Date. "Plan" means The Stanley Works 1990 Stock Option Plan as amended from time to time. "Retirement", as applied to an Employee, shall have the meaning provided under the qualified pension plan applicable to such Employee. 1.03 AGGREGATE LIMITATION. (a) The aggregate number of shares of Common Stock with respect to which Options may be granted shall not exceed 6,175,000 shares, subject to adjustment in accordance with Section 3.04. No participant may receive, under the Plan, for any Calendar Year Options the aggregate of which shall exceed 50,000 shares, which is .8% of the shares authorized for issuance hereunder. (b) Any shares of Common Stock to be delivered by the Company upon the exercise of Options shall be issued from the Company's authorized but unissued shares of Common Stock or from shares of Common Stock held in the treasury, at the discretion of the Board. (c) In the event that any Option expires, lapses or otherwise terminates prior to being fully exercised, any share of Common Stock allocable to the unexercised portion of such Option may again be made subject to an Option. 1.04 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Committee, which shall determine Key Employees of the Company to whom, and the times at which, Options shall be granted and the number of shares of Common Stock to be subject to each such Option and the terms of such awards, and the waiver or acceleration thereof, taking into account the nature of the services rendered by the Employee, the Employee's potential contribution to the long-term success of the Company and such other factors as the Committee in its discretion shall deem relevant. The Committee shall have the power to interpret the Plan and establish rules and regulations relating to it, to prescribe the terms and provisions of agreements for the grant of Options, to accelerate the exercisability or vesting of all or any portion of any Option or to extend the period during which an Option is exercisable and to make all other determinations necessary or advisable in order to administer the Plan. 1.05 EFFECTIVE DATE AND DURATION OF PLAN. The Plan became effective upon its adoption by the Board and was approved by the shareholders of the Company on April 17, 1991. Unless previously terminated by the Board, the Plan shall terminate, as to any shares as to which Options have not theretofore been granted, on the tenth anniversary of its adoption by the Board. The amendments to the Plan contained in Sections 1.02, 1.03, 1.04, 2.02(f), 2.02(g) and 2.02(h) are effective upon adoption by the Board only to grants of Options occurring on or after October 26, 1994, provided that such amendments to the Plan and any grant of Options after that date are subject to the approval of such amendments to the Plan by the Shareholders of the Company. ARTICLE II. STOCK OPTIONS 2.01 GRANT OF OPTIONS. Key Employees shall be eligible to receive Options under the Plan. Directors who are not Employees shall not be eligible to receive Options. Each Option shall be exercisable from time to time during such periods and in such manner and number of shares as determined by the Committee and set forth in the Agreement evidencing such Option, provided that no Option granted under the Plan to a person subject to the requirements of Section 16 of the Exchange Act shall be exercisable in whole or in part prior to the expiration of six (6) months from its Grant Date. The date of exercise shall be the date on which payment is received by the Company. The term of each Option shall be determined by the Committee, but in no event shall the term of an Option exceed ten (10) years. 2.02 OPTION REQUIREMENTS. (a) Each Option shall be designated as an Incentive Stock Option or a Non-Qualified Stock Option and shall be evidenced by a written instrument specifying the number of shares of Common Stock that may be purchased by its exercise and containing such terms and conditions consistent with the Plan as the Committee may determine. (b) An Option shall not be granted on or after the tenth anniversary of the date upon which the Plan is adopted by the Board or, if earlier, the tenth anniversary of the date upon which the Plan is approved by the shareholders of the Company. (c) An Option shall not be exercisable after the expiration of the Option Period. (d) The Committee may provide, in the instrument evidencing an Option, for the lapse of the Option, prior to the expiration of the Option Period, upon the occurrence of any event specified by the Committee. (e) The option price per share of Common Stock shall not be less than the Fair Market Value of a share of Common Stock on the Grant Date. (f) An Option shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined in the Code, and, during the Grantee's lifetime, shall be exercisable only by the Grantee, except that the Committee may : (i) permit exercise, during the Grantee's lifetime, by the Grantee's guardian or legal representative; and (ii) permit transfer, upon the Grantee's death, to beneficiaries designated by the Grantee in a manner authorized by the Committee, provided that the Committee determines that such exercise and such transfer are consonant with requirements for exemption from Section 16(b) of the Exchange Act and, with respect to an Incentive Stock Option, the requirements of Section 422(b)(5) of the Code; and (iii) grant Non-Qualified Stock Options that are transferable, or amend outstanding Non-Qualified Stock Options to make them so transferable, without payment of consideration, to immediate family members of the Grantee or to trusts or partnerships for such family members, which in the case of Grantees who are subject to Section 16 of the Exchange Act shall be transferable in accordance with such transferability restrictions, if any, as may be imposed by Rule 16b-3 under the Exchange Act, as hereafter amended, if Rule 16b-3 under the Exchange Act is amended to permit restricted or unrestricted transfers of derivative securities granted under plans intended to qualify for the exemption provided by such rule, provided that any such transferred Non-qualified Stock Option shall continue to be subject to the same terms and conditions that were applicable to such Option prior to its transfer (except that such transferred Option shall not be further transferrable by the transferee inter vivos). (g) Upon the termination of a Grantee's employment by the Company or any of its subsidiaries for any reason other than death, the Grantee may exercise an Option until the earlier of the expiration of its original term or: (i) If such termination is due to Retirement, three (3) months after such termination in the case of the exercise of an Incentive Stock Option, and such period of time as determined by the Committee and set forth in the Agreement evidencing such Option in the case of the exercise of a Non-Qualified Stock Option; (ii) If such termination is due to Disability, one (1) year after such termination in the case of the exercise of an Incentive Stock Option and such period of time as determined by the Committee and set forth in the Agreement evidencing such Option in the case of the exercise of a Non-Qualified Stock Option; (iii) If such termination is for any other reason, two (2) months after such termination; and (iv) An Incentive Stock Option not exercised within three months (twelve months in the case of Disability or death) after the date of termination due to Disability, Retirement or death may be exercised within such period of time as determined by the Committee and set forth in the Agreement evidencing such Option (as the permitted period of exercise in such circumstances of a Non-qualified Stock Option) after the date of such termination but no longer will be eligible for the treatment afforded Incentive Stock Options under Section 422 of the Code. Leaves of absence for such periods and purposes conforming to the personnel policy of the Company as may be approved by the Committee shall not be deemed terminations or interruptions of employment. (h) If a Grantee should die while employed by the Company or any subsidiary of the Company or after Disability or Retirement, any Option previously granted to the Grantee under this Plan may be exercised by the person designated in such Grantee's last will and testament or, in the absence of such designation, by the Grantee's estate, to the full extent that such Option could have been exercised by such Grantee immediately prior to the Grantee's death, but not later than the anniversary of the Grantee's death in the case of the exercise of an Incentive Stock Option and such period of time as determined by the Committee and set forth in the Agreement evidencing such Option in the case of the exercise of a Non-qualified Stock Option. (i) A person electing to exercise an Option shall give written notice, in such form as the Committee may require, of such election to the Company and shall tender to the Company the full purchase price of the shares of Common Stock for which the election is made. Payment of the purchase price shall be made in cash or in such other form as the Committee may approve, including shares of Common Stock valued as provided in Section 3.02 hereof or a combination of cash and/or such other form of property. 2.03 INCENTIVE STOCK OPTION REQUIREMENTS. (a) An Option designated by the Committee as an "Incentive Stock Option" is intended to qualify as an "incentive stock option" within the meaning of Subsection (b) of Section 422 of the Code and shall satisfy, in addition to the conditions of Section 2.02, the conditions set forth in this Section 2.03. (b) An Incentive Stock Option shall not be granted to an individual who, on the date of grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its parent or any subsidiary corporation. (c) The aggregate Fair Market Value, determined on the Grant Date, of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year (under all such plans of the Grantee's employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. ARTICLE III. GENERAL PROVISIONS 3.01 EXERCISE OF OPTIONS. (a) No Option may be exercised prior to the approval of the Plan by the Company's shareholders. (b) No Option may at any time be exercised with respect to a fractional share or exercised in part with respect to fewer than one hundred (100) shares. No fractional shares shall be issued and the Committee shall determine whether cash shall be paid in lieu of such fractional shares or such fractional shares shall be eliminated. (c) No shares shall be delivered pursuant to the exercise of any Option, in whole or in part, until qualified for delivery under such securities laws and regulations as the Committee may deem to be applicable thereto and until payment in full of the option price is received by the Company in cash, by check or in stock as provided in Section 3.02 hereof or, if authorized by the Committee's regulations and accomplished in accordance therewith, by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company sale or loan proceeds sufficient to pay the option price. Neither a Grantee nor such Grantee's legal representative, legatee or distributee shall be or be deemed to be a holder of any shares subject to such Option unless and until a certificate or certificates therefor is issued in his or her name or in the name of a person designated by him or her. 3.02 STOCK AS FORM OF EXERCISE PAYMENT. A Grantee may elect to use Common Stock valued at the Fair Market Value on the last business day preceding the exercise date to pay all or part of the exercise price of an Option, subject to such conditions as the Committee may impose through the adoption of rules or regulations or otherwise, provided, however, that such form of payment shall not be permitted unless at least one hundred (100) shares of Common Stock are delivered for such purpose and the shares delivered have been held by the Grantee for at least six months. 3.03 WITHHOLDING TAXES FOR AWARDS. Each Grantee exercising an Option as a condition to such exercise shall pay to the Company the amount, if any, required to be withheld from distributions resulting from such exercise under applicable Federal and State income tax laws ("Withholding Taxes"). Such Withholding Taxes shall be payable as of the date income from such exercise is includable in the Grantee's gross income for Federal 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 Common Stock, including, without limitation, the establishment of such procedures as may be necessary to comply with Rule 16b-3. 3.04 CHANGES IN COMMON STOCK. In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in corporate structure or capitalization affecting the Common Stock, such appropriate adjustment shall be made in the number, kind, option price, etc. of shares subject to Options, including appropriate adjustment in the maximum number of shares referred to in Section 1.03 of the Plan, as may be determined by the Committee. 3.05 CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control (as hereinafter defined), all Options shall become immediately exercisable in full for the remainder of their terms and Grantees shall have the right to have the Company purchase their Options for cash for a period of thirty (30) days following a Change in Control at the Acceleration Price (as hereinafter defined), provided that all Options of Grantees who are subject to the requirements of Section 16 of the Exchange Act shall be purchased for the Acceleration Price on the later of the date of the Change in Control or the date that is six months and one day after the Grant Date and, provided, further, that the Options of such Grantees shall be so purchased following the occurrence of a Change in Control as defined in Section 3.05(c)(v) hereof (i) only after receipt by the Company of a favorable no-action letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission concerning the compliance of such subparagraph with the provisions of Rule 16b-3, as amended, promulgated under the Exchange Act, or (ii) if such no-action letter has not been received at the time of such Change in Control, only during the period after such Change in Control beginning on the third business day following the date of release for publication of quarterly and annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date. (b) (1) The "Acceleration Price" is the excess over the exercise price of the highest of the following on the date of a Change in Control: (i) the highest reported sales price of a share of the Common Stock within the sixty (60) days preceding the date of a Change in Control, as reported on any securities exchange upon which the Common Stock is listed, (ii) the highest price of a share of the Common Stock reported in a Schedule 13D or an amendment thereto as paid within the sixty (60) days preceding the date of the Change in Control, (iii) the highest tender offer price paid for a share of the Common Stock, and (iv) any cash merger or similar price paid for a share of the Common Stock. (2) For Incentive Stock Options, the Acceleration Price is limited to the spread between the Fair Market Value on the date of exercise and the option price. (c) A "Change in Control" is the occurrence of any one of the following events: (i) any "person," as such term is defined in Section 3(a)(9) and modified and used in Sections 13(d) and 14(d) of the Exchange Act (other than a Grantee, the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company (or of any subsidiary of the Company), or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; (ii) during any period of two consecutive years individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), (iv) or (v) of this definition) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (with the exceptions specified in clause (i) of this definition) acquires 25% or more of the combined voting power of the Company's then outstanding securities; (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (v) the Company consummates a merger, consolidation, stock dividend, stock split or combination, extraordinary cash dividend, exchange offer, issuer tender offer or other transaction effecting a recapitalization of the Company (or similar transaction) (the "Transaction") and, in connection with the Transaction, a Designated Downgrading occurs with respect to the unsecured general obligations of the Company (the "Securities"), as described below: (A) If the rating of the Securities by both Rating Agencies (defined hereinafter) on the date 60 days prior to the public announcement of the Transaction (a "Base Date") is equal to or higher than BBB Minus (as hereinafter defined), then a "Designated Downgrading" means that the rating of the Securities by either Rating Agency on the effective date of the Transaction (or, if later, the earliest date on which the rating shall reflect the effect of the Transaction) (as applicable, the "Transaction Date") is equal to or lower than BB Plus (as hereinafter defined); if the rating of the Securities by either Rating Agency on a Base Date is lower than BBB Minus, then a "Designated Downgrading" means that the rating of the Securities by either Rating Agency on the Transaction Date has decreased from the rating by such Rating Agency on the Base Date. In determining whether the rating of the Securities has decreased, a decrease of one gradation (+ and - for S&P and 1, 2 and 3 for Moody's, or the equivalent thereof by any substitute rating agency referred to below) shall be taken into account; (B) "Rating Agency" means either Standard & Poor's Corporation or its successor ("S&P") or Moody's Investor Service, Inc. or its successor ("Moody's"); (C) "BBB Minus" means, with respect to ratings by S&P, a rating of BBB- and, with respect to ratings by Moody's, a rating of Baa3, or the equivalent thereof by any substitute agency referred to below; (D) "BB Plus" means, with respect to ratings by S&P, a rating of BB+ and, with respect to ratings by Moody's, a rating of BBB3, or the equivalent thereof by any substitute agency referred to below; (E) The Company shall take all reasonable action necessary to enable each of the Rating Agencies to provide a rating for the Securities, but, if either or both of the Rating Agencies shall not make such a rating available, a nationally-recognized investment banking firm shall select a nationally-recognized securities rating agency or two nationally-recognized securities rating agencies to act as substitute rating agency or substitute rating agencies, as the case may be. 3.06 ADDITIONAL CONDITIONS. Any shares of Common Stock issued or transferred under any provision of the Plan may be issued or transferred subject to such conditions (including, without limitation, restrictions on transferability), in addition to those specifically provided in the Plan, as the Committee may impose. 3.07 NO RIGHT TO EMPLOYMENT. 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. 3.08 LEGAL RESTRICTIONS. The Company will not be obligated to issue shares of Common Stock or make any payment if counsel to the 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 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. 3.09 NO RIGHTS AS SHAREHOLDERS. No Grantee, and no beneficiary or other person claiming through a Grantee, shall have any interest in any shares of Common Stock allocated for the purposes of the Plan or subject to any Option until such shares of Common Stock shall have been transferred to the Grantee or such person. Furthermore, the existence of the Options 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 or transfer of any part of its assets or business; or any other corporate act, whether of a similar character or otherwise. 3.10 CHOICE OF LAW. 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. 3.11 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN. The Board may at any time terminate, suspend or amend the Plan; however, no such amendment shall, without the approval of the shareholders of the Company: (i) increase the aggregate number of shares which may be issued in connection with Options; (ii) change the Option exercise price; (iii) increase the maximum period during which Options may be exercised; (iv) extend the effective period of the Plan; or (v) materially modify the requirements as to eligibility for participation in the Plan.