-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PDBXR9deZjtw/inQBkSZrpr7rU/gSHmbCKfE5m5l7DokC5mlvXI83tzSC9IZtJnt qM5gSwdtSqv17tLmwCZ5jQ== 0000915656-99-000060.txt : 19991214 0000915656-99-000060.hdr.sgml : 19991214 ACCESSION NUMBER: 0000915656-99-000060 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991213 EFFECTIVENESS DATE: 19991213 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: 0102 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-55663 FILM NUMBER: 99773668 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 8062255111 MAIL ADDRESS: STREET 1: 1000 STANLEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06053 S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1999 SECURITIES AND EXCHANGE COMMISSION NO. 33-55663 WASHINGTON, DC 20549 Post-Effective Amendment No. 3 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ The Stanley Works (Exact Name of Registrant as Specified in Its Charter) Connecticut (State or Other Jurisdiction of Incorporation or Organization) 06-0548860 (I.R.S. Employer Identification No.) 1000 Stanley Drive New Britain, Connecticut 06053 (Address of Principal Executive Offices) (Zip Code) Stanley Account Value 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) (860) 225-5111 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE ** ** No additional registration fee is due because no additional shares are being registered. This Registration Statement covers interests in the Plan and additional shares of Common Stock purchased in accordance with and issuable under the Plan. Pursuant to Rule 416(c), this Registration Statement covers an indeterminate number of interests to be offered or sold pursuant to the Plan described herein. This Registration Statement also pertains to Depository Stock Purchase Rights of the Registrant which are attached to the Common Stock. PAGE 2 This Post-Effective Amendment Number 3 shall hereafter become effective in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended. EXPLANATORY NOTE This Post-Effective Amendment No. 3 to Registration Statement No. 33-55663 is being filed in order to remove Exhibits 99 through 99.4. The contents of Registration Statement No. 33-55663 are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS (See Item 9, paragraph 4) 4.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit (3)(i) to the Annual Report on Form 10-K for fiscal year ended January 2, 1999). 4.2 By-laws (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q for the quarter ended July 4, 1998). 4.3 Indenture, dated as of April 1, 1986 between the Company and State Street Bank and Trust Company, as successor trustee, defining the rights of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-4344 filed March 27, 1986). 4.4 First Supplemental Indenture, dated as of June 15, 1992 between the Company and State Street Bank and Trust Company, as successor trustee(incorporated by reference to Exhibit (4)(c) to Registration Statement No. 33-46212 filed July 21, 1992). (a) Certificate of Designated Officers establishing Terms of 7-3/8% Notes Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to Current Report on Form 8-K dated December 7, 1992). (b) Certificate of Designated Officers establishing Terms of 5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit (4)(ii)(b) to Annual Report on Form 10-K for the fiscal year ended January 2, 1999). 4.5 Rights Agreement, dated January 31, 1996 (incorporated by reference to Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996). PAGE 3 4.6 (a) Amended and Restated Facility A (364 Day) Credit Agreement, dated as of October 23, 1996, with the banks named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv) to the Annual Report on Form 10-K for the year ended December 28, 1996). (b) Credit Agreement, dated as of October 21, 1998, among the Company, the Lenders named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv)(c) to the Quarterly Report on Form 10-Q for the quarter ended October 3, 1998). 4.7 Amended and Restated Facility B (Five Year) Credit Agreement, dated as of October 23, 1996, with the banks named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(v) to the Annual Report on Form 10-K for the year ended December 28, 1996) 5.1 Opinion of Tyler Cooper & Alcorn dated September 28, 1994 with respect to the legality of the Common Stock (and associated Stock Purchase Rights) (previously filed with Registration Statement No. 33-55663). 23.1 Consent of Independent Auditors dated September 23, 1994 (incorporated by reference to Exhibit 5.1). 23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5.1). 24 Manually signed copy of power of attorney authorizing the signing of the Registration Statement and amendments thereto on behalf of the Registrant's directors (previously filed with Registration Statement No. 33-55663). 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 November 23, 1999. THE STANLEY WORKS By: /s/ John M. Trani John M. Trani 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. PAGE 4 NAME TITLE DATE /s/ John M. Trani John M. Trani Chairman, November 23, 1999 Chief Executive Officer, and Director /s/ James M. Loree James M. Loree Chief Financial Officer November 23, 1999 /s/ Theresa F. Yerkes Theresa F. Yerkes Vice President and Controller November 23, 1999 (and Chief Accounting Officer) * Stillman B. Brown Director November __, 1999 * Edgar R. Fielder Director November __, 1999 * James G. Kaiser Director November __, 1999 * Eileen S. Kraus Director November __, 1999 * Hugo E. Uyterhoeven Director November __, 1999 * Walter W. Williams Director November __, 1999 * By:/s/ Stephen S. Weddle November 22, 1999 Stephen S. Weddle (As Attorney-in-Fact) PAGE 5 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the Stanley Account Value Plan 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 November 22, 1999. THE STANLEY WORKS (as Plan Administrator) By:/s/ Stephen S. Weddle Stephen S. Weddle Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Page 4.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit (3)(i) to the Annual Report on Form 10-K for fiscal year ended January 2, 1999). 4.2 By-laws (incorporated by reference to Exhibit 3(i) to the Quarterly Report on Form 10-Q for the quarter ended July 4, 1998). 4.3 Indenture, dated as of April 1, 1986 between the Company and State Street Bank and Trust Company, as successor trustee, defining the rights of holders of 7-3/8% Notes Due December 15, 2002 and 5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-4344 filed March 27, 1986). 4.4 First Supplemental Indenture, dated as of June 15, 1992 between the Company and State Street Bank and Trust Company, as successor trustee(incorporated by reference to Exhibit (4)(c) to Registration Statement No. 33-46212 filed July 21, 1992). (a) Certificate of Designated Officers establishing Terms of 7-3/8% Notes Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to Current Report on Form 8-K dated December 7, 1992). (b) Certificate of Designated Officers establishing Terms of 5.75% Notes Due March 1, 2004 (incorporated by reference to Exhibit (4)(ii)(b) to Annual Report on Form 10-K for the fiscal year ended January 2, 1999). PAGE 6 4.5 Rights Agreement, dated January 31, 1996 (incorporated by reference to Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996). 4.6 (a) Amended and Restated Facility A (364 Day) Credit Agreement, dated as of October 23, 1996, with the banks named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv) to the Annual Report on Form 10-K for the year ended December 28, 1996). (b) Credit Agreement, dated as of October 21, 1998, among the Company, the Lenders named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(iv)(c) to the Quarterly Report on Form 10-Q for the quarter ended October 3, 1998). 4.7 Amended and Restated Facility B (Five Year) Credit Agreement, dated as of October 23, 1996, with the banks named therein and Citibank, N.A. as agent (incorporated by reference to Exhibit 4(v) to the Annual Report on Form 10-K for the year ended December 28, 1996) 5.1 Opinion of Tyler Cooper & Alcorn dated September 28, 1994 with respect to the legality of the Common Stock (and associated Stock Purchase Rights) (previously filed with Registration Statement No. 33-55663). 23.1 Consent of Independent Auditors dated September 23, 1994 (incorporated by reference to Exhibit 5.1). 23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to Exhibit 5.1). 24 Manually signed copy of power of attorney authorizing the signing of the Registration Statement and amendments thereto on behalf of the Registrant's directors (previously filed with Registration Statement No. 33-55663). -----END PRIVACY-ENHANCED MESSAGE-----