S-8 POS

As filed with the Securities and Exchange Commission on October 23, 2014

Registration No. 033-62565

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STANLEY BLACK & DECKER, INC.

(Exact Name of Registrant as Specified in Its Charter)

Connecticut	1000 Stanley Drive New Britain, Connecticut 06053	06-0548860
(State or Other Jurisdiction of Incorporation or Organization)	(Address of Principal Executive Offices Including Zip Code)	(I.R.S. Employer Identification No.)

Stanley Black & Decker Employee Stock Purchase Plan

(formerly The Stanley Works Employee Stock Purchase Plan)

(Full Title of the Plan)

Bruce H. Beatt, Esquire

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

(860) 225-5111

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

On April 17, 1996, the Board of Directors of Stanley Black & Decker, Inc., a Connecticut corporation (formerly The Stanley Works, and herein referenced as the “Registrant”), declared a two-for-one common stock split (the “Stock Split”) effected by the distribution of one additional share of the Registrant’s common stock, par value $2.50 per share (the “Common Stock”) for each share of Common Stock then outstanding. Such distribution was made on or about June 3, 1996 to shareholders of record as of May 13, 1996. Pursuant to Rule 416(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby amends its registration statement on Form S-8 (Registration No. 033-62565), filed on September 12, 1995 (the “Registration Statement”), to reflect that, as a result of the Stock Split, the number of shares of Common Stock registered for issuance under the Stanley Black & Decker Employee Stock Purchase Plan (formerly The Stanley Works Employee Stock Purchase Plan), as amended (the “Plan”), increased from 3,000,000 to 6,000,000. Such Registration Statement is further amended to reflect that, in accordance with Rule 416(a) of the Securities Act, the number of shares of Common Stock registered shall include such additional shares of Common Stock that may be issued from time to time under the Plan as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(1) Annual Report on Form 10-K for the fiscal year ended December 28, 2013;

(2) Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014

(3) Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014;

(4) Current Reports on Form 8-K, filed with the Commission on April 17, 2014 and October 6, 2014;

(5) the description of the Common Stock contained in the Registrant’s registration statement on Form 8-A, filed with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 1, 1985, and any amendment or report filed for the purpose of updating such description (including the amendment filed on March 12, 2010); and

(6) the description of the rights associated with the Common Stock contained in the Registrant’s registration statement on Form 8-A/A, filed with the Commission on July 23, 2004, and any amendment or report filed for the purpose of updating such description (including the amendment filed on December 22, 2009).

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

The validity of the Common Stock being registered pursuant to this Registration Statement has been passed upon by Bruce H. Beatt, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Beatt holds options to purchase the Registrant’s Common Stock, owns shares of the Registrant’s Common Stock and is a participant in the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Connecticut Business Corporations Act. Sections 33-770 through 33-776 of the Connecticut Business Corporation Act provide that a corporation in Stanley Black & Decker, Inc.’s circumstances may indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred by him, including attorneys’ fees, for actions brought against him in his capacity as a director or officer, when it is determined by certain disinterested parties that he acted in good faith in a manner he reasonably believed to be in the corporation’s best interest (or in the case of conduct not in his official capacity, at least not opposed to the best interests of the corporation). In any criminal action or proceeding, it also must be determined that the director or officer had no reasonable cause to believe that his conduct was unlawful. The director or officer must be indemnified when he is wholly successful on the merits or otherwise in the defense of a proceeding or in circumstances where a court determines that he is entitled to indemnification or that it is fair and reasonable that the director or officer be indemnified. In connection with shareholder derivative suits, the director or officer may not be indemnified except for reasonable expenses incurred in connection with the proceeding (and then only if it is determined that he met the relevant standard of conduct described above), subject, however, to courts’ power under Section 33-774 to order indemnification. Unless ordered by a court under Section 33-774, a corporation may not indemnify a director with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not he was acting in his official capacity.

Certificate of Incorporation and Bylaws. The Stanley Black & Decker, Inc. Certificate of Incorporation provides that no director of Stanley Black & Decker, Inc. will be personally liable to Stanley Black & Decker, Inc. or any of its shareholders for monetary damages in an amount greater than the compensation received by that director for serving Stanley Black & Decker, Inc. during the year of the violation to the extent permitted by applicable law, which permits such limitation provided that such violation must not involve a knowing and culpable violation of law, enable the director or an affiliate to receive an improper personal gain, show a lack of good faith and a conscious disregard for the director’s duty to the corporation, amount to an abdication of the director’s duty to the corporation, or create liability for an unlawful distribution. Our bylaws also provide for the indemnification of directors and officers to the extent permitted by applicable law.

Directors & Officers Insurance. Stanley Black & Decker, Inc. has purchased insurance providing officers and directors of Stanley Black & Decker, Inc. (and their heirs and other legal representatives) coverage against certain liabilities arising from any negligent act, error, omission or breach of duty claimed against them solely by reason of their being such officers and directors, and providing coverage for Stanley Black & Decker, Inc. against its obligation to provide indemnification as required by the above-described statute.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits to this Registration Statement are listed in the Exhibit Index, which appears at the end of this Registration Statement and is incorporated by reference herein.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(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;

(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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, 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; and

(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.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 this 23rd day of October, 2014.

STANLEY BLACK & DECKER, INC.
By:	/s/ Bruce H. Beatt
Name:	Bruce H. Beatt
Title:	Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on this 23rd day of October, 2014.

Signature	Title
*	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
John F. Lundgren
*	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Donald Allan Jr.
*	Chief Accounting Officer (Principal Accounting Officer)
Jocelyn S. Belisle
*	Director
George W. Buckley
*	Director
Patrick D. Campbell
*	Director
Carlos M. Cardoso
*	Director
Robert B. Coutts
*	Director
Debra A. Crew
*	Director
Benjamin H. Griswold, IV
*	Director
Anthony Luiso
*	Director
Marianne Miller Parrs
*	Director
Robert L. Ryan

* By:	/s/ Bruce H. Beatt
	Bruce H. Beatt Attorney-in-Fact

EXHIBIT INDEX

3.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2010).
3.2	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2010).
3.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(iii) to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2010).
3.4	Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November 9, 2010).
3.5	Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2012).
3.6	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 16, 2013).
4.1	Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 dated November 6, 2003).
4.2 (a)	Rights Agreement, dated as of January 19, 2006, between the Registrant and Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A dated February 22, 2006).
(b)	Amendment No. 1 dated as of December 21, 2009 to the Rights Agreement, dated as of January 19, 2006, between The Stanley Works and the Computershare Investor Services L.L.C. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated December 21, 2009).
5.1*	Opinion of Bruce H. Beatt as to legality (Connecticut Law Opinion).
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3*	Consent of Bruce H. Beatt (included in Exhibit 5.1).
24.1*	Stanley Black & Decker, Inc. Power of Attorney.

* Filed herewith.

EX-5.1

Exhibit 5.1

[Letterhead of Stanley Black & Decker, Inc.]

October 23, 2014

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

Re: Stanley Black & Decker, Inc. Post-Effective Amendment No. 1

on Form S-8 Registration Statement

Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of Stanley Black & Decker, Inc., a Connecticut corporation (the “Corporation”), and have assisted the Corporation in connection with the filing by the Corporation of a Post-Effective Amendment on Form S-8 to the Registration Statement (the “Registration Statement Amendment”) relating to the registration of shares of the Corporation’s common stock, par value $2.50 per share (the “Common Stock”), relating to the Stanley Black & Decker Employee Stock Purchase Plan (formerly The Stanley Works Employee Stock Purchase Plan), as amended (the “Plan”). On or about June 3, 1996, the Corporation effected a two-for-one common stock split (the “Stock Split”) of the Common Stock by means of the distribution of one additional share of Common Stock for each share of Common Stock then outstanding. As a result of the Stock Split, the Corporation approved the number of shares of Common Stock authorized for issuance under the Plan be increased from 3,000,000 to 6,000,000. This opinion is delivered in connection with the registration of the additional 3,000,000 shares of Common Stock (the “Shares”) that were authorized under the Plan.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Stanley Black & Decker, Inc.

October 23, 2014

Page 2

In rendering the opinions set forth herein, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Corporation’s Registration Statement on Form S-8 (Registration No. 033-62565), filed with the Securities and Exchange Commission (the “Commission”) on September 12, 1995; (ii) a draft of the Registration Statement Amendment to be filed with the Commission on the date hereof; (iii) a specimen certificate representing the Common Stock; (iv) the Restated Certificate of Incorporation of the Corporation, as amended to date and currently in effect; (v) the Amended and Restated By-Laws of the Corporation, as amended to date and currently in effect; (vi) the Plan and (vii) certain resolutions of the Board of Directors dated April 17, 1996 approving the Stock Split and the adjustments to the shares of Common Stock authorized under the Plan. I also have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Corporation and such agreements, certificates of public officials, certificates of officers or other representatives of the Corporation and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making my examination of executed documents, I have assumed that the parties thereto, other than the Corporation, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Corporation and others and of public officials.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that when (i) the Registration Statement Amendment becomes effective under the Securities Act; and (ii) the Shares have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of such Shares will have been duly authorized and such Shares will be validly issued, fully paid and nonassessable.

I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinions expressed herein after the date hereof.

Stanley Black & Decker, Inc.

October 23, 2014

Page 3

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement Amendment. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Bruce H. Beatt

Bruce H. Beatt

Senior Vice President, General Counsel and Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Form S-8 (Form S-8) pertaining to the Stanley Black & Decker Employee Stock Purchase Plan of our report dated February 20, 2014, except for Note P for which the date is October 6, 2014, with respect to the consolidated financial statements and schedule of Stanley Black & Decker, Inc. and subsidiaries (the “Company”) as of December 28, 2013 and December 29, 2012 and for each of the three fiscal years in the period ended December 28, 2013, included in its Current Report (Form 8-K) dated October 6, 2014; and our report dated February 20, 2014, with respect to the effectiveness of internal control over financial reporting of the Company included in its Annual Report (Form 10-K) for the year ended December 28, 2013, both filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Hartford, Connecticut

October 23, 2014

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each of the undersigned officers and/or directors of Stanley Black & Decker, Inc., a Connecticut corporation (the “Registrant”), does hereby make, constitute and appoint each of Bruce H. Beatt and Donald J. Riccitelli, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to execute (a) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), concerning the Registrant’s common stock, par value $2.50 per share, to be offered in connection with the Stanley Black & Decker Employee Stock Purchase Plan (formerly The Stanley Works Employee Stock Purchase Plan), as amended, (b) any and all amendments and supplements to the Form S-8 Registration Statement, including post-effective amendments, and any additional registration statement pursuant to Rule 462(b) under the Securities Act and (c) other instruments necessary or appropriate in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done, and to take or cause to be taken any and all such further actions in connection with such registration statement as such attorney-in-fact and agent, in his or her sole discretion, deems necessary or appropriate, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this power of attorney has been signed by the following persons in the capacities listed below on July 23, 2014.

Signature	Title
/s/ John F. Lundgren	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
John F. Lundgren
/s/ Donald Allan Jr.	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Donald Allan Jr.
/s/ Jocelyn Belisle	Chief Accounting Officer (Principal Accounting Officer)
Jocelyn S. Belisle
/s/ George W. Buckley	Director
George W. Buckley
/s/ Patrick D. Campbell	Director
Patrick D. Campbell
/s/ Carlos M. Cardoso	Director
Carlos M. Cardoso
/s/ Robert B. Coutts	Director
Robert B. Coutts

Signature	Title
/s/ Debra A. Crew	Director
Debra A. Crew
/s/ Benjamin H. Griswold, IV	Director
Benjamin H. Griswold, IV
/s/ Anthony Luiso	Director
Anthony Luiso
/s/ Marianne Miller Parrs	Director
Marianne Miller Parrs
/s/ Robert L. Ryan	Director
Robert L. Ryan