8-K

 

UNITED STATES
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): January 1, 2006

The Stanley Works
__________________________________________
(Exact name of registrant as specified in its charter)

Connecticut	1-5244	06-0548860
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 1, 2006, The Stanley Works completed its acquisition of all of the shares of Facom S.A. held by Fimilac Investissement, S.A., constituting 99.99% of the outstanding shares, for a purchase price of 410 million euro. The foregoing description of the transaction is not complete and is qualified in its entirety by reference to the complete text of the Acquisition Agreement among The Stanley Works, Fimilac, S.A. and Fimilac Investissements, S.A., dated December 6, 2005, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated December 6, 2005.

A portion of the purchase price for the acquisition was funded with the net proceeds from Stanley's previously announced private placement of $450 million in principal amount of 5.902% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities. Affiliates of Citibank, N.A., and UBS Loan Finance LLC, and Williams Street Credit Corporation, which are lenders under Stanley's existing credit facility, served as the initial purchaser s in such private placement. In addition, each of the initial purchasers in such private placement, or their affiliates, have in the past performed, and may in the future from time to time perform, other lending, investment banking, financial advisory, and/or commercial banking services for the Registrant and certain of its subsidiaries and affiliates, for which services they have in the past received, and may in the future receive, customary compensation and reimbursement of expenses.

Item 8.01 Other Events.

On January 3, 2006, The Stanley Works issued a press release announcing completion of its acquisition of Facom Tools. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated January 3, 2006.

SIGNATURES

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 hereunto duly authorized.

	The Stanley Works
January 6, 2006	By:	/s/ Bruce H. Beatt
		Name: Bruce H. Beatt
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated January 3, 2006.

EX-99.1

FOR IMMEDIATE RELEASE

STANLEY COMPLETES ACQUISITION OF FACOM TOOLS

New Britain, CT, January 3, 2006 – The Stanley Works (NYSE: SWK) announced today that it has completed the acquisition of Facom Tools from Fimalac, S.A. for €410 million (approximately $485.5 million) in cash. As previously announced, the Facom acquisition is expected to be accretive to fully-diluted earnings by 10¢ per share in 2006.

(Note: Currency conversion was based on the December 30, 2005 mid-day rate of 1.1842, as published by The Federal Reserve Bank of New York.)

Contact: Gerry Gould, V. P. — Investor Relations
(860) 827-3833 or ggould@stanleyworks.com

The Stanley Works, an S&P 500 company, is a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use. More information about The Stanley Works, including corporate press releases, can be found at http://www.stanleyworks.com.

CAUTIONARY STATEMENT

Under the Private Securities Litigation Reform Act of 1995

Statements in this press release, including the expectation that the Facom transaction will be accretive to fully diluted earnings by 10 cents per share in 2006 (the “Results”), are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and involve inherent risks and uncertainties that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

The company’s ability to deliver the Results is dependent upon, among other things, (i) the ability of the company to achieve the synergies anticipated as a result of the acquisition and limit acquisition-related costs and expenses within expected ranges; (ii) the success of the company’s efforts to maintain prices in order to, among other things, offset the impact of steel and other commodity price inflation; (iii) continued improvements in productivity and cost reductions; and (iv) the absence or mitigation of increased pricing pressures from customers and competitors and the ability to defend market share in the face of price competition.

The company’s ability to achieve the Results will also be affected by external factors including pricing pressure and other changes within competitive markets, the continued consolidation of customers particularly in consumer channels, inventory management pressures on the company’s customers, increasing competition, changes in trade, monetary, tax and fiscal policies and laws, inflation, currency exchange fluctuations, the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and the company’s debt program, the strength of the U.S. economy and the impact of events that cause or may cause disruption in the company’s installation, distribution and sales networks such as weather conditions, war, terrorist activities, political unrest and recessionary or expansive trends in the economies of the world in which the company operates.

The company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof.