UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-A/A
(Amendment
No. 5)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(B) OR 12 (G) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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THE
STANLEY WORKS
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(Exact
Name of Registrant as Specified in Its Charter)
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Connecticut
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06-0548860
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(State
of Incorporation or Organization)
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(IRS
Employer Identification No.)
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1000
Stanley Drive
New
Britain, Connecticut
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06053
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(Address
of Principal Executive Offices)
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(Zip
Code)
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [
X
]
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If
this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box.: [__]
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Securities
Act registration statement file number to which this form
relates:
None
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
to be so
Registered
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Name
of Each Exchange on Which
Each Class is to be
Registered
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Depositary
Preferred Stock Purchase Rights
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New
York Stock Exchange
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Securities
to be registered pursuant to Section 12(g) of the Act:
None
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The Stanley Works (the "Company")
hereby amends its registration statement on Form 8-A filed with the Securities
and Exchange Commission on March 24, 1986 (the "Form 8-A"), as
follows:
Item
1.
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Description
of the Registrant's Securities to be
Registered.
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Item
1 to the Form 8-A is hereby amended and supplemented by adding the
following:
On
December 22, 2009, the Company filed a Certificate of Amendment to its Restated
Certificate of Incorporation (the "Certificate of Amendment") classifying
1,100,000 shares of Preferred Stock into Series A Junior Participating Preferred
Stock (the "Preferred Classification") in order to ensure the availability of
sufficient shares of Series A Junior Participating Preferred Stock to permit the
full exercise of Rights under the Rights Agreement, dated as of January 19, 2006
(the "Rights Agreement"), between the Company, and Computershare Investor
Services L.L.C., as Rights Agent (the “Rights Agent”) after taking into account
the anticipated issuance of additional shares of Common Stock in connection with
the previously announced merger transaction involving the Company and The Black
& Decker Corporation. A copy of the Certificate of Amendment is
attached hereto as Exhibit 4.3 and is incorporated by reference
herein.
In
connection with the Preferred Classification, on December 21, 2009, the Company
entered into Amendment No. 1 ("Amendment No. 1") to the Rights Agreement so that
the Rights Agreement and Exhibit A thereto will reflect the aggregate number of
shares of Series A Junior Participating Preferred Stock reserved for
issuance.
Copies
of the Rights Agreement and Amendment No. 1 are attached hereto as Exhibits 4.1
and 4.2 and are incorporated herein by reference.
Item 2 to the Form 8-A is hereby
amended and supplemented by adding the following:
Exhibit
4.1
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Rights
Agreement, dated as of January 19, 2006, between the Company, and the
Rights Agent. (Incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K/A, filed February 22, 2006)
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Exhibit
4.2
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009, between t
he Company and the Rights
Agent.
(Incorporated by reference to Exhibit 4.2 to the
Company's Form 8-K, filed December 22, 2009)
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Exhibit
4.3
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Certificate
of Amendment to the Restated Certificate of Incorporation of the
Company. (Incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K, filed December 22,
2009)
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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.
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THE
STANLEY WORKS
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By:
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/s/
Bruce H. Beatt
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Name:
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Bruce
H. Beatt
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Title:
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Vice
President, General Counsel and
Secretary
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Dated:
December 22, 2009
INDEX
TO EXHIBITS
Exhibit
4.1
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Rights
Agreement, dated as of January 19, 2006, between the Company, and the
Rights Agent. (Incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K/A, filed February 22, 2006)
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Exhibit
4.2
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Amendment
No. 1 to Rights Agreement, dated as of December 21, 2009, between t
he Company and the Rights
Agent.
(Incorporated by reference to Exhibit 4.2 to the
Company's Form 8-K, filed December 22, 2009)
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Exhibit
4.3
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Certificate
of Amendment to the Restated Certificate of Incorporation of the
Company. (Incorporated by reference to Exhibit 4.1 to the
Company's Form 8-K, filed December 22
2009)
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