form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of Earliest Event
Reported): November
2, 2009
The
Stanley Works
(Exact
name of registrant as specified in its charter)
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Connecticut
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1-5244
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06-0548860
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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1000
Stanley Drive
New
Britain, Connecticut 06053
(Address
and zip code of principal executive offices)
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| 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:
[
x ] 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))
On
November 2, 2009, The Stanley Works (“Stanley ”) and The
Black & Decker Corporation (“Black &
Decker”) issued a press release
announcing the execution of the Agreement and Plan of Merger, dated as of
November 2, 2009, among Stanley, Black & Decker and Blue Jay Acquisition
Corp., a wholly owned subsidiary of Stanley.
A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
This
communication is being made in respect of the proposed merger transaction
involving Stanley , Black & Decker, and Blue Jay Acquisition
Corp. In connection with the proposed transaction, Stanley will file
with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that will include a joint proxy statement of Stanley and
Black & Decker that will also constitute a prospectus of Stanley
Works. Investors and
security holders are urged to read the joint proxy statement/prospectus and any
other relevant documents filed with the SEC when they become available, because
they will contain important information. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
and other documents (when available) that Stanley files with the SEC at the
SEC’s website at www.sec.gov and
Stanley’s website related to the transaction at
www.stanleyblackanddecker.com. In addition, these documents may be
obtained from Stanley free of charge by directing a request to Investor
Relations, The Stanley Works, 1000 Stanley Drive, New Britain, CT
06053.
Stanley, Black & Decker and certain of their respective
directors and executive officers may be deemed to be participants in the
proposed transaction under the rules of the SEC. Investors and
security holders may obtain information regarding the names, affiliations and
interests of Stanley’s directors and executive officers in Stanley’s Annual
Report on Form 10-K for the year ended January 3, 2009, which was
filed with the SEC on February 26, 2009, and its proxy statement for its
2009 Annual Meeting, which was filed with the SEC on March 20,
2009. Investors and security holders may obtain information regarding
the names, affiliations and interests of Black & Decker’s
directors and executive officers in Black & Decker’s Annual Report on
Form 10-K for the year ended December 31, 2008, which was filed
with the SEC on February 17, 2009, and its proxy statement for its 2009
Annual Meeting, which was filed with the SEC on March 16,
2009. These documents can be obtained free of charge from the sources
listed above. Additional information regarding the interests of these
individuals will also be included in the joint proxy statement/prospectus
regarding the proposed transaction when it becomes
available.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
99.1
Press release of Stanley and Black & Decker dated November 2,
2009
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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November
2, 2009
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By:
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/s/
Bruce H. Beatt
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Name:
Bruce H. Beatt
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Title:
Vice President, General Counsel and
Secretary
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Exhibit
No.
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Description
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99.1
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Press
Release of Stanley and Black & Decker dated November 2,
2009.
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