UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 12, 2010
Stanley Black & Decker, Inc.
(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
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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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) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
As previously reported under Item 2.01 of the Current Report on Form 8-K filed by Stanley Black &
Decker, Inc. (formerly known as The Stanley Works) on March 12, 2010 (the Original 8-K), pursuant
to the terms and conditions of the Agreement and Plan of Merger, dated as of November 2, 2009,
among The Stanley Works (Stanley), The Black & Decker Corporation (Black & Decker) and Blue Jay
Acquisition Corp., a wholly owned subsidiary of Stanley, was merged with and into Black & Decker,
with Black & Decker continuing as the surviving corporation and as a wholly owned subsidiary of
Stanley (the Merger). The consolidated entity resulting from the Merger is herein referred to as
Stanley Black & Decker, Inc. or the Company.
This Current Report on Form 8-K/A amends Item 9.01(b) of the Original 8-K by providing the pro
forma financial information under Item 9.01(b), which financial statements and information were not
included in the Original 8-K . The historical audited consolidated financial statements of The
Black & Decker Corporation and its subsidiaries required by this
item were included in the Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of The Stanley Works and The
Black & Decker Corporation as of and for the fiscal year ended January 2, 2010, as required
by Item 9.01(b), are filed as Exhibit 99.1 to this amendment and incorporated herein by
reference.
CAUTIONARY
STATEMENTS
Under the Private
Securities Litigation Reform Act of 1995
Statements in this Current Report on Form 8-K/A (including any exhibits hereto) that are not
historical are forward looking statements. In this context, forward-looking statements often
address the Companys expected future business and financial performance and financial condition,
and often contain words such as expect,
anticipate, intend, plan, believe, seek, see,
or will. Forward-looking statements by their nature address matters that are, to different
degrees, uncertain and subject to risk and uncertainty. The Companys ability to deliver the
results contained in such forward looking statements is based on current expectations and
involves inherent risks and uncertainties and other factors that could delay, divert, or change any
of them, and could cause actual outcomes and results to differ materially from current
expectations. In addition to the risks, uncertainties and other factors that may be discussed in
this Current Report (including in any exhibits hereto), the risks, uncertainties and other factors
that could cause or contribute to actual results differing materially from those expressed or
implied in the forward looking statements include, without limitation, those set forth under
Item 1A Risk Factors of Stanleys 2009 Annual Report on Form 10-K and in Black & Deckers 2009
Annual Report on Form 10-K, the Companys Quarterly Report on Form 10-Q for the Quarter ended April
3, 2010, and any material changes thereto set forth in any subsequent Quarterly Reports on Form
10-Q, factors set forth in the sections of Stanleys Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q entitled CAUTIONARY STATEMENTS Under the Private Securities Litigation Reform
Act of 1995, and those contained in the Companys other filings with the Securities and Exchange
Commission available at the SECs Internet site (http://www.sec.gov).
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