Date
of Report (Date of Earliest Event Reported):
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March
12, 2010
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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
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06053
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
225-5111
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●
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maintenance
of an EBITDA interest covenant ratio which provides for the exclusion
of certain restructuring charges and charges associated with the Merger as
well as certain adjustments to reported interest;
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a
limitation on creating liens on certain property of the Registrant and its
subsidiaries;
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a
restriction on mergers, consolidations and sales of substantially all of
the assets of the Registrant or its subsidiaries;
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a
restriction on entering into certain sale-leaseback
transactions.
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●
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The
Registrant’s 6.15% Notes due 2013 (the “Stanley 2013
Notes”);
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The
Registrant’s 4.9% Notes due 2012 (the “Stanley 2012
Notes”);
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The
Registrant’s convertible notes due 2012 (the “Stanley Convertible Notes”);
and
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The
Registrant’s 5.0% Notes due 2010 (the “Stanley 2010 Notes” and, together
with the Stanley 2013 Notes, the Stanley 2012 Notes and the Stanley
Convertible Notes, the “Stanley
Notes”).
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$300,000,000
aggregate principal amount of Black & Decker’s 5.75% Notes due 2016
(the “Black & Decker 2016 Notes”);
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$350,000,000
aggregate principal amount of Black & Decker’s 8.95% Notes due 2014
(the “Black & Decker 2014 8.95% Notes”);
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$300,000,000
aggregate principal amount of Black & Decker’s 4.75% Notes due 2014
(the “Black & Decker 2014 4.75% Notes”);
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$400,000,000
aggregate principal amount of Black & Decker’s 7.125% Notes due 2011
(the “Black & Decker 2011 Notes”); and
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$150,000,000
aggregate principal amount of 7.05% Notes due 2028 issued by Black &
Decker Holdings, LLC (formerly Black & Decker Holdings Inc.), an
indirect wholly-owned subsidiary of Black & Decker (the “Black &
Decker 144A Notes” and, together with the Black & Decker 2016 Notes,
the Black & Decker 2014 8.95% Notes, the Black & Decker 2014 4.75%
Notes and the Black & Decker 2011 Notes, the “Black &
Decker Notes”).
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Name
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Benjamin
H. Griswold, IV
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George
W. Buckley
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M. Anthony Burns |
Manuel
A. Fernandez
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Nolan D. Archibald |
Robert L. Ryan |
Name
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Position
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John
F. Lundgren
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President
& Chief Executive Officer
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Donald
Allan, Jr.
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Senior
Vice President & Chief Financial Officer
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Jeffrey
D. Ansell
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Senior
Vice President & Group Executive, Construction and
DIY
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Bruce
H. Beatt
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Senior
Vice President, General Counsel and Secretary
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D.
Brett Bontrager
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Senior
Vice President & Group Executive, Convergent Security
Solutions
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Justin
C. Boswell
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Senior
Vice President & Group Executive, Mechanical
Security
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Hubert
W. Davis, Jr.
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Senior
Vice President & Chief Information Officers/SFS
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Massimo
Grassi
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President,
Industrial & Auto Repair
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Mark
J. Mathieu
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Senior
Vice President, Human Resources
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Name
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Position
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Jaime
Ramirez
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President,
Construction & DIY, Latin America
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Ben
S. Sihota
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President,
Emerging Markets, Pacific Group
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William
Taylor
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President,
Professional Power Tools
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Michael
A. Tyll
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President,
Engineered Fastening
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John
Wyatt
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President,
Construction & DIY EMEA
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(a)
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Financial Statements of Business
Acquired
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(b)
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Pro Forma Financial
Information
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(d)
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Exhibits
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Stanley
Black & Decker, Inc.
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March 12,
2010
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By:
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/s/Bruce H. Beatt | |
Name:Bruce H. Beatt | |||
Title: Senior Vice President, General Counsel and Secretary | |||
Description
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2.1
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Agreement
and Plan of Merger dated as of November 2, 2009, among The Stanley
Works, The Black & Decker Corporation and Blue Jay
Acquisition Corp., a wholly owned subsidiary of Stanley (incorporated by
reference to Exhibit 2.1 of our Current Report on Form 8-K filed on
November 3, 2009).
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3.1
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Certificate
of Amendment to the Restated Certificate of Incorporation of Stanley Black
& Decker, Inc. dated as of March 12, 2010.
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3.2
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Amended
and Restated Bylaws of Stanley Black & Decker, Inc. dated as of March
12, 2010.
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4.1
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Second
Supplemental Indenture dated as of March 12, 2010 to the Indenture dated
as of November 1, 2002 between The Stanley Works and The Bank of New York
Mellon Trust Company, as successor trustee to JPMorgan Chase Bank,
N.A.
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4.2
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Third
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of November 16, 2006 between The Black & Decker Corporation, and
The Bank of New York, as trustee.
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4.3
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of October 18, 2004 between The Black & Decker Corporation and the
Bank of New York as trustee.
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4.4
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of June 5, 2001, between The Black & Decker Corporation and
the Bank of New York, as trustee.
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4.5
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First
Supplemental Indenture dated as of March 12, 2010, to the Indenture dated
as of June 26, 1998, by and among Black & Decker Holdings, Inc., as
issuer, The Black & Decker Corporation, as guarantor and The First
National Bank of Chicago, as trustee.
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4.6
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Indenture,
dated as of November 16, 2006, between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.6(a) |
First
Supplemental Indenture dated as of November 16, 2006, to the Indenture
dated as of November 16, 2006 between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.6(b) |
Second
Supplemental Indenture dated as of April 3, 2009, to the Indenture dated
as of November 16, 2006 between The Black & Decker Corporation and The
Bank of New York Mellon (formerly known as The Bank of New York), as
Trustee.
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4.7
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Indenture,
dated as of October 18, 2004, between The Black & Decker Corporation
and The Bank of New York Mellon (formerly known as The Bank of New York),
as trustee.
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4.8
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Indenture
dated as of June 5, 2001, by The Black & Decker Corporation with the
Bank of New York, as trustee.
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4.9
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Indenture
dated as of June 26, 1998, by and among Black & Decker Holdings, Inc.,
as issuer, The Black & Decker Corporation, as guarantor and The First
National Bank of Chicago, as trustee.
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10.1
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Executive
Chairman Agreement, dated as of November 2, 2009, among The Stanley Works
and Nolan D. Archibald (incorporated by reference to Exhibit 10.3 of our
Current Report on Form 8-K filed on November 3, 2009).
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10.2
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Second
Amended and Restated Employment Agreement, dated as of November 2, 2009,
among The Stanley Works and John F. Lundgren (incorporated by reference to
Exhibit 10.1 of our Current Report on Form 8-K filed on November 3,
2009).
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10.3
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Employment
Agreement, dated as of November 2, 2009, among The Stanley Works and James
M. Loree (incorporated by reference to Exhibit 10.2 of our Current Report
on Form 8-K filed on November 3, 2009).
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10.4
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364-Day
Credit Agreement dated as of March 12, 2010, among Stanley Black &
Decker, Inc., The Black & Decker Corporation, as Subsidiary Guarantor,
and each of the initial lenders named therein, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as Lead Arrangers and Book runners, and Bank of America,
N.A., as Syndication Agent.
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10.5
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Amendment
No. 2 to the Amended and Restated Credit Agreement among Stanley Black
& Decker (formerly known as The Stanley Works), the Lenders party
thereto and Citibank, N.A. as Agent for the Lenders.
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10.6
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The
Black & Decker 1996 Stock Option Plan, as amended and restated (filed
herewith).
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10.7
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The
Black & Decker 2003 Stock Option Plan, as amended and restated (filed
herewith).
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10.8
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The
Stanley Works Restricted Stock Unit Plan for Non-Employee Directors
amended and restated as of December 11, 2007 (incorporated by reference to
Exhibit 10(xx) to Annual Report on Form 10-K for the year ended December
29, 2007).
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23.1
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Consent
of Ernst & Young LLP independent auditor to The Black & Decker
Corporation.
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99.1
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Amended
and Restated Stanley Black & Decker, Inc. Corporate Governance
Guidelines dated as of March 12, 2010.
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99.2
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Press
release dated March 12, 2010, announcing the completion of the
Merger.
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99.3
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The
historical audited consolidated financial statements of The Black &
Decker Corporation and its subsidiaries as of the fiscal year ended
December 31, 2009.
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