As filed with the Securities and Exchange Commission on July 28, 2004.
Registration No. 333-117607
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________
THE STANLEY WORKS
(Exact name of Registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
____________
1000 Stanley Drive
New Britain, Connecticut 06053
(860) 225-5111
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
__________
Bruce H. Beatt, Esq.
Vice President, General Counsel and Secretary
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: (860) 225-5111
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000
________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
AS DETERMINED BY THE REGISTRANT
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS INCLUDED IN THIS COMBINED REGISTRATION STATEMENT IS A COMBINED
PROSPECTUS AND RELATES TO REGISTRATION STATEMENT NO. 333-117607 AND TO
REGISTRATION STATEMENT NO. 333-110279 DECLARED EFFECTIVE ON DECEMBER 12, 2003.
THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-117607 ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-110279.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New Britain,
State of Connecticut on July 28, 2004.
THE STANLEY WORKS
By /s/Craig A.Douglas
-------------------------------------
Name: Craig A. Douglas
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement on Form S-3 has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*
________________________ Chairman, Chief Executive July 28, 2004
John F. Lundgren Officer and Director
(Principal Executive Officer)
*
________________________ Vice President, Finance July 28, 2004
James M. Loree and Chief Financial Officer
(Principal Financial Officer)
*
________________________ Controller (Principal July 28, 2004
Donald Allan Jr. Accounting Officer)
*
________________________ Director July 28, 2004
John G. Breen
*
________________________ Director July 28, 2004
Stillman B. Brown
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*
________________________ Director July 28, 2004
Virgis W. Colbert
*
________________________ Director July 28, 2004
Emmanuel A. Kampouris
________________________ Director July __, 2004
Eileen S. Kraus
*
________________________ Director July 28, 2004
Kathryn D. Wriston
* BRUCE H. BEATT, PURSUANT TO POWERS OF ATTORNEY (EXECUTED BY EACH OF THE
OFFICERS AND DIRECTORS LISTED ABOVE AND INDICATED BY SIGNING ABOVE, AND FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION), BY SIGNING HIS NAME, DOES HEREBY
SIGN AND EXECUTE THIS AMENDMENT TO THE REGISTRATION STATEMENT ON FORM S-3 ON
BEHALF OF EACH OF THE PERSONS REFERENCED ABOVE.
By /s/ Bruce H. Beatt
--------------------
Name: Bruce H. Beatt
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EXHIBIT INDEX
Exhibit
No. Description of Exhibits
---------- -----------------------
1.1 Form of Underwriting Agreement for debt securities to be filed as
an exhibit to a Current Report of The Stanley Works on Form 8-K
and incorporated by reference herein.
1.2 Form of Underwriting Agreement for preferred stock to be filed as
an exhibit to a Current Report of The Stanley Works on Form 8-K
and incorporated by reference herein.
1.3 Form of Underwriting Agreement for common stock to be filed as an
exhibit to a Current Report of The Stanley Works on Form 8-K and
incorporated by reference herein.
3.1 Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3(i) to the Annual Report of The Stanley Works on Form
10-K for the fiscal year ended January 2, 1999).
3.2 Amended Bylaws (incorporated by reference to Exhibit 3(ii) to the
Annual Report of The Stanley Works on Form 10-K for the fiscal
year ended December 29, 2001).
4.1* Specimen of Common Stock Certificate.
4.2 Rights Agreement, dated January 31, 1996 (incorporated by
reference to Exhibit (4)(i) to Current Report on Form 8-K
dated January 31, 1996).
4.3* Form of Senior Indenture.
4.4* Form of Subordinated Indenture.
4.5 Form of Senior Note with respect to each particular series of
Senior Note issued hereunder to be filed as an exhibit to a
Current Report of The Stanley Works on Form 8-K and incorporated
by reference herein.
4.6 Form of Subordinated Note with respect to each particular series
of Subordinated Note issued hereunder to be filed as an exhibit to
a Current Report of The Stanley Works on Form 8-K and incorporated
by reference herein.
4.7 Form of Certificate of Amendment with respect to any preferred
stock issued hereunder to be filed as an exhibit to a Current
Report of The Stanley Works on Form 8-K and incorporated by
reference herein.
4.8 Form of Warrant Agreement to be filed as an exhibit to a Current
Report of The Stanley Works on Form 8-K and incorporated by
reference herein.
4.9 Form of Warrant Certificate to be filed as an exhibit to a Current
Report of The Stanley Works on Form 8-K and incorporated by
reference herein.
4.10 Form of Depositary Agreement to be filed as an exhibit to a
Current Report of The Stanley Works on Form 8-K and incorporated
by reference herein.
4.11 Form of Depositary Receipt to be filed as an exhibit to a Current
Report of The Stanley Works on Form 8-K and incorporated by
reference herein.
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4.12 Purchase Contract Agreement setting forth Stock Purchase Contracts
and Stock Purchase Units to be filed as an exhibit to a Current
Report of The Stanley Works on Form 8-K and incorporated by
reference herein.
5.1* Opinion of Bruce H. Beatt as to legality.(Connecticut Law Opinion).
5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality.
(New York Law Opinion).
5.3 Opinion of Bruce H. Beatt as to legality.(Connecticut Law Opinion).
12.1* Statement Re: Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of Ernst & Young LLP, independent auditors.
23.2* Consent of Bruce H. Beatt (included in Exhibit 5.1).
23.3* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.2).
23.4 Consent of Bruce H. Beatt (included in Exhibit 5.3).
24.1* Power of Attorney.
24.2* Certified Resolution.
25.1* Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
Trustee under the Senior Indenture.
25.2* Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
Trustee under the Subordinated Indenture.
* Previously filed.
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