SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 2, 2009
Date of Report (Date of earliest event reported)
BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
701 East Joppa Road
|(Address of principal executive offices)
(Registrants telephone number, including area code)
(Former name, former address, and former fiscal year, 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
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
¨ 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))
November 2, 2009, The Black & Decker Corporation (Black & Decker) and The Stanley Works (Stanley) issued a joint press release announcing the execution of an Agreement and Plan of Merger dated as of
November 2, 2009. A copy of the joint press release is attached as Exhibit 99.1.
Cautionary Notice Regarding Forward-Looking
Statements in this Current Report on Form 8-K that are not historical, including but not limited to those regarding the
consummation of the proposed transaction between Stanley and Black & Decker and the realization of synergies in connection therewith, are forward looking statements and, as such, are subject to risk and uncertainty.
The ability of Black & Decker and Stanley to deliver the results as described in the attached materials is based on current expectations and
involves inherent risks and uncertainties, including factors listed below 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 discussed in the attached materials, 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 in the Risk Factors section, the Legal Proceedings section, the Managements Discussion and Analysis of Financial Condition and Results of Operations
section and other sections of Stanleys and Black & Deckers Annual Reports on Form 10-K and any material changes thereto set forth in any subsequent Quarterly Reports on Form 10-Q, those contained in Stanleys and
Black & Deckers other filings with the Securities and Exchange Commission, and those set forth below.
These factors include
but are not limited to the risk that regulatory and stockholder approvals of the transaction are not obtained on the proposed terms and schedule; the risk that the future business operations of Stanley or Black & Decker will not be
successful; the risk that the proposed transaction between Stanley and Black & Decker will not be consummated; the risk that Stanley and Black & Decker will not realize any or all of the anticipated benefits from the transaction;
the risk that cost synergy, customer retention and revenue expansion goals for the transaction will not be met and that disruptions from the transaction will harm relationships with customers, employees and suppliers; the risk that unexpected costs
will be incurred; the outcome of litigation (including with respect to the transaction) and regulatory proceedings to which Stanley or Black & Decker may be a party; pricing pressure and other changes within competitive markets; the
continued consolidation of customers, particularly in consumer channels; inventory management pressures on Stanleys and Black & Deckers customers; the impact the tightened credit markets may have on Stanley or Black &
Decker or customers or suppliers; the extent to which Stanley or Black & Decker has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers;
increasing competition; changes in laws, regulations and policies that
affect Stanley or Black & Decker, including but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent of any inflation or deflation in 2009 and beyond;
currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and Stanleys and Black & Deckers debt programs; the strength of the U.S. and European
economies; the extent to which world-wide markets associated with homebuilding and remodeling continue to deteriorate; the impact of events that cause or may cause disruption in Stanleys or Black & Deckers manufacturing,
distribution and sales networks such as war, terrorist activities, and political unrest; and recessionary or expansive trends in the economies of the world in which Stanley or Black & Decker operates, including but not limited to the extent
and duration of the current recession in the US economy.
Black & Decker undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may arise after the date hereof.
The proposed transaction involving Stanley and Black & Decker will be submitted to the respective stockholders of Stanley and Black &
Decker for their consideration. 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 and that will also constitute a prospectus of Stanley. 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 and Black & Decker file with the
SEC at the SECs website at www.sec.gov. In addition, documents filed with the SEC by Black & Decker will be available free of charge on the investor relations portion of the Black & Decker website at
www.blackanddecker.com. In addition, documents filed with the SEC by Stanley will be available free of charge on the investor relations portion of the Stanley website at www.stanleyworks.com.
Certain Information Regarding Participants
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 Stanleys directors and executive officers in Stanleys 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 & Deckers
directors and executive officers in Black & Deckers 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.
A registration statement relating to the securities to be issued by Stanley in the proposed transaction will be filed with the SEC, and Stanley will not issue, sell or accept offers to buy such securities
prior to the time such registration statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such securities, in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.
||FINANCIAL STATEMENTS AND EXHIBITS |
99.1 Joint Press Release dated November 2, 2009.
THE BLACK & DECKER CORPORATION
S I G N A T U R E S
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.
THE BLACK & DECKER CORPORATION
||/s/ CHARLES E. FENTON|
||Charles E. Fenton|
||Senior Vice President and General Counsel|
Date: November 2, 2009