Attached files
Exhibit 3(i)
RESTATED CERTIFICATE OF INCORPORATION OF THE STANLEY WORKS
Section 1. That The Stanley Works, a corporation organized and hitherto and still
conducting its business under the joint stock laws of this state, and located and having its
principal office at New Britain, may, and shall hereafter, have the right to exercise its corporate
franchise, and have and enjoy all the rights, powers and privileges herein granted, and whenever it
shall have accepted this resolution by a vote of its shareholders, at a meeting duly called for
that purpose, may conduct and carry on its business under the provisions hereof, exclusively, in
the same way and manner and to the same extent in all respects as if said corporation had been
originally organized under a charter containing like provisions; and the capital stock of said
corporation, the shareholders therein, and the number of shares by them respectively held, shall be
the same as now existing in said joint stock corporation, inclusive of original and increased
capital stock thereof.
Section 2. Said Stanley Works shall be and remain a body politic and corporate by the
name of The Stanley Works, located at said New Britain, and shall have and enjoy its said corporate
franchise, and all the rights and privileges herein granted, for the purpose of manufacturing,
buying, and selling, and dealing in all kinds of metal and hardware, and all articles composed in
whole or in part of metal, wood, or other substance, which it shall deem expedient, and to do such
other things as are incident to the prosecution of said business, and to exercise such mercantile
powers as may be convenient and necessary for the successful prosecution of said business, and in
and by said corporate name said corporation shall be and is hereby vested with the title to all the
goods, chattels, lands, buildings, machinery, property, choses in action, trademarks, and effects
of whatever nature heretofore acquired by and now belonging to said corporation, and is hereby
authorized and empowered in addition thereto to purchase, take, hold, occupy, and enjoy to
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itself and assigns any such property, real, personal, or of whatever other nature, including
letters patent, as will enable it the better to carry on said business to advantage, and the same
may manage, control, convey, lease, sell, and dispose of at pleasure, and may take and execute
leases of real estate.
Section 3. The stock of said corporation shall consist of 210,000,000 shares, divided
into 200,000,000 common shares of the par value of $2.50 per share and 10,000,000 preferred shares,
without par value. The Board of Directors is authorized to fix and determine the terms, limitations
and relative rights and preferences of the preferred shares including, without limitation, any
voting rights thereof, to divide the preferred shares into and to issue the same in series, to fix
and determine the variations among series to the extent permitted by law, and, within the limits
from time to time of the authorized but unissued common shares to provide that preferred shares, or
any series thereof, may be convertible into the same or a different number of common shares.
Shareholders, whether of common or preferred shares, shall have no pre-emptive rights with
respect to any of the common or preferred shares. Upon conversion of preferred shares into common
shares, the preferred shares surrendered in such conversion shall be retired unless the Board of
Directors takes specific action that the same be canceled.
Without limiting the powers now possessed by it, said corporation is vested with all the
privileges and powers enumerated in the general corporation laws of this state as now existing or
hereafter amended. Its officers and directors shall have the powers given to directors and officers
of corporations in said general corporation laws. Said corporation is authorized to add to and
otherwise amend its corporate powers and purposes in the extent and manner permitted to
corporations organized under said general corporation laws, provided that the subject matter of
such changes could have been lawfully inserted in the original
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certificate of incorporation of a corporation organized under said general corporation laws and
provided further that certificates of such changes be filed with the secretary of the state as
therein provided.
Section 4. The stock, property and affairs of said corporation shall be managed by a
Board consisting of not less than nine nor more then eighteen directors, the exact number to be
determined by the Board of Directors from time to time. The Board of Directors shall be divided
into three classes designated Class I, Class II and Class III. Such classes shall be as nearly
equal in number as the then total number of directors constituting the entire Board permits. At the
1983 Annual Meeting of Shareholders, or any special meeting in lieu thereof, four Class I, five
Class II and five Class III directors shall be elected for initial terms expiring at the next
succeeding annual meeting, the second succeeding annual meeting and the third succeeding annual
meeting, respectively, and when their respective successors are elected and qualified. At each
annual meeting of shareholders after 1983, the directors chosen to succeed those in the class whose
terms expire shall be elected by shareholders for terms expiring at the third succeeding annual
meeting after election, or for such lesser term as may be appropriate in the particular case in
order to assure that the number of directors in each class shall remain constant, and when their
respective successors are elected and qualified. The directors may increase the number of
directorships by the concurring vote of directors holding a majority of the directorships. Any
vacancy on the Board that is created by an increase in the number of directors may be filled for
the unexpired term by the concurring vote of directors holding a majority of the directorships,
which number of directorships shall be the number prior to the vote on the increase. Any other
vacancy which occurs on the Board may be filled for the unexpired term by the concurring vote of a
majority of the remaining directors in office, though such remaining directors are less than a
quorum, and though such majority is less than a quorum, or by action of the sole remaining director
in office. Newly created directorships or any decrease in directorships
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resulting from increases or decreases in the number of directors shall be so apportioned among the
classes of directors as to make all the classes as nearly equal in number as possible. No reduction
of the number of directorships shall remove or shorten the term of any director in office.
Any director may be removed from office but only for cause by the affirmative vote of the
holders of at least a majority of the voting power of the shares entitled to vote for the election
of directors, considered for this purpose as one class.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of
preferred stock issued by said corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of shareholders, the election, term of
office, filling of vacancies and other features of such directorships shall be governed by any
terms of this Certificate of Incorporation of said corporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Section 4 unless expressly
provided by such terms.
In the event of a vacancy among the directors so elected by the holders of preferred stock,
the remaining preferred directors may fill the vacancy for the unexpired term.
Section 5. The existing by-laws of said corporation shall continue in force until the
same are altered or repealed by the Board of Directors or a vote of the shareholders; the
shareholders, at any legal meeting, shall have power to alter or repeal said by-laws, and to make
or establish such other by-laws, rules and regulations, not inconsistent with the laws of this
state or with Section 10 of this Certificate of Incorporation, as they may deem expedient for the
management of the affairs of the corporation, and may alter or repeal the same; and said directors
may, as often as the interests of the shareholders require and the affairs of said corporation will
permit, declare a dividend of profits on each share, which shall be paid by the treasurer of said
corporation.
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Section 6: (a) The affirmative vote of the holders of not less than 80% of the
outstanding shares of capital stock of the corporation entitled to vote shall be required for the
approval or authorization of any Business Combination (as hereinafter defined) involving an
Interested Shareholder (as hereinafter defined); provided, however, that the 80% voting
requirement shall not be applicable if:
(1) The Continuing Directors (as hereinafter defined) of the corporation by a two-thirds
vote have expressly approved such Business Combination either in advance of or subsequent
to such Interested Shareholders having become an Interested Shareholder; or
(2) The following conditions are satisfied:
(A) The aggregate amount of the cash and the Fair Market Value (as hereinafter
defined) of the property, securities or Other Consideration (as hereinafter defined) to
be received per share by holders of capital stock of the corporation in the Business
Combination, other than the Interested Shareholder involved in the Business Combination, is
not less than the Highest Per Share Price or the Highest Equivalent Price (as
hereinafter defined) paid by the Interested Shareholder in acquiring any of its holdings of
the corporations capital stock; and
(B) A proxy statement complying with the requirements of the Securities Exchange Act
of 1934, as amended, shall have been mailed to all shareholders of the corporation for the
purpose of soliciting shareholder approval of the Business Combination. The proxy statement
shall contain at the front thereof, in a prominent place, the position of the Continuing
Directors as to the advisability (or inadvisability) of the Business Combination and, if
deemed advisable by a majority of the Continuing Directors, the opinion of an investment
banking firm selected by the Continuing Directors as to the fairness of the terms of the
Business Combination, from the point
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of view of the holders of outstanding shares of capital stock of the corporation other than
any Interested Shareholder.
Such 80% vote shall be required notwithstanding the fact that no vote may be required or that
a lesser percentage may be specified by law or in any agreement with any national securities
exchange or otherwise.
(b) For purposes of this Section 6:
(1) The term Business Combination shall mean
(A) any merger, consolidation or share exchange of the corporation or a
subsidiary of the corporation with or into an Interested Shareholder, in each case
without regard to which entity is the surviving entity;
(B) any sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all or any Substantial Part
(as hereinafter defined) of the assets of the corporation (including without
limitation any voting securities of a subsidiary of the corporation) or a subsidiary
of the corporation to an Interested Shareholder (in one transaction or a series of
transactions);
(C) any sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security device, of all or any Substantial Part
of the assets of an Interested Shareholder to the corporation or a subsidiary of the
corporation;
(D) the issuance or transfer of any securities of the corporation or a
subsidiary of the corporation by the corporation or any of its subsidiaries to an
Interested Shareholder (other than an issuance or
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transfer of securities which is effected on a pro rata basis to all shareholders of
the corporation);
(E) any recapitalization that would have the effect of increasing the voting
power of an Interested Shareholder;
(F) the issuance or transfer by an Interested Shareholder of any securities of
such Interested Shareholder to the corporation or a subsidiary of the corporation
(other than an issuance or transfer of securities which is effected on a pro rata
basis to all shareholders of the Interested Shareholder);
(G) the adoption of any plan or proposal for the liquidation or dissolution of
the corporation proposed by or on behalf of an Interested Shareholder; or
(H) any agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.
(2) The term Interested Shareholder shall mean and include any individual,
partnership, corporation or other person or entity which, as of the record date for the
determination of shareholders entitled to notice of and to vote on any Business
Combination, or immediately prior to the consummation of such transaction, together with
its Affiliates and Associates (as defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect at the date of the
adoption of this Article by the shareholders of the corporation [collectively, and as so in
effect, the Exchange Act]), are Beneficial Owners (as defined in Rule 13d-3 of the
Exchange Act) in the aggregate of 10% or more of the outstanding shares of any class of
capital stock of the corporation, and any Affiliate or Associate of any such individual,
corporation, partnership or other person or entity. Notwithstanding any provision of Rule
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13d-3 to the contrary, an entity shall be deemed to be the Beneficial Owner of any share of
capital stock of the corporation that such entity has the right to acquire at any time
pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or
otherwise.
(3) The term Substantial Part shall mean more than 20% of the fair market value, as
determined by two-thirds of the Continuing Directors, of the total consolidated assets of
the corporation and its subsidiaries taken as a whole as of the end of its most recent
fiscal year ended prior to the time the determination is being made.
(4) The term Other Consideration shall include, without limitation, Common Stock or
other capital stock of the corporation retained by shareholders of the corporation other
than Interested Shareholders or parties to such Business Combination in the event of a
Business Combination in which the corporation is the surviving corporation.
(5) The term Continuing Director shall mean a director who is unaffiliated with any
Interested Shareholder and either (A) was a member of the Board of Directors of the
corporation immediately prior to the time that the Interested Shareholder involved in a
Business Combination became an Interested Shareholder or (B) was designated (before his or
her initial election or appointment as director) as a Continuing Director by a majority of
the then Continuing Directors.
(6) The terms Highest Per Share Price and Highest Equivalent Price as used in this
Section 6 shall mean the following: if there is only one class of capital stock of the
corporation issued and outstanding, the Highest Per Share Price shall mean the highest
price that can be determined to have been paid at any time by the Interested Shareholder
for any share or shares of that class of capital stock. If there is more than one class of
capital stock of the corporation issued and
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outstanding, the Highest Equivalent Price shall mean with respect to each class and series
of capital stock of the corporation, the amount determined by a majority of the Continuing
Directors, on whatever basis they believe is appropriate, to be the highest per share price
equivalent of the Highest Per Share Price that can be determined to have been paid at any
time by the Interested Shareholder for any share or shares of any class of securities of
capital stock of the corporation. In determining the Highest Per Share Price and Highest
Equivalent Price, all purchases by the Interested Shareholder shall be taken into account
regardless of whether the shares were purchased before or after the Interested Shareholder
became an Interested Shareholder. Also, the Highest Per Share Price and the Highest
Equivalent Price shall include any brokerage commissions, transfer taxes, soliciting
dealers fees and other expenses paid by the Interested Shareholder with respect to the
shares of capital stock of the corporation acquired by the Interested Shareholder. In the
case of any Business Combination with an Interested Shareholder the Continuing Directors
shall determine the Highest Per Share Price and the Highest Equivalent Price for each class
and series of capital stock of the corporation.
(7) The term Fair Market Value shall mean (A) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or
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if no such quotations are available, the fair market value on the date in question of a
share of such stock as determined by a two-thirds vote of the Continuing Directors in good
faith; and (B) in the case of property other than stock or cash, the fair market value of
such property on the date in question as determined by a two-thirds vote of the Continuing
Directors in good faith.
(c) The determination of the Continuing Directors as to Fair Market Value, Highest Per Share
Price, Highest Equivalent Price, and the existence of an Interested Shareholder or a Business
Combination shall be conclusive and binding.
(d) Nothing contained in this Section 6 shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.
(e) The fact that any Business Combination complies with the provisions of paragraph (a)(2) of
this Section 6 shall not be construed to impose any fiduciary duty, obligation or responsibility on
the Board of Directors, or any member thereof, to approve such Business Combination or recommend
its adoption or approval to the shareholders of the corporation, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of or actions and responses taken with respect to such Business Combination.
(f) Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws
of the corporation, the affirmative vote of the holders of not less than 80% of the outstanding
shares of capital stock shall be required to amend, alter, change, or repeal, or adopt any
provisions inconsistent with, this Section 6.
Section 7. Said corporation by vote of its directors may, from time to time, acquire
and hold its own stock for distribution among its employees, and may so distribute and sell such
stock at not less than par among such of its
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employees, not including any director, as in the judgment of its directors will best promote the
interests of said company or the welfare of its employees, in such manner and upon such terms as
said directors may by vote determine, provided said corporation shall not at any time acquire or
hold more than ten percentum of its outstanding capital stock for such purposes, and provided no
such stock shall be acquired when said company is insolvent or so as to render it immediately
insolvent. Said corporation shall not vote upon shares of its own stock so acquired or held.
Section 8. Said company is hereby authorized to transmit power, for use in its
manufacturing business only, from the town of Kent to its manufacturing plant in New Britain by
means of poles, wires, fixtures, or otherwise, over land or private rights of way which it may
purchase from the owners thereof or persons interested therein, and in so doing may cross over
highways with its wires, without running along said highways, however; said rights to cross such
highways to be exercised in conformity with the provisions of sections 3903 to 3910, both
inclusive, of the general statutes.
Section 9. (The act validating certain conveyances from the American Tube and Stamping
Company to The Stanley Works approved April 12, 1927 and an act validating a conveyance from The
Stanley Works to Northeastern Steel Corporation approved April 20, 1955 are both omitted because no
longer significant as a part of the Certificate of Incorporation of The Stanley Works.)
Section 10. Except to the extent prohibited by law, the Board of Directors shall have
the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers,
duties, rules and procedures that from time to time shall govern the Board of Directors and each of
its members, including without limitation the vote required for any action by the Board of
Directors, and that from time to time shall affect the directors power to manage the business and
affairs of the corporation; and no bylaw shall be adopted by shareholders which shall impair or
impede the implementation
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of the foregoing.
Section 11. A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages in excess of the compensation received by the
director for serving the corporation during the year of the violation to the extent such exemption
from liability is permitted under the Connecticut Stock Corporations Act as the same exists. If the
Connecticut Stock Corporations Act is amended hereafter to authorize corporate action further
limiting or eliminating the personal liability of directors for monetary damages, then the
liability of a director of the corporation shall be limited or eliminated to the fullest extent
permitted by the amended Connecticut Stock Corporations Act. Any repeal or modification of this
Section or adoption of an inconsistent provision shall not adversely affect any right or protection
of a director of the corporation existing at the time of such repeal or modification.
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