Attached files
Exhibit 3(iii)
CERTIFICATE
OF AMENDMENT
TO
THE
RESTATED CERTIFICATE OF INCORPORATION
OF
THE STANLEY WORKS
March 12, 2010
The Stanley Works, a corporation organized and existing under the Connecticut Business
Corporation Act, does hereby certify:
1:
The name of the corporation is The Stanley Works (the
“Corporation”).
2: The Restated Certificate of Incorporation is amended to change the name of the
Corporation from “The Stanley Works” to “Stanley Black & Decker, Inc.” and to
increase the number of authorized shares of common stock of the Corporation from 200,000,000 to
300,000,000, as set forth below:
A. Section 1 is hereby amended by deleting the name “The
Stanley Works” contained therein, and substituting, in lieu thereof, the name “Stanley
Black & Decker, Inc.”
B. Section 2 is hereby amended by deleting the phrase “Said Stanley Works shall be and
remain a body politic and corporate by the name of The Stanley Works”, and substituting, in
lieu thereof, the following:
“Said corporation shall be and remain a body politic and corporate by the
name of Stanley Black & Decker, Inc.”
C. The first sentence of Section 3 is hereby deleted in its entirety and replaced with
the following:
“Section 3. The stock of said corporation shall consist of 310,000,000
shares, divided into 300,000,000 common shares of the par value of $2.50 per
share and 10,000,000 preferred shares, without par value.”
| 3: The amendment was adopted on March 12,2010, and shall become effective at 5:00 p.m., Eastern Time, on the date of filing by the Secretary of the State. |
4: The amendment was duly approved by the shareholders in the manner required by sections
33-600 to 33-998 of the Connecticut General Statutes, inclusive, and by the Restated Certificate of
Incorporation.
[Signature
page follows]
IN WITNESS WHEREOF, this Corporation has caused this Certificate
of Amendment to the Restated Certificate of Incorporation to be duly
executed as of the date first set forth above.
| THE STANLEY WORKS |
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| By: | /s/ Bruce H. Beatt | |||
| Name: | Bruce H. Beatt | |||
| Title: | Vice President, General Counsel and Secretary |
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2
STATE OF CONNECTICUT |
} | SS. HARTFORD |
OFFICE OF THE SECRETARY OF THE STATE
|
I hereby certify that this
is a true copy of record in this Office
in Testimony whereof, I have hereunto set my hand, and
affixed the Seal of said State, at Hartford,
this 12th day of march A.D. 2010
in Testimony whereof, I have hereunto set my hand, and
affixed the Seal of said State, at Hartford,
this 12th day of march A.D. 2010
[ILLEGIBLE]
|