UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MARCH 14, 2007
THE STANLEY WORKS
(Exact name of Registrant as specified in its charter)
CONNECTICUT 1-5244 06-0548860
(State of incorporation) (Commission File No.) (IRS Employer Identification No.)
1000 STANLEY DRIVE
NEW BRITAIN, CONNECTICUT 06053
(Address of principal executive offices)
Registrant's telephone number: (860) 225-5111
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
following provisions:
|_| 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 240.14a-12)
|_| 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 20, 2007, The Stanley Works (the "Company") completed concurrent
offerings of its Floating Rate Equity Units (the "Equity Units") and 5.00%
Senior Notes due 2010 (the "Notes"). Both offerings were made under the
Company's existing Form S-3 shelf registration statement previously filed with
the Securities and Exchange Commission (File No. 333-117607).
EQUITY UNITS OFFERING
In connection with the Equity Units offering, on March 14, 2007, the
Company entered into an underwriting agreement (the "Equity Units Underwriting
Agreement") with Citigroup Global Markets Inc., Morgan Stanley & Co.
Incorporated and Banc of America Securities LLC as representatives of the
several underwriters named therein (the "Equity Units Underwriters"), pursuant
to which the Company agreed to sell to the Equity Units Underwriters 330,000
Equity Units, which includes 30,000 Equity Units to cover over-allotments. Each
Equity Unit has a stated amount of $1,000 and initially consists of a purchase
contract and a $1000 principal amount senior convertible note due May 17, 2012.
A copy of the Equity Units Underwriting Agreement is attached hereto as Exhibit
10.1 and the foregoing summary is qualified in its entirety by reference
thereto.
NOTES OFFERING
In connection with the Notes offering, on March 15, 2007, the Company
entered into an underwriting agreement (the "Notes Underwriting Agreement") with
Goldman, Sachs & Co. and UBS Securities LLC as representatives of the several
underwriters named therein (the "Notes Underwriters"), pursuant to which the
Company agreed to sell to the Notes Underwriters $200,000,000 aggregate
principal amount of the Company's Notes. A copy of the Notes Underwriting
Agreement is attached hereto as Exhibit 10.2 and the foregoing summary is
qualified in its entirety by reference thereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
10.1 Underwriting Agreement dated as of March 14, 2007 among the Company and
Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and
Banc of America Securities LLC, as representatives of the underwriters
named therein.
10.2 Underwriting Agreement dated as of March 15, 2007 among the Company and
Goldman, Sachs & Co. and UBS Securities LLC, as representatives of the
underwriters named therein.
SIGNATURES
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.
Dated: March 20, 2007
THE STANLEY WORKS
By: /s/ Bruce H. Beatt
---------------------------------------
Name: Bruce H. Beatt
Title: Vice President, General Counsel
and Secretary
Exhibit Index
Exhibit No. Description
- ----------- -----------
10.1 Underwriting Agreement dated as of March 14, 2007 among the
Company and Citigroup Global Markets Inc., Morgan Stanley & Co.
Incorporated and Banc of America Securities LLC, as
representatives of the underwriters named therein.
10.2 Underwriting Agreement dated as of March 15, 2007 among the
Company and Goldman, Sachs & Co. and UBS Securities LLC, as
representatives of the underwriters named therein.
