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 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 120,000,000
shares, divided into 110,000,000 common shares of the par value of $2.50 per
share and 10,000,000 preferred
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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 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
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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 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
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by-laws, rules and regulations, not inconsistent with the laws of this state or
with Section 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.
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
Shareholder's 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
corporation's 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 of view of the holders of
outstanding shares of capital stock of the corporation other than any
Interested
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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 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);
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(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 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
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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 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
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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 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 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
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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 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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