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 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
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
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 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
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);
(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
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
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
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.