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
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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,
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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.
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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.
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
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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
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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.
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(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
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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
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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
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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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