Securities Registration (section 12(b)) (8-a12b)
May 16 2017 - 5:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Stanley Black & Decker, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Connecticut
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06-0548860
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification no.)
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1000 Stanley Drive
New Britain, Connecticut
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06053-1675
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(Address of Principal Executive Offices)
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(Zip Code)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-207522
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class
is to be Registered
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Corporate Units
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New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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None
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(Title of Class)
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(Name of Exchange)
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Item 1. Description of Registrants Securities to be Registered
For a description of Stanley Black & Decker, Inc.s (the Registrant) Corporate Units to be registered hereunder,
reference is made to the information under the captions Description of Securities, Description of Debt Securities, Description of Capital Stock and Description of Stock Purchase Contracts and Stock Purchase
Units in the Prospectus, dated October 19, 2015, included in the Registrants automatic shelf registration statement on Form
S-3
(File
No. 333-207522)
originally filed under the Securities Act of 1933, as amended (the Securities Act), with the Securities and Exchange Commission on October 20, 2015, as supplemented by the
information under the captions Description of the Equity Units, Description of the Purchase Contracts, Certain Provisions of the Purchase Contract and Pledge Agreement and Description of the Convertible
Preferred Stock in the prospectus supplement filed pursuant to Rule 424(b)(2) under the Securities Act on May 11, 2017 which information is hereby incorporated herein by reference and made part of this registration statement on Form
8-A
in its entirety.
Item 2. Exhibits
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1.1*
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Underwriting Agreement among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
relating to the offering of the Equity Units.
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3.1
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Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form
10-Q
filed on May 13,
2010).
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3.2
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Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Companys Quarterly Report on Form
10-Q
filed on May 13, 2010).
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3.3
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Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Companys Quarterly Report on Form
10-Q
filed on May 13, 2010).
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3.4
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Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K
filed on November 9, 2010).
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3.5
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Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form
10-Q
filed on May 2, 2012).
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3.6*
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Certificate of Amendment to the Restated Certificate of Incorporation.
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3.7
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form
10-Q
filed on April 25, 2017).
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4.1*
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Purchase Contract and Pledge Agreement among the Company, The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities
Intermediary.
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4.4*
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Form of Corporate Unit.
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2
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To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
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3
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: May 16, 2017
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Stanley Black & Decker, Inc.
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By:
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/s/ Bruce H. Beatt
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Name:
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Bruce H. Beatt
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Title:
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Senior Vice President, General Counsel and Secretary
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4
Exhibit Index
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Exhibit
No.
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Description
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1.1*
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Underwriting Agreement among the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
relating to the offering of the Equity Units.
|
|
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3.1
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Restated Certificate of Incorporation dated September 15, 1998 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form
10-Q
filed on May 13,
2010).
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3.2
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Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009 (incorporated by reference to Exhibit 3(ii) to the Companys Quarterly Report on Form
10-Q
filed on May 13, 2010).
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3.3
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Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010 (incorporated by reference to Exhibit 3(iii) to the Companys Quarterly Report on Form
10-Q
filed on May 13, 2010).
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3.4
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Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form
8-K
filed on November 9, 2010).
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3.5
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Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012 (incorporated by reference to Exhibit 3(i) to the Companys Quarterly Report on Form
10-Q
filed on May 2, 2012).
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3.6*
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Certificate of Amendment to the Restated Certificate of Incorporation.
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3.7
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on April 25, 2017).
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4.1*
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Purchase Contract and Pledge Agreement among the Company, The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, and HSBC Bank USA, National Association, as Collateral Agent, Custodial Agent and Securities
Intermediary.
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4.4*
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Form of Corporate Unit.
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To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
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5
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