Registration No. 333-150805
Registration No. 333-115301
Registration No. 333-113283
Registration No. 333-35986
Registration No. 333-51157
Registration No. 333-51155
Registration No. 333-03595
Registration No. 333-03593
Registration No. 33-65013
Registration No. 33-58795
Registration No. 33-47652
Registration No. 33-47651
Registration No. 33-39607
Registration No. 33-33251
Registration No. 33-26918
Registration No. 33-26917
Registration No. 33-6612
Registration No. 33-6610
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-150805
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-115301
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-113283
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-35986
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-51157
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-51155
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-03595
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
333-03593
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-65013
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-58795
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-47652
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-47651
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-39607
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.
33-33251
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-26918
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-26917
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No.
33-6612
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No.
33-6610
Under
THE SECURITIES ACT OF 1933
THE BLACK & DECKER CORPORATION
(Exact name
of registrant as specified in its charter)
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Maryland
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52-0248090
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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701 East Joppa Road
Towson, Maryland 21286
(Address of principal executive offices)
The Black & Decker
2008 Restricted Stock Plan
The Black & Decker Non-Employee Directors Stock Plan
The Black & Decker Corporation 2004 Restricted Stock Plan
The Black & Decker 2003 Stock Option Plan
The Black & Decker 1996 Stock Option Plan
The Black & Decker 1996 Employee Stock Purchase
Plan
The Black & Decker Supplemental Retirement Savings Plan
The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors
The Black & Decker 1992 Stock Option Plan
The Black & Decker 1986 U.K. Approved Option Scheme
The
Black & Decker 1991 Employee Stock Purchase Plan
The Black & Decker 1989 Stock Option Plan
The Black & Decker 1986 Stock Option Plan
(Full titles of the plans)
Bruce H.
Beatt, Esq.
Vice President, General Counsel and Secretary
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
(860) 225-5111
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies to:
Christopher R. Johnson, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
(410) 385-3532
(410) 385-3700 (fax)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
This Post-Effective Amendment relates to the following Registration Statements of The Black & Decker Corporation (the
Company) on Form S-8 (collectively, the Registration Statements):
Registration Statement No. 333-150805
registering 1,000,000 shares of the common stock, par value $.50 per share, of the Company (the Common Stock) under The Black & Decker 2008 Restricted Stock Plan and 150,000 shares of Common Stock under The Black &
Decker Non-Employee Directors Stock Plan
Registration Statement No. 333-115301 registering 1,000,000 shares of Common Stock under The
Black & Decker Corporation 2004 Restricted Stock Plan
Registration Statement No. 333-113283 registering 5,000,000 shares of
Common Stock under The Black & Decker 2003 Stock Option Plan
Registration Statement No. 333-35986 registering 5,000,000 shares
of Common Stock under The Black & Decker 1996 Stock Option Plan
Registration Statement No. 333-51157 registering 100,000 shares
of Common Stock under The Black & Decker Non-Employee Directors Stock Plan
Registration Statement No. 333-51155 registering
3,000,000 shares of Common Stock under The Black & Decker 1996 Stock Option Plan
Registration Statement No. 333-03595
registering 750,000 shares of Common Stock under The Black & Decker 1996 Employee Stock Purchase Plan
Registration Statement
No. 333-03593 registering 2,400,000 shares of Common Stock under The Black & Decker 1996 Stock Option Plan
Registration
Statement No. 33-65013 registering $50,000,000 in deferred compensation payment obligations under The Black & Decker Supplemental Retirement Savings Plan
Registration Statement No. 33-58795 registering 150,000 shares of Common Stock, along with 150,000 preferred stock purchase rights, under The Black & Decker Corporation 1995 Stock Option
Plan for Non-Employee Directors
Registration Statement No. 33-47652 registering 2,400,000 shares of Common Stock under The
Black & Decker 1992 Stock Option Plan
Registration Statement No. 33-47651 registering 200,000 shares of Common Stock under The
Black & Decker 1986 U.K. Approved Option Scheme
Registration Statement No. 33-39607 registering 2,500,000 shares of Common
Stock, along with 2,500,000 preferred stock purchase rights, under The Black & Decker 1991 Employee Stock Purchase Plan
Registration
Statement No. 33-33251 registering 1,600,000 shares of Common Stock, along with 3,400,000 preferred stock purchase rights, under The Black & Decker 1989 Stock Option Plan
Registration Statement No. 33-26918 registering 200,000 shares of Common Stock under The Black & Decker 1986 U.K. Approved Option Scheme
Registration Statement No. 33-26917 registering 1,800,000 shares of Common Stock under The Black & Decker 1989 Stock Option Plan
Registration Statement No. 33-6612 registering 200,000 shares of Common Stock under The Black & Decker 1986 U.K. Approved Option Scheme
Registration Statement No. 33-6610 registering 1,800,000 shares of Common Stock under The Black & Decker 1986 Stock Option Plan
On March 12, 2010, pursuant to an Agreement and Plan of Merger, dated as of November 2, 2009, by and among the Company, The Stanley
Works (Stanley), and Blue Jay Acquisition Corp. (Merger Sub), a wholly owned subsidiary of Stanley, Merger Sub merged (the Merger) with and into the Company, with the Company becoming a wholly owned subsidiary of
Stanley. As a result of the Merger, each outstanding share of the Companys common stock will be converted into the right to receive 1.275 shares of common stock of Stanley.
As a result of the Merger, the Company has terminated any offering of the Companys securities pursuant
to the Registration Statements. In accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of the offerings, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Towson, State of Maryland, on
March 12, 2010.
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THE BLACK & DECKER CORPORATION
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By
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/s/ C
HARLES
E. F
ENTON
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Charles E. Fenton
Senior Vice President and
General
Counsel
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date indicated.
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SIGNATURE
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TITLE
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DATE
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Principal Executive Officer
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/s/ J
AMES
M. L
OREE
James M. Loree
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President
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March 12, 2010
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Principal Financial Officer and
Principal Accounting Officer
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S
/ D
ONALD
A
LLAN
,
J
R
.
Donald Allan, Jr.
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Vice President and Chief Financial Officer
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March 12, 2010
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S
/ B
RUCE
H. B
EATT
Bruce H. Beatt
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Director
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March 12, 2010
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S
/ D
ONALD
J.
R
ICCITELLI
Donald J. Riccitelli
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Director
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March 12, 2010
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S
/ K
ATHRYN
P. S
HERER
Kathryn P. Sherer
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Director
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March 12, 2010
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