-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EmGIoHOGOQ4Fk0DGEK4gRW2RdE4uUtE3jWT1Oek36+1IyJreXkYICXlqJ5fx0I/c Txx7FC1lnHf8fkmDyLqRSw== 0000012355-06-000158.txt : 20060720 0000012355-06-000158.hdr.sgml : 20060720 20060720171426 ACCESSION NUMBER: 0000012355-06-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060720 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & DECKER CORP CENTRAL INDEX KEY: 0000012355 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 520248090 STATE OF INCORPORATION: MD FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 06972363 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163900 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD STREET 2: MAIL STOP TW 290 CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 8-K 1 form8k07202006a.htm FORM 8-K FILED JULY 20, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)   July 20, 2006



THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)



Maryland
(State or other jurisdiction
  of incorporation)
1-1553
(Commission File Number)
52-0248090
(IRS Employer
 Identification No.)


  701 East Joppa Road, Towson, Maryland
(Address of principal executive offices)
  21286
(Zip Code)


Registrant's telephone number, including area code   410-716-3900


Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
[ ]
[ ]
[ ]
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act   (17 CFR 240.13e-4(c))

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ITEM 7.01 REGULATION FD DISCLOSURE.

On July 20, 2006, the Corporation announced that its Board of Directors had increased the Corporation’s authorization under its stock repurchase program by 8.0 million shares. In addition, the Board of Directors declared a quarterly cash dividend of $.38 per share of the Corporation’s outstanding common stock payable September 29, 2006, to stockholders of record at the close of business on September 15, 2006. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated July 20, 2006.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99 Press Release of the Corporation dated July 20, 2006.

Exhibit 99 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation’s actual results are identified in Item 1A of Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.


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THE BLACK & DECKER CORPORATION

S I G N A T U R E S

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.

THE BLACK & DECKER CORPORATION


By: /s/ CHRISTINA M. MCMULLEN                  
        Christina M. McMullen
        Vice President and Controller

Date: July 20, 2006


EX-99 2 form8k07202006b.htm EXHIBIT 99 FILED JULY 20, 2006
Contact: Mark M. Rothleitner
Vice President
Investor Relations and Treasurer
410-716-3979

Roger A. Young
Vice President
Investor and Media Relations
410-716-3979

FOR IMMEDIATE RELEASE: Thursday, July 20, 2006

Subject:     Black & Decker Increases Share Repurchase Authorization by Eight Million Shares; Purchases 4.1
                  Million Shares Year-to-Date; Declares Regular Quarterly Cash Dividend

Towson, MD – The Black & Decker Corporation (NYSE: BDK) announced that its Board of Directors increased the Corporation’s authorization under its stock repurchase program by 8.0 million shares, representing more than 10% of the shares outstanding. The Corporation repurchased approximately 2.3 million shares in the second quarter and 4.1 million shares year-to-date, fully utilizing its previous authorization. In addition, its Board of Directors declared a quarterly cash dividend of $0.38 per share of the Corporation’s outstanding common stock payable September 29, 2006, to stockholders of record at the close of business on September 15, 2006.

        Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “Black & Decker has generated record free cash flow in each of the last three years and used that cash wisely to enhance shareholder value. Since the beginning of 2003, we have invested over $1.2 billion in bolt-on acquisitions, including Baldwin Hardware and Weiser Lock, the Porter-Cable/Delta industrial power tool business, and Vector Products, Inc. During this period, we also invested over $900 million to repurchase nearly 16% of our common stock and more than tripled our quarterly dividend. The Board’s decision today to increase the share repurchase authorization reflects our confidence in the Corporation’s ability to deliver excellent cash flow. We will remain disciplined stewards of capital, balancing acquisitions, share repurchases and dividends to best serve our shareholders.”

(more)


Page Two

        This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties. For a more detailed discussion of the risks and uncertainties that may affect Black & Decker’s operating and financial results and its ability to achieve the financial objectives discussed in this press release, interested parties should review the “Risk Factors” sections in Black & Decker’s reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

        Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems.

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