8-K

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

April 29, 2009

Date of Report (Date of earliest event reported)

THE BLACK & DECKER CORPORATION

(Exact name of registrant as specified in its charter)

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

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

(410) 716-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address, and former fiscal year, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 29, 2009, the Compensation Committee of the Corporation’s Board of Directors made annual stock option grants and restricted stock awards to executive officers and key employees.  The executive officers named in the proxy statement relating to the 2009 Annual Meeting of Stockholders received the following awards:

Executive Officer	Stock Options	Restricted Stock
Nolan D. Archibald	244,900	147,700
Michael D. Mangan	69,000	37,000
Charles E. Fenton	40,600	19,500
John W. Schiech	32,500	20,700
Stephen F. Reeves	40,600	18,800

The Compensation Committee also approved a form of Restricted Stock Unit Award Agreement and Restricted Share Agreement, which are filed with this Current Report as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

ITEM 7.01   REGULATION FD DISCLOSURE.

On April 30, 2009 the Corporation announced that its Board of Directors declared a quarterly cash dividend of $.12 per share of the Corporation’s outstanding common stock payable June 26, 2009, to stockholders of record at the close of business on June 12, 2009.  This represents a reduction from the $.42 quarterly dividend paid by the Corporation since 2007. Attached to this Current Report on Form 8-K as Exhibit 99.3 is a copy of the Corporation’s related press release dated April 30, 2009.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1    Form of Restricted Stock Unit Award Agreement.

Exhibit 99.2 Form of Restricted Share Agreement.

Exhibit 99.3 Press Release of the Corporation dated April 30, 2009.

Exhibit 99.3 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 the “Risk Factors” sections of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

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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/ CHARLES E. FENTON
	Charles E. Fenton
	Senior Vice President and General Counsel

Date: April 30, 2009

EX-99.1

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (this Agreement) is made effective as of _______, ____ between The Black & Decker Corporation (the Corporation) and the undersigned participant (the Participant) in The Black & Decker 2008 Restricted Stock Plan (the Plan). Terms used in this Agreement that are defined in the Plan have the meanings assigned to them in the Plan.

1.           The Participant has been granted an Award of ______________ Restricted Stock Units (RSU’s) by the Committee.

2.           The RSU’s granted pursuant to this Award do not and shall not entitle the Participant to any rights as a holder of Common Stock; provided, however, that, as long as the Participant holds RSU’s granted pursuant to this Award, the Corporation shall pay to the Participant, on each date that the Corporation pays a cash dividend to the holders of Common Stock, a cash payment equal to the dividends otherwise payable on the Common Stock represented by the Participant’s RSU’s.  The rights of the Participant with respect to the RSU’s shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with the terms of this Agreement.

3.           The RSU’s are not transferable by the Participant.  Notwithstanding the foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to the RSU’s upon the death of the Participant.

4.           The RSU’s will be forfeited (a) if the Committee determines that the Participant has engaged in any conduct or act injurious, detrimental, or prejudicial to any interest of the Corporation or any of its Subsidiaries or (b) except as set forth in paragraph 5 of this Agreement, automatically on the date the Participant ceases to be a full-time or part-time employee of the Corporation or any of its Subsidiaries.

5.           Unless previously forfeited under paragraph 4 of this Agreement, the RSU’s shall become fully vested and no longer subject to forfeiture upon (a) a Change in Control of the Corporation, (b) the death of the Participant while a full-time or part-time employee of the Corporation, (c) termination of the Participant’s employment by the Corporation or any of its Subsidiaries due to permanent physical or mental disability of the Participant, or (d) the completion, after the date of this Agreement, of ____ years of full-time or part-time employment by the Corporation or any of its Subsidiaries.  For purposes of this Agreement, part-time employment shall mean regularly working 20 hours or more per week.  Notwithstanding the foregoing, upon separation from service due to the Participant’s retirement at or after age 60 and prior to ____ years of full-time or part-time employment after the date of this Agreement, the RSU’s will become vested in an amount determined by multiplying the number of units in the Award by a fraction the numerator of which is the number of days of full-time or part-time employment completed after the date of this Agreement and the denominator of which is ____, and a corresponding number of shares of Common Stock will be issued to the Participant on the date that is six months and one day following the Participant’s separation from service.

6.           The Participant acknowledges receiving a copy of the Plan, the terms of which are incorporated into this Agreement.  Inconsistencies between this Agreement and the Plan will be

resolved according to the terms of the Plan.  The Participant accepts the grant of the RSU’s subject to all the terms and provisions of the Plan.

7.           No shares of Common Stock shall be issued to the Participant prior to the date on which the RSU’s vest in accordance with this Agreement.  Neither this paragraph 7 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust of any kind.  After any RSU’s vest in accordance with the terms of this Agreement (other than upon the Participant’s separation from service due to retirement), the Corporation shall promptly cause to be issued to the Participant shares of Common Stock equivalent to the number of vested RSU’s in payment of such vested RSU’s.

8.           By signing below, the Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data. Failure to provide the consent may, however, affect the Participant’s ability to participate in the Plan. The Corporation holds certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation or any of its Subsidiaries and details of all benefits to which the Participant is entitled under the Plan for the purpose of managing and administering the Plan (Data). The Corporation and its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan, and the Corporation and any of its Subsidiaries may each further transfer Data to any third parties assisting the Corporation in the implementation, administration and management of the Plan. These recipients may be located in the European Union or elsewhere throughout the world, such as the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the Corporation; however, withdrawing such consent may affect the Participant’s ability to participate in the Plan.

9.           This Award does not confer on Participant any right with respect to the continuance of any relationship with the Corporation or any of its Subsidiaries, nor will it interfere in any way with the right of the Corporation or its Subsidiaries to terminate such relationship at any time.

The Black & Decker Corporation
By:
	Paul F. McBride, Senior Vice President – Human Resource and Corporate Initiatives
(Participant’s signature)
Participant:

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EX-99.2

Restricted Share Agreement

This Restricted Share Agreement is made effective as of ____, ____ between The Black & Decker Corporation (the Corporation) and the undersigned participant (the Participant) in The Black & Decker Corporation 2004 Restricted Stock Plan (the Plan).  Terms used in this Agreement that are defined in the Plan have the meanings assigned to them in the Plan.

1.             The Participant has been granted an Award of ________ Restricted Shares by the Committee.

2.             The Restricted Shares are not transferable by the Participant.

3.             The Restricted Shares will be forfeited (a) if the Committee determines that the Participant has engaged in any conduct or act injurious, detrimental, or prejudicial to any interest of the Corporation, (b) if the Participant files an election under Section 83(b) of the Internal Revenue Code without the prior approval of the Committee, or (c) except as set forth in paragraph 4 of this Agreement, automatically on the date the Participant ceases to be a full-time or part-time employee of the Corporation or any of its Subsidiaries.

4.             Unless previously forfeited under paragraph 3 of this Agreement, the Restricted Shares shall become fully vested and no longer subject to forfeiture upon (a) a Change in Control of the Corporation, (b) the death of the Participant while a full-time or part-time employee of the Corporation, (c) termination of the Participant’s employment by the Corporation or its Subsidiaries due to permanent physical or mental disability of the Participant, or (d) the completion, after the date of this Agreement, of ____ years of full-time or part-time employment by the Corporation or its Subsidiaries.  For purposes of this Agreement, part-time employment shall mean regularly working 20 hours or more per week.  Upon retirement prior to ____ years of full-time or part-time employment, the Restricted Shares will become vested in an amount determined by multiplying the number of shares in the Award by a fraction the numerator of which is the number of days of full-time or part-time employment completed after the date of this Agreement and the denominator of which is ____.

5.             The Participant acknowledges receiving a copy of the Plan, the terms of which are incorporated into this Agreement.

The Black & Decker Corporation

By:

Title: Sr. VP HR & Corporate Initiatives

(Participant’s signature)

Participant:

EX-99.3

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, April 30, 2009

Subject: Black & Decker Reduces Quarterly Cash Dividend

Towson, MD – The Black & Decker Corporation (NYSE: BDK) announced that its Board of Directors declared a quarterly cash dividend of $0.12 per share of the Corporation’s outstanding common stock payable June 26, 2009, to stockholders of record at the close of business on June 12, 2009.  This represents a reduction from the $0.42 quarterly dividend paid by the Corporation since 2007.

Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “Black & Decker has paid a dividend consistently since 1937, and remains committed to returning cash to its stockholders through regular dividends.  In today’s uncertain and challenging economic environment, however, we believe it is important to preserve liquidity.  By lowering the dividend to $0.12 per quarter, we will reduce cash outflows by $54 million in 2009.  This action, along with lower capital expenditures and tighter working capital management, will strengthen our balance sheet, improve our credit metrics and provide greater financial flexibility.  It is consistent with the conservative financial approach we have taken throughout the credit crisis, including our recent bond offering.  While a dividend reduction was not an easy decision to make, we are confident that it is in the best long-term interest of our stockholders.”

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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, 2008.

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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