-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kK1SrUupO4Vp/0jj9MYslPNjdScNWeMYK0Vqu0mTlbRsyKwjen16E96/9/vbTEbL gwD8vKoKGhgdfihn8BOCuw== 0000012355-95-000013.txt : 19950426 0000012355-95-000013.hdr.sgml : 19950426 ACCESSION NUMBER: 0000012355-95-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950425 EFFECTIVENESS DATE: 19950514 SROS: NYSE 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58795 FILM NUMBER: 95531031 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163310 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 S-8 1 S-8 FOR BLACK & DECKER CORPORATION As filed with the Securities and Exchange Commission on April 25, 1995. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ THE BLACK & DECKER CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-0248090 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 701 East Joppa Road Towson, Maryland 21286 (Address of principal executive offices) The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors (Full title of the plan) Charles E. Fenton, Esquire Vice President and General Counsel The Black & Decker Corporation 701 East Joppa Road Towson, Maryland 21286 (410) 716-3900 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Glenn C. Campbell, Esquire Miles & Stockbridge, a Professional Corporation 10 Light Street Baltimore, Maryland 21202 _______________ CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered per share(1) offering price(1) fee Common Stock, par value $0.50 per share ............ 150,000 $29.75 $4,462,500 $1,538.81 Preferred Stock Purchase Rights(2).... 150,000 (2) (2) (2) (1) Computed, pursuant to Rule 457, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock on April 21, 1995. (2) The Preferred Stock Purchase Rights are to be issued in tandem with the shares of Common Stock to be purchased from time to time pursuant to the employee benefit plan described herein. No separate consideration is to be paid for the Preferred Stock Purchase Rights.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, as amended by the Registrant's Form 10-K/A (Amendment No. 1) filed with the Commission on April 24, 1995; (b) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") on January 29, 1985, and any amendment or report filed for the purpose of updating such description; and (c) The description of the Registrant's Preferred Stock Purchase Rights contained in the Registrant's Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act on April 29, 1986, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable Item 5. Interests of Named Experts and Counsel. Not Applicable Item 6. Indemnification of Directors and Officers. The Maryland General Corporation Law authorizes Maryland corporations to limit the liability of directors and officers to that corporation and its stockholders for money damages except (i) to the extent that it is proved that the director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit actually received, (ii) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the director's or officer's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding, or (iii) in respect of certain other actions not applicable to the Corporation. The Corporation's Charter limits the liability of directors and officers to the fullest extent permitted by the Maryland General Corporation Law. The Maryland General Corporation Law also authorizes a corporation to indemnify present and past directors and officers of the corporation or of another corporation for which they may serve at the request of the corporation against judgments, penalties, fines, settlements and reasonable expenses (including attorneys' fees) actually incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation in respect of which the director or officer is adjudged to be liable to the corporation) in which they are made parties by reason of being or having been directors or officers unless it is proved that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. The Maryland General Corporation Law also provides that, unless limited by the corporation's charter, the corporation shall indemnify present and past directors and officers of the corporation who are successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against reasonable expenses (including attorneys' fees) incurred in connection with the proceeding. The Corporation's Charter does not limit the extent of this indemnity. The By-Laws of the Corporation permit indemnification of directors and officers to the fullest extent permitted by the Maryland General Corporation Law, and the Corporation's directors and officers are covered by certain insurance policies maintained by the Corporation. Item 7. Exemption from Registration Claimed. Not Applicable Item 8. Exhibits. Exhibit No. Description of Exhibit 4 The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors. 5 Opinion of Miles & Stockbridge, a Professional Corporation. 23 Consent of Independent Auditors (the consent of counsel is included in Exhibit 5). 24 Powers of Attorney. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Towson, State of Maryland, on April 25, 1995. THE BLACK & DECKER CORPORATION By:/s/ CHARLES E. FENTON Charles E. Fenton Vice President and General Counsel 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. Signature Title Date Principal Executive Officer /s/ NOLAN D. ARCHIBALD Nolan D. Archibald Chairman, President April 25, 1995 and Chief Executive Officer Principal Financial Officer /s/ THOMAS M. SCHOEWE Thomas M. Schoewe Vice President and April 25, 1995 Chief Financial Officer Principal Accounting Officer /s/ STEPHEN F. REEVES Stephen F. Reeves Corporate Controller April 25, 1995 This Registration Statement also has been signed by the following Directors, constituting a majority of the Board of Directors, by Charles E. Fenton, Attorney-in-Fact: Nolan D. Archibald* J. Dean Muncaster* Barbara L. Bowles* Mark H. Willes* Malcolm Candlish* M. Cabell Woodward, Jr.* Alonzo G. Decker, Jr.* Anthony Luiso* *By:/s/ CHARLES E. FENTON April 25, 1995 Charles E. Fenton Attorney-In-Fact EX-4 2 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS EXHIBIT 4 The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors THE BLACK & DECKER CORPORATION 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS Attracting and retaining qualified individuals to serve as non-employee directors is vital to the continued success of The Black & Decker Corporation. To that end and to bind the interests of those individuals to the interests of the Corporation and its stockholders, this stock option plan offers them an attractive opportunity to acquire a proprietary interest in the Corporation. ARTICLE 1:00 Definitions 1:01 The term "Board of Directors" shall mean the Board of Directors of the Corporation. 1:02 The term "Change in Control" shall have the meaning provided in Section 7:02 of the Plan. 1:03 The term "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 1:04 The term "Common Stock" shall mean the shares of common stock, par value $.50 per share, of the Corporation. 1:05 The term "Corporation" shall mean The Black & Decker Corporation. 1:06 The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. 1:07 The term "Fair Market Value of a share of Common Stock" shall mean the average of the high and low sale price per share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions for the New York Stock Exchange, or if shares of Common Stock are not sold on such date, the average of the high and low sale price per share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions for the New York Stock Exchange for the most recent prior date on which shares of Common Stock were sold. 1:08 The term "Limited Stock Appreciation Right" shall mean a limited tandem stock appreciation right that entitles the holder to receive cash upon a Change in Control pursuant to Article 7:00 of the Plan. 1:09 The term "Option" or "Stock Option" shall mean a right granted pursuant to the Plan to purchase shares of Common Stock. 1:10 The term "Option Agreement" shall mean the written agreement representing Options granted pursuant to the Plan as contemplated by Article 5:00 of the Plan. 1:11 The term "Plan" shall mean The Black & Decker 1995 Stock Option Plan for Non-Employee Directors as approved by the Board of Directors on December 8, 1994, and adopted by the stockholders of the Corporation at the 1995 Annual Meeting of Stockholders, as the same may be amended from time to time. ARTICLE 2:00 Effective Date of the Plan 2:01 The Plan shall become effective upon stockholder approval, provided that such approval is received on or before May 31, 1995. ARTICLE 3:00 Participation in the Plan 3:01 Participation in the Plan shall be limited to individuals who are directors of the Corporation but not full-time employees of the Corporation on the date of grant of an Option. 3:02 No member of the Board of Directors who is a full-time employee shall be eligible to participate in the Plan. No director who owns beneficially more than 10% of the total combined voting power of all classes of stock of the Corporation shall be eligible to participate in the Plan. 3:03 Upon initial election to the Board of Directors, a director who on the date of election is not a full-time employee of the Corporation shall automatically receive an Option to purchase 2,000 shares of Common Stock. Upon each reelection, a director who on the date of reelection is not a full-time employee of the Corporation shall automatically receive an Option to purchase 1,500 shares of Common Stock. For the purpose of this Section, election or reelection at the 1995 Annual Meeting of Stockholders shall be deemed an "initial election." ARTICLE 4:00 Stock Subject to the Plan 4:01 There shall be reserved for the granting of Options pursuant to the Plan and for issuance and sale pursuant to such Options 150,000 shares of Common Stock. To determine the number of shares of Common Stock available at any time for the granting of Options, there shall be deducted from the total number of reserved shares of Common Stock the number of shares of Common Stock in respect of which Options have been granted pursuant to the Plan that are still outstanding or have been exercised. The shares of Common Stock to be issued upon the exercise of Options granted pursuant to the Plan shall be made available from the authorized and unissued shares of Common Stock. If for any reason shares of Common Stock as to which an Option has been granted cease to be subject to purchase thereunder, then such shares of Common Stock again shall be available for issuance pursuant to the Plan. Except as provided in Section 4:03, however, the aggregate number of shares of Common Stock that may be issued upon the exercise of Options pursuant to the Plan shall not exceed 150,000 shares. 4:02 Proceeds from the purchase of shares of Common Stock upon the exercise of Options granted pursuant to the Plan shall be used for the general business purposes of the Corporation. 4:03 Subject to the provisions of Section 7:02, in the event of reorganization, recapitalization, stock split, stock dividend, combination of shares of Common Stock, merger, consolidation, share exchange, acquisition of property or stock, or any change in the capital structure of the Corporation, the number and kind of shares reserved for the granting of Options and the number, kind and price of shares covered by Options granted pursuant to the Plan but not then exercised shall be adjusted appropriately by resolution of the Board. ARTICLE 5:00 Terms and Conditions of Options 5:01 Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement in such form as the Board of Directors from time to time may determine. 5:02 The exercise price per share for Options shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the Options. 5:03 Subject to the other limitations set forth in the Plan, the term of the Option shall be 10 years from the date on which it is granted. 5:04 Each Option shall become exercisable 12 months after the date the Option was granted. If an Option holder does not purchase the full number of shares of Common Stock that he or she at any time has become entitled to purchase, he or she may purchase all or any part of those shares of Common Stock at any subsequent time during the term of the Option. 5:05 Options shall be nontransferable and nonassignable, except that Options may be transferred by testamentary instrument or by the laws of descent and distribution and may be transferred pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act. 5:06 If an Option holder ceases to be a director of the Corporation, his or her Option and all rights thereunder shall terminate effective at the close of business on the date the Option holder ceases to be a director of the Corporation, except (i) to the extent previously exercised, (ii) as provided in Sections 5:07 and 5:08 and (iii) for a period of 30 days after he or she ceases to be a director of the Corporation, the Option holder shall be entitled to exercise any Option that was exercisable at the close of business on the date the Option holder ceased to be a director of the Corporation. 5:07 If an Option holder dies during the term of his or her Option without having fully exercised the Option, the executor or administrator of his or her estate or the person who inherits the right to exercise the Option by bequest or inheritance shall have the right within three years of the Option holder's death to purchase the number of shares of Common Stock that the deceased Option holder was entitled to purchase at the date of his or her death, after which the Option shall lapse, provided that in no event may any Option be exercised after the expiration of the term of the Option. 5:08 If an Option holder ceases to be a director of the Corporation without having fully exercised his or her Option and (i) the Option holder is 65 years of age or older, or (ii) the Option holder has been a director of the Corporation or any of its subsidiaries for at least 5 years, then the Option holder shall have the right within three years of the Option holder's termination as a director to purchase the number of shares of Common Stock that the Option holder was entitled to purchase at the date of termination, after which the Option shall lapse, provided that in no event may any Option be exercised after the expiration of the term of the Option. 5:09 The granting of an Option pursuant to the Plan shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation to continue the Option holder as a director for any specified period. ARTICLE 6:00 Methods of Exercise of Options 6:01 An Option holder (or other person or persons, if any, entitled to exercise an Option hereunder) desiring to exercise an Option granted pursuant to the Plan as to all or part of the shares of Common Stock covered by the Option shall (i) notify the Corporation in writing at its principal office at 701 East Joppa Road, Towson, Maryland 21286, to that effect, specifying the number of shares of Common Stock to be purchased and the method of payment therefor, and (ii) make payment or provision for payment for the shares of Common Stock so purchased in accordance with this Article 6:00. Such written notice may be given by means of a facsimile transmission. If a facsimile transmission is used, the Option holder should mail the original executed copy of the written notice to the Corporation promptly thereafter. 6:02 Payment or provision for payment shall be made as follows: (a) The Option holder shall deliver to the Corporation at the address set forth in Section 6:01 United States currency in an amount equal to the aggregate purchase price of the shares of Common Stock as to which such exercise relates; or (b) The Option holder shall tender to the Corporation shares of Common Stock already owned by the Option holder that, together with any cash tendered therewith, have an aggregate fair market value (determined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 6:01 is received by the Corporation) equal to the aggregate purchase price of the shares of Common Stock as to which such exercise relates; or (c) The Option holder shall deliver to the Corporation an exercise notice together with irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds necessary to pay the aggregate purchase price of the shares of Common Stock as to which such exercise relates and to sell the shares of Common Stock to be issued upon exercise of the Option and deliver the cash proceeds less commissions and brokerage fees to the Option holder or to deliver the remaining shares of Common Stock to the Option holder. Notwithstanding the foregoing provisions, the Board of Directors may limit the methods in which an Option may be exercised by any person and, in processing any purported exercise of an Option granted pursuant to the Plan, may refuse to recognize the method of exercise selected by the Option holder (other than the method of exercise set forth in Section 6:02(a)) if, in the opinion of counsel to the Corporation, (i) the Option holder is or within the six months preceding such exercise was subject to reporting under Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the method of exercise selected by the Option holder would subject the Option holder to a substantial risk of liability under Section 16 of the Exchange Act. 6:03 In addition to the alternative methods of exercise set forth in Section 6:02, the Option holder shall be entitled, at or prior to the time the written notice provided for in Section 6:01 is delivered to the Corporation, to elect to have the Corporation withhold from the shares of Common Stock to be delivered upon exercise of the Option that number of shares of Common Stock (determined based on the Fair Market Value of a share of Common Stock on the date the notice set forth in Section 6:01 is received by the Corporation) necessary to satisfy any withholding taxes attributable to the exercise of the Option. Alternatively the holder may elect to deliver previously owned shares of Common Stock upon exercise of the Stock Option to satisfy any withholding taxes attributable to the exercise of the Stock Option. The maximum amount that an Option holder may elect to have withheld from the shares of Common Stock otherwise deliverable upon exercise or the maximum number of previously owned shares an Option holder may deliver shall be equal to his or her federal and state withholding. Notwithstanding the foregoing provisions, the Board of Directors may include in the Option Agreement relating to any such Option provisions limiting or eliminating the Option holder's ability to pay his or her withholding tax obligation with shares of Common Stock or, if no such provisions are included in the Option Agreement but in the opinion of the Board of Directors such withholding would have an adverse tax or accounting effect to the Corporation, at or prior to exercise of the Option, the Board of Directors may so limit or eliminate the Option holder's ability to pay withholding tax obligations with shares of Common Stock. Notwithstanding the foregoing provisions, a holder of an Option may not elect any of the methods of satisfying his or her withholding tax obligation in respect of any exercise if, in the opinion of counsel to the Corporation, (i) the holder of the Stock Option is or within the six months preceding such exercise was subject to reporting under Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the election or timing of the election would subject the holder to a substantial risk of liability under Section 16 of the Exchange Act. 6:04 An Option holder at any time may elect in writing to abandon an Option in respect of all or part of the number of shares of Common Stock as to which the Option shall not have been exercised. 6:05 An Option holder shall have none of the rights of a stockholder of the Corporation until the shares of Common Stock covered by the Option are issued upon exercise of the Option. ARTICLE 7:00 Limited Stock Appreciation Rights 7:01 Option holders shall have Limited Stock Appreciation Rights entitling Option holders to receive, in connection with a Change in Control (as defined in Section 7:02), a cash payment in cancellation of all of their Options that are outstanding on the date the Change in Control occurs (whether or not such Options are then presently exercisable if they have been held for a period of at least six months from the date of acquisition to the date of cash settlement), which payment shall be equal to the number of shares covered by the cancelled Options multiplied by the excess over the exercise price of the Options of the higher of (i) the Fair Market Value of a share of Common Stock on the date of the Change in Control or (ii) the highest per share price paid for the shares of Common Stock in connection with the Change in Control (with the value of any noncash consideration paid in connection with the Change in Control to be determined by the Board of Directors in its sole and absolute discretion). For purposes of this Section 7:01 as well as the other provisions of this Plan, once an Option or portion of an Option has terminated, lapsed or expired, or has been abandoned, in accordance with the provisions of the Plan, the Option (or the portion of the Option) that has terminated, lapsed or expired, or has been abandoned, shall cease to be outstanding. Limited Stock Appreciation Rights shall not be exercisable at the discretion of the holder but shall automatically be exercised upon a Change in Control. 7:02 For purposes of Section 7:01, a "Change in Control" shall mean a change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Corporation is in fact required to comply therewith, provided that, without limitation, such a Change in Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, or a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation's then outstanding securities; or (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in clauses (A) or (C) of this Section 7:02) whose election by the Board of Directors or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (C) the stockholders of the Corporation approve a merger, share exchange or consolidation of the Corporation with any other corporation, other than a merger, share exchange or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger, share exchange or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets. ARTICLE 8:00 Amendments and Discontinuance of the Plan 8:01 The Board of Directors shall have the right at any time and from time to time to amend, modify, or discontinue the Plan provided that, except as provided in Section 4:03, no such amendment, modification, or discontinuance of the Plan shall (i) revoke or alter the terms of any valid Option or Limited Stock Appreciation Right previously granted pursuant to the Plan, (ii) increase the number of shares of Common Stock to be reserved for issuance and sale pursuant to Options or Stock Appreciation Rights granted pursuant to the Plan, (iii) decrease the price determined pursuant to the provisions of Section 5:02 or increase the amount of cash that a holder of a Limited Stock Appreciation Right is entitled to receive upon exercise of a Limited Stock Appreciation Right, (iv) change the class of individuals to whom Options or Limited Stock Appreciation Rights may be granted pursuant to the Plan, or (v) provide for Options or Limited Stock Appreciation Rights exercisable more than 10 years after the date granted. Notwithstanding the foregoing, the provisions of the Plan that determine the amount, price or timing of benefits or the grant or exercise of Options as Limited Stock Appreciation Rights shall not be amended more than once every six months, unless the amendment would be consistent with the provisions of Rule 16b-3(c)(2)(ii) promulgated under the Exchange Act (or any successor provision thereto). ARTICLE 9:00 Plan Subject to Governmental Laws and Regulations 9:01 The Plan and the grant and exercise of Options and Limited Stock Appreciation Rights pursuant to the Plan shall be subject to all applicable governmental laws and regulations. Notwithstanding any other provision of the Plan to the contrary, the Board of Directors may in its sole and absolute discretion make such changes in the Plan as may be required to conform the Plan to such laws and regulations. ARTICLE 10:00 Duration of the Plan 10:01 No Option or Limited Stock Appreciation Right shall be granted pursuant to the Plan after the close of business on April 30, 2005. EX-5 3 OPINION OF MILES & STOCKBRIDGE EXHIBIT 5 Opinion of Miles & Stockbridge, a Professional Corporation April 25, 1995 The Black & Decker Corporation 701 East Joppa Road Towson, Maryland 21204 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 of 150,000 shares of Common Stock of The Black & Decker Corporation, a Maryland corporation (the "Corporation"), pursuant to The Black & Decker Corporation 1995 Stock Option Plan for Non- Employee Directors (the "Plan"), we have examined such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion. Based on that examination, we advise you that in our opinion the 150,000 shares of Common Stock to be issued by the Corporation pursuant to the Plan have been duly and validly authorized and, when issued upon the terms set forth in the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the registration statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, Miles & Stockbridge, a Professional Corporation By:/s/ GLENN C. CAMPBELL Principal EX-23 4 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 Consent of Independent Auditors EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The Black & Decker Corporation's 1995 Stock Option Plan for Non-Employee Directors of our report dated February 9, 1995, with respect to the consolidated financial statements and schedule of The Black & Decker Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1994, as amended by Form 10-K/A (Amendment No. 1) filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Ernst & Young LLP Baltimore, Maryland April 19, 1995 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 Power of Attorney POWER OF ATTORNEY We, the undersigned Directors and Officers of The Black & Decker Corporation (the "Corporation"), hereby constitute and appoint Nolan D. Archibald, Thomas M. Schoewe and Charles E. Fenton, and each of them, with power of substitution, our true and lawful attorneys-in- fact with full power to sign for us, in our names and in the capacities indicated below, a Registration Statement on Form S-8, and all amendments thereto (including post-effective amendments), for the purpose of registering under the Securities Act of 1933, as amended, up to 150,000 shares of the Corporation's Common Stock (and the related Preferred Stock Purchase Rights) for issuance pursuant to The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee Directors. Signature Title Date /s/ NOLAN D. ARCHIBALD Director, President and Chief April 25, 1995 Nolan D. Archibald Executive Officer (Principal Executive Officer) /s/ BARBARA L. BOWLES Director April 25, 1995 Barbara L. Bowles /s/ MALCOLM CANDLISH Director April 25, 1995 Malcolm Candlish /s/ ALONZO G. DECKER, JR. Director April 25, 1995 Alonzo G. Decker, Jr. /s/ ANTHONY LUISO Director April 25, 1995 Anthony Luiso /s/ J. DEAN MUNCASTER Director April 25, 1995 J. Dean Muncaster /s/ MARK H. WILLES Director April 25, 1995 Mark H. Willes /s/ M. CABELL WOODWARD, JR. Director April 25, 1995 M. Cabell Woodward, Jr. /s/ THOMAS M. SCHOEWE Vice President and April 25, 1995 Thomas M. Schoewe Chief Financial Officer /s/ STEPHEN F. REEVES Corporate Controller April 25, 1995 Stephen F. Reeves -----END PRIVACY-ENHANCED MESSAGE-----