-----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, IvPGs34bShntHe6iLPcEcpCDJHdPQeVB9lXjymgaQ9N/a3XsyOK/QgUUgD5cvxsj 78CrnJ+jBcY7txoRJ0Nk1w== 0000012355-96-000014.txt : 19960514 0000012355-96-000014.hdr.sgml : 19960514 ACCESSION NUMBER: 0000012355-96-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960513 EFFECTIVENESS DATE: 19960601 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: 333-03595 FILM NUMBER: 96561594 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163310 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 S-8 1 As filed with the Securities and Exchange Commission on May 13, 1996. 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 1996 Employee Stock Purchase Plan (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 aggregate Amount of Title of securities Amount to be offering price offering registration to be registered registered per share (1) price(1) fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.50 per share .................. 750,000 $35.22 $26,415,000 $9,108 =============================================================================================================================
(1) Computed, pursuant to Rule 457, solely for the purpose of calculating the registration fee, based on 90% of the average of the high and low prices of the Common Stock on May 6, 1996. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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, 1995; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; and (c) 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. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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 the 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 so 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 the Corporation to indemnify present and past directors and officers of the Corporation or of another corporation that 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 cause of action adjudicated 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 - 2 - 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 By-Laws of the Corporation permit the 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. 4. The Black & Decker 1996 Employee Stock Purchase Plan, included as Exhibit B to the Proxy Statement of the Corporation dated March 1, 1996, for the 1996 Annual Meeting of Stockholders, is incorporated herein by reference. 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: - 3 - (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 subparagraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 - 4 - 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. - 5 - 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 May 13, 1996. 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 Chairman, President May 13, 1996 Nolan D. Archibald and Chief Executive Officer Principal Financial Officer /S/ THOMAS M. SCHOEWE Vice President May 13, 1996 Thomas M. Schoewe and Chief Financial Officer Principal Accounting Officer /S/ STEPHEN R. REEVES Corporate Controller May 13, 1996 Stephen F. Reeves This Registration Statement also has been signed by the following Directors, who constitute a majority of the Board of Directors: Nolan D. Archibald* Anthony Luiso* Barbara L. Bowles* Lawrence R. Pugh* Malcolm Candlish* Mark H. Willes* Alonzo G. Decker, Jr.* M. Cabell Woodward, Jr.* *By: /S/ CHARLES E. FENTON May 13, 1996 Charles E. Fenton Attorney-In-Fact EX-5 2 EXHIBIT 5 MILES & STOCKBRIDGE, A PROFESSIONAL CORPORATION 10 LIGHT STREET BALTIMORE, MARYLAND 21202 May 13, 1996 The Black & Decker Corporation 701 East Joppa Road Towson, Maryland 21286 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 of 750,000 shares of Common Stock of The Black & Decker Corporation, a Maryland corporation (the "Corporation"), to be issued in connection with The Black & Decker 1996 Employee Stock Purchase Plan (the "Plan"), we have examined such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion. Based on the foregoing, we are of the opinion that the Plan has been duly and validly authorized and adopted by the Board of Directors of the Corporation, and that the Common Stock being registered under the Securities Act of 1933, when issued in accordance with the terms and conditions of 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 3 EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the The Black & Decker 1996 Employee Stock Purchase Plan of our report dated January 31, 1996, 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, 1995, filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP Baltimore, Maryland May 7, 1996 EX-24 4 EXHIBIT 24 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 any and all amendments thereto (including post-effective amendments), for the purpose of registering under the Securities Act of 1933, as amended, up to 750,000 shares of Common Stock under The Black & Decker 1996 Employee Stock Purchase Plan. /S/ NOLAN D. ARCHIBALD Director, Chairman, April 23, 1996 Nolan D. Archibald President and Chief Executive Officer (Principal Executive Officer) /S/ BARBARA L. BOWLES Director April 23, 1996 Barbara L. Bowles /S/ MALCOLM CANDLISH Director April 23, 1996 Malcolm Candlish /S/ ALONZO G. DECKER JR. Director April 23, 1996 Alonzo G. Decker, Jr. /S/ ANTHONY LUISO Director April 23, 1996 Anthony Luiso /S/ LAWRENCE R. PUGH Director April 23, 1996 Lawrence R. Pugh /S/ MARK H. WILLES Director April 23, 1996 Mark H. Willes /S/ M. CABELL WOODWARD JR. Director April 23, 1996 M. Cabell Woodward, Jr. /S/ THOMAS M. SCHOEWE Vice President and April 23, 1996 Thomas M. Schoewe Chief Financial Officer (Principal Financial Officer) /S/STEPHEN F. REEVES Corporate Controller April 23, 1996 Stephen F. Reeves (Principal Accounting Officer) - 2 - -----END PRIVACY-ENHANCED MESSAGE-----