SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BARNES GROUP INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
06-0247840
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(I.R.S. Employer Identification No.)
123 MAIN STREET, BRISTOL, CONNECTICUT 06010
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(Address of Principal Executive Offices) (Zip Code)
1991 BARNES GROUP STOCK INCENTIVE PLAN,
AS AMENDED JULY 16, 1993
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(Full Title of Plan)
Barnes Group Inc.
Mary Louise Beardsley 123 Main Street
Associate General Counsel and Secretary Bristol, CT 06010
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(Name and Address of Agent for Service)
(203) 583-7070
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________
|Title of | Amount | Proposed | Proposed | Amount of |
|Securities | to be | Maximum | Maximum | Registra- |
| to be | Registered | Offering Price | Aggregate | tion Fee |
|Registered | | Per Share | Offering | |
| | | (1) (2) | Price (2) | |
|-------------------------------------------------------------------|
| Common | | | | |
| Stock, par | | | | |
| value $1.00| 900,000 | $33.875 |$30,487,500| $10,513.01 |
| per share | | | | |
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) With respect to options not presently outstanding, based on the
average of the high and low prices per share of the Registrant's common
stock reported on the New York Stock Exchange on July 12, 1994, as set
forth in Rules 457(c) and 457(h).
Exhibit Index Appears on Page 8
Total Number of Pages in this Registration Statement: 11
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PART II
Item 3. Incorporation of Documents by Reference.
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There is incorporated herein by reference the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, previously
filed by Barnes Group Inc. (the "Registrant" or the "Company") with the
Securities and Exchange Commission (File No. 001-04801) and the Registrant's
Quarterly Report on Form 10-Q for the first quarter ended March 31, 1994 and the
Registrant's Current Reports on Form 8-K dated March 4, 1994 and April 11, 1994,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 10 filed with the
SEC on August 21, 1963 under the Exchange Act, including any amendment or report
filed for the purpose of updating such description, and all other reports
previously filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1993.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the common stock being registered by this registration
statement has been passed upon by Mary Louise Beardsley, Associate General
Counsel and Secretary of the Company. Ms. Beardsley currently has options as to
4,300 shares under the Plan and can be expected to receive additional options or
other incentive awards under the Plan in the future.
Item 6. Indemnification of Directors and Officers.
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Article V of the Registrant's By-Laws states that the Registrant shall
indemnify and hold harmless its directors and officers to the fullest extent
permitted by the laws of Delaware.
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Section 145 of the Delaware Corporation Law provides, in general, for the
indemnification of any director or officer who was, is, or is threatened to be
made a party in any action, suit or proceeding (other than an action by or in
the right of the Registrant). In general, each director and officer is
indemnified against losses by reason of his or her being an officer or director
of the Company provided that he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.
The directors and officers of the Registrant are covered by a policy
of insurance under which they are insured, within limits and subject to certain
limitations, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings in which they are parties by reason of
being or having been directors or officers, including actions, suits or
proceedings arising out of any actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty. The Registrant is
similarly insured, under such policy, with respect to certain payments it might
be required to make to its directors or officers in accordance with applicable
law and the Registrant's By-Laws provisions relating to indemnification.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The Exhibits required by Item 601 of Regulation S-K are filed as
Exhibits to this Registration Statement and indexed at page 8 of this statement.
Item 9. Undertakings.
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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;
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(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;
(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 set forth in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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.
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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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
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the provisions described under Item 6 above, 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.
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SIGNATURES
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The Registrant. 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 Bristol, State of Connecticut, on July 15, 1994.
BARNES GROUP INC.
By: A. Stanton Wells
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A. Stanton Wells
President and Chief Executive Officer
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. Each person whose signature appears below
hereby authorizes John E. Besser and Mary Louise Beardsley and each of them,
with full power of substitution, to execute in the name and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the person(s) so acting deems appropriate, and appoints each of
such persons, each with full power of substitution, atttorney-in-fact to sign
any amendment (including any post-effective amendment) to this Registration
Statement and to file same, with exhibits thereto, and other documents in
connection therewith.
Signature Date
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A. Stanton Wells July 15, 1994
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A. Stanton Wells
President and Chief Executive Officer
(the principal executive officer) and
Director
John E. Besser July 15, 1994
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John E. Besser
Senior Vice President - Finance and Law
(the principal financial officer)
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George J. Crowley July 15, 1994
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George J. Crowley
Vice President, Controller
(the principal accounting officer)
Thomas O. Barnes July 15, 1994
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Thomas O. Barnes
Director
Wallace Barnes July 15, 1994
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Wallace Barnes
Director
Gary G. Benanav July 15, 1994
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Gary G. Benanav
Director
William S. Bristow, Jr. July 15, 1994
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William S. Bristow, Jr.
Director
Robert J. Callander July 15, 1994
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Robert J. Callander
Director
George T. Carpenter July 15, 1994
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George T. Carpenter
Director
Donna R. Ecton July 15, 1994
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Donna R. Ecton
Director
Marcel P. Joseph July 15, 1994
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Marcel P. Joseph
Director
Theodore E. Martin July 15, 1994
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Theodore E. Martin
Director
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Juan M. Steta July 15, 1994
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Juan M. Steta
Director
K. Grahame Walker July 15, 1994
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K. Grahame Walker
Director
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EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the 1991 Barnes Group Stock Incentive Plan
Exhibit
Number Description Sequential Page No.
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4.1 Rights Agreement dated Incorporated by reference
as of July 16, 1986 to Exhibit 4.2 to the
between the Company Company's report on Form
and The Connecticut 10-K for the year ended
Bank & Trust Company, December 31, 1991.
National Association.
4.2 Amendment to the Incorporated by reference
Rights Agreement set to Exhibit 4.4 to the
forth in Exhibit 4.1 Company's report on Form
dated July 15, 1990. 10-K for the year ended
December 31, 1990.
5.1 Opinion of Mary Louise p. 9
Beardsley, Esq. with respect
to the legality of the
securities being registered.
23.1 Consent of Ernst & Young, p. 11
Independent Auditors.
23.2 Consent of Mary Louise p. 9
Beardsley, Esq. is contained
in the opinion filed as
Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney p. 5
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Exhibit 5.1
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[LETTERHEAD]
Mary Louise Beardsley Executive Office
Associate General Counsel 123 Main Street
and Secretary P.O. Box 489
Bristol, CT 06011-0489 U.S.A.
BARNES [LOGO] Tel. (203) 583-0707
GROUP INC. Fax (203) 589-3507
July 18, 1994
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Gentlemen and Mesdames:
I am the Associate General Counsel and Secretary
of Barnes Group Inc. (the "Company") and I have acted
as legal counsel to the Company in connection with the
filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, relating to 900,000 shares of
the Company's common stock, par value $1.00 per share,
issuable under the 1991 Barnes Group Stock Incentive
Plan adopted April 3, 1991, as amended April 6, 1994
(the "Plan").
In my capacity as Associate General Counsel and
Secretary for the Company, I have examined and am
familiar with (i) the Certificate of Incorporation and
the By-Laws of the Company, as amended; (ii) the
corporate proceedings of the Company relating to the
issuance of the shares; and (iii) such agreements,
certificates of public officials, certificates of
officers or representatives of the Company and others,
and such other documents, certificates and records as I
have deemed necessary or appropriate as a basis for the
opinions set forth herein. In such examination, I have
assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity
to original documents of all documents submitted to me
as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents.
As to any facts material to the opinions expressed
herein which I did not independently establish or
verify, I have relied upon statements and
representations of officers and other representatives
of the Company and others. During the course of my
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Barnes Group Inc.
Page 2
July 18, 1994
discussions with officers and representatives of the
Company and my review of the documents specified above
in connection with the preparation of this opinion, no
facts were disclosed to me which cause me to conclude
that any such statement or representation is untrue.
Based upon and subject to the foregoing, I am of
the opinion that all necessary corporate proceedings
have been duly taken to authorize the issuance of the
Company's common stock under the Plan, and that if said
shares are issued in accordance with the Plan upon the
exercise of stock options or stock appreciation rights
or on payment under performance unit awards or pursuant
to incentive stock rights said shares will be legally
issued, fully paid and non-assessable.
I consent to the filing of this opinion as an
exhibit to said Registration Statement and the
Prospectus which is part of the aforesaid Registration
Statement, including any amendments thereto, but do not
thereby admit that I come within the category of
persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Mary Louise Beardsley
Mary Louise Beardsley
MLB/ekt
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Exhibit 23.1
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1991 Barnes Group Stock Incentive Plan, as
amended July 16, 1993, of our report dated January 28, 1994, with respect
to the consolidated financial statements and schedules of Barnes Group Inc.
including and/or incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG
ERNST & YOUNG
Hartford, Connecticut
July 15, 1994
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