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 Officer) (Zip Code)
1991 BARNES GROUP STOCK INCENTIVE PLAN
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(Full Title of Plan)
Barnes Group Inc.
William V. Grickis, Jr. 123 Main Street
Vice President and General Counsel Bristol, CT 06010
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(Name and Address of Agent for Service)
(860) 583-7070
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maxi- Proposed Maxi- Amount
Title of Amount mum Offering mum Aggregate of
Securities to be Price Per Offering Regis-
to be Reg- Regis- Share Price tration
istered tered (1) (2) (2) Fee
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Common
Stock, par 1,500,000 $25.625 $38,437,500 $11,647.73
value $.01
per share
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(1) Estimated solely for the purpose of calculating the registra-
tion fee.
(2) 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 May 12, 1997, as set forth in Rules 457(c) and
457(h).
PART II
Item 3. Incorporation of Documents by Reference.
The contents of the Barnes Group Inc. (the "Registrant"
or the "Company") Registration Statement on Form S-8 (File No.
033-20932), filed by the Registrant with the Securities and
Exchange Commission on July 18, 1994, are incorporated herein by
reference. Also incorporated herein by reference are (i) the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, (ii) the Registrant's quarterly report on Form
10-Q for the first quarter ended March 31, 1997, (iii) the
Registrant's Current Reports on Form 8-K filed February 21, 1997
and April 8, 1997, (iv) the description of the Registrant's common
stock contained in the Registrant's Registration Statement on Form
10 filed with the Securities and Exchange Commission on August 21,
1963 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description, and (v) all other reports
previously filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
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 in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock being registered by
this registration statement has been passed upon by William V.
Grickis, Jr., Esq., Vice President and General Counsel of the
Company. Mr. Grickis currently has options to purchase 4,800
shares of the Company's common stock, par value $.01 per share,
under the 1991 Barnes Group Stock Incentive Plan (the "Plan") and
can be expected to receive additional options or other incentive
awards under the Plan in the future.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K are
filed as Exhibits to this Registration Statement and indexed at
page 4 of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 May
16, 1997.
BARNES GROUP INC.
By: /s/ Theodore E. Martin
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Theodore E. Martin
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, 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
J. Locher and William V. Grickis, Jr. 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, attorney-in-fact to sign 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.
Signature Date
/s/ Theodore E. Martin May 16, 1997
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Theodore E. Martin
President and Chief Executive
Officer (the principal executive
officer) and Director
/s/ John J. Locher May 16, 1997
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John J. Locher
Vice President, Treasurer
(the principal financial officer)
/s/ Francis C. Boyle, Jr. May 16, 1997
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Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)
/s/ Thomas O. Barnes May 16, 1997
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Thomas O. Barnes
Director
/s/ Gary G. Benanav May 16, 1997
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Gary G. Benanav
Director
/s/ William S. Bristow, Jr. May 16, 1997
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William S. Bristow, Jr.
Director
--------------------------------- May 16, 1997
Robert J. Callander
Director
/s/ George T. Carpenter May 16, 1997
--------------------------------
George T. Carpenter
Director
/s/ Donna R. Ecton May 16, 1997
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Donna R. Ecton
Director
/s/ Frank E. Grzelecki May 16, 1997
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Frank E. Grzelecki
Director
/s/ Marcel P. Joseph May 16, 1997
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Marcel P. Joseph
Director
/s/ Theodore E. Martin May 16, 1997
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Theodore E. Martin
Director
EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the 1991 Barnes Group Stock Incentive Plan
Exhibit Number Description
4.1 Rights Agreement dated as of December
10, 1996 between the Company and
ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4
to the Company's Current Report on Form
8-K filed December 10, 1996)
5.1 Opinion of William V. Grickis, Jr., Esq.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of William V. Grickis, Jr., Esq.
(contained in the opinion filed as Ex-
hibit 5.1 to this Registration State-
ment)
24.1 Power of Attorney (included on the sig-
nature page of this Registration State-
ment)
EXHIBIT 5.1
[BARNES GROUP INC. LETTERHEAD]
May 16, 1997
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Ladies and Gentlemen:
I am a Vice President and the General Counsel
of Barnes Group Inc., a Delaware corporation (the "Compa-
ny"), and I have acted as legal counsel to the Company in
connection with the filing with the Securities and Ex-
change Commission of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Regis-
tration Statement"), relating to 1,500,000 shares (the
"Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), issuable under the 1991
Barnes Group Stock Incentive Plan adopted April 3, 1991,
as amended from time to time (the "Plan").
In my capacity as General Counsel of the Compa-
ny, I have examined and am familiar with (i) the Regis-
tration Statement; (ii) the Plan; (iii) the Restated
Certificate of Incorporation and the By-Laws of the
Company, each as amended to date; (iv) certain resolu-
tions adopted by the Board of Directors of the Company
relating to the issuance of the Shares pursuant to the
Plan and certain related matters; and (v) such agree-
ments, 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 opin-
ions 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 au-
thenticity of the originals of such latter documents. As
to any facts material to the opinion expressed herein
that I have not independently established or verified, I
have relied upon statements and representations of officers
and other representatives of the Company and others.
I am admitted to the Bar of the State of Connecti-
cut, and I express no opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, I am
of the opinion that the Shares have been duly authorized
for issuance and, when the Shares have been paid for and
certificates therefor have been issued and delivered in
accordance with the terms of the Plan, the Shares will be
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an
exhibit to the Registration Statement 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.
I am furnishing this opinion in connection with
the filing of the Registration Statement, and it is not
to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person
without my express written permission.
Very truly yours,
/s/ William V. Grickis, Jr.
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William V. Grickis, Jr.
EXHIBIT 23.1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Stockholder's of
Barnes Group Inc.
We hereby consent to the incorporation by reference in the Regis-
tration Statement on Form S-8 (No.033-20932) of Barnes Group Inc.
of our report dated January 22, 1997, except as to Note 13 which
is as of February 19, 1997, appearing on page 29 of the Annual
Report to Shareholders which is incorporated in the company's
Annual Report on Form 10-K. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule,
which appears on page 13 of Form 10-K.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Hartford, Connecticut
May 16, 1997
