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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 06-0247840
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
123 Main Street Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (Zip Code)
Barnes Group Inc. Employee Stock and Ownership Program
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(Full title of the plan)
Signe S. Gates, Senior Vice President Barnes Group Inc.
General Counsel and Secretary 123 Main Street
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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share price fee
(1) (2) (2)
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Common 2,500,000 $17.0625 $42,656,250 $11,858.44
Stock, par
value $.01
per share (3)
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(1) Estimated solely for the purpose of calculating the
registration 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 July 10, 2000, as set forth in Rules 457(c) and
457(h).
(3) This Registration Statement also pertains to preferred stock
purchase rights ("Rights") of the Registrant. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, will be evidenced by the certificates for the
common stock and will be transferred along with and only
with the common stock.
PART II
Item 3. Incorporation of Documents by Reference.
There is incorporated herein by reference the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, previously filed by Barnes Group Inc. (the
"Registrant" or the "Company") with the Securities and Exchange
Commission; the Registrant's Quarterly Report on 10-Q for the
first quarter ended March 31, 2000; Registrant's Current Report
on Form 8-K filed May 19, 2000, pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
all other reports previously filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1999; 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 Exchange Act, including any amendment or report filed for the
purpose of updating such description, and the description of the
Registrant's preferred stock purchase rights contained in the
Registrant's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on December 20, 1996 under the
Exchange Act, as amended by Form 8-A/A filed on March 18, 1999,
and including any further amendment or report filed for the
purpose of updating such description.
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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 Signe S.
Gates, Senior Vice President, General Counsel and Secretary of
the Company. Ms. Gates currently has options to purchase 55,000
shares of the Company's common stock, par value $.01 per share,
under the Barnes Group Inc. Employee Stock and Ownership Program
(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.
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.
The Registrant has also entered into an indemnification
agreement with each of its directors and executive officers.
Such agreement provides that the Registrant shall indemnify, and
advance expenses, to the indemnified person to the fullest extent
permitted by applicable law in effect on the date of such
agreement and to such greater extent as thereafter permitted by
law. The agreement is governed by Delaware law. Such rights to
indemnification and expense advancement are provided when the
indemnified person is, or is threatened to be made, a party to
certain proceedings or is a witness in such proceedings because
of his or her role as a director or officer of the Registrant.
The indemnification agreement remains in effect for 10 years
after the indemnified person ceases to be an officer or director
of the Registrant, or until final termination of all proceedings
in which he or she is protected under the agreement, whichever is
later.
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.
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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.
Section 102(b)(7) of the Delaware General Corporation
Law permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duties as a director,
except for liability (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for improper
payment of dividends, stock purchases or redemptions of shares,
or (iv) for any transaction from which the director derives an
improper personal benefit. The Registrant's Restated Certificate
of Incorporation includes such a provision.
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 8 of this Registration Statement.
Item 9. Undertakings.
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;
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(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 or Form S-8,
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
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
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 July 14, 2000.
BARNES GROUP INC.
By: /s/ Edmund M. Carpenter
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Edmund M. Carpenter
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 William C. Denninger and Signe S. Gates 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.
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Signature Date
/s/ Edmund M. Carpenter July 14, 2000
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Edmund M. Carpenter
President and Chief Executive Officer
(the principal executive officer) and Director
/s/ William C. Denninger July 14, 2000
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William C. Denninger
Senior Vice President, Finance and
Chief Financial Officer
(the principal financial officer)
/s/ Francis C. Boyle, Jr. July 14, 2000
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Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)
/s/ John W. Alden July 14, 2000
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John W. Alden
Director
/s/ Thomas O. Barnes July 14, 2000
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Thomas O. Barnes
Director
/s/ Gary G. Benanav July 14, 2000
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Gary G. Benanav
Director
/s/ William S. Bristow, Jr. July 14, 2000
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William S. Bristow, Jr.
Director
/s/ Robert J. Callander July 14, 2000
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Robert J. Callander
Director
/s/ George T. Carpenter July 14, 2000
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George T. Carpenter
Director
/s/ Frank E. Grzelecki July 14, 2000
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Frank E. Grzelecki
Director
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EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the Barnes Group Inc. Employee Stock and Ownership Program
Exhibit Number Description
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1997)
4.2 Amended and Restated Bylaws of the
Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1998)
4.3 Rights Agreement dated as of December 10,
1996 between the Registrant and ChaseMellon
Shareholder Services, LLC (incorporated by
reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A filed on
December 20, 1996)
4.4 Amendment No. 1 to the Rights Agreement
dated as of February 19, 1999 between the
Registrant and ChaseMellon Shareholder
Services, LLC (incorporated by reference to
Exhibit 1 to the Registrant's Form 8-A/A,
Amendment No. 1 filed on March 18, 1999)
4.5 Barnes Group Inc. Employee Stock and
Ownership Program, Effective February 1,
2000 (incorporated by reference to Annex I
to the Registrant's Proxy Statement dated
March 15, 2000 for the Annual Meeting of
Stockholders held on April 12, 2000)
5.1 Opinion of Signe S. Gates, Esq.
23.1 Consent of PricewaterhouseCoopers LLP,
Independent Auditors
23.2 Consent of Signe S. Gates, Esq. (contained
in the opinion filed as Exhibit 5.1 to this
Registration Statement)
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
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