-----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, KQBO8q8GfBT1rHFVBNNV43U+k7osi9D0rUOY/G5mRTufTonVDhsbj6itbSXlI4Jv S7C3bxGyOuqT/mriX8/+Vw== 0000950172-97-000484.txt : 19970520 0000950172-97-000484.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950172-97-000484 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970516 EFFECTIVENESS DATE: 19970516 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27339 FILM NUMBER: 97610903 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06011 BUSINESS PHONE: 2035837070 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BARNES GROUP INC. ------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE ------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 06-0247840 ------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 123 MAIN STREET, BRISTOL, CONNECTICUT 06010 ------------------------------------------------------------------------- (Address of Principal Executive Officer) (Zip Code) 1991 BARNES GROUP STOCK INCENTIVE PLAN ------------------------------------------------------------------------- (Full Title of Plan) Barnes Group Inc. William V. Grickis, Jr. 123 Main Street Vice President and General Counsel Bristol, CT 06010 ------------------------------------------------------------------------- (Name and Address of Agent for Service) (860) 583-7070 ------------------------------------------------------------------------- (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 ------------------------------------------------------------------------- Common Stock, par 1,500,000 $25.625 $38,437,500 $11,647.73 value $.01 per share ------------------------------------------------------------------------- (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 ------------------------------ 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 --------------------------------- Theodore E. Martin President and Chief Executive Officer (the principal executive officer) and Director /s/ John J. Locher May 16, 1997 --------------------------------- John J. Locher Vice President, Treasurer (the principal financial officer) /s/ Francis C. Boyle, Jr. May 16, 1997 --------------------------------- Francis C. Boyle, Jr. Vice President, Controller (the principal accounting officer) /s/ Thomas O. Barnes May 16, 1997 --------------------------------- Thomas O. Barnes Director /s/ Gary G. Benanav May 16, 1997 --------------------------------- Gary G. Benanav Director /s/ William S. Bristow, Jr. May 16, 1997 --------------------------------- 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 -------------------------------- Donna R. Ecton Director /s/ Frank E. Grzelecki May 16, 1997 ---------------------------------- Frank E. Grzelecki Director /s/ Marcel P. Joseph May 16, 1997 -------------------------------- Marcel P. Joseph Director /s/ Theodore E. Martin May 16, 1997 -------------------------------- 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) EX-5 2 EXHIBIT 5.1 - OPINION 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. ---------------------------- William V. Grickis, Jr. EX-23 3 EXHIBIT 23.1 - CONSENT 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 -------------------------- PRICE WATERHOUSE LLP Hartford, Connecticut May 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----