-----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, P3VOuPr9M9bbB99vqtD0jscU1/Xv/txCaBJzE7TD3ItEbj+NO8pHD/XXEqjgmP0A YjySvW4flKQ6Dz6By53bcA== 0000950172-99-000267.txt : 19990319 0000950172-99-000267.hdr.sgml : 19990319 ACCESSION NUMBER: 0000950172-99-000267 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990318 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-04801 FILM NUMBER: 99567646 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 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BARNES GROUP INC. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-0247840 --------------------------------------------------------------------- (State of Incorporation or (IRS Employer Organization Identification No.) 123 Main Street, Bristol, Connecticut 06011-0409 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective Act and is effective pursuant pursuant to General to General Instruction A.(d), Instruction A.(c), please please check the following check the following box. |_| box. |X| Securities Act registration statement file number to which this form relates: N/A ----------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class is to be so registered to be registered ------------------- ---------------------- Preferred Stock Purchase New York Stock Exchange Rights (Pursuant to Rights Agreement dated as of December 10, 1996 and amended as of February 19, 1999) Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------------------------------------------------- Title of Class ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. Reference is hereby made to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission by Barnes Group Inc. (the "Company") on December 20, 1996 (the "Original Form 8-A") relating to the rights distributed to the stockholders of the Company (the "Rights") in connection with the Rights Agreement (the "Rights Agreement"), dated as of December 10, 1996, between the Company and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"), as Rights Agent. The Original Form 8-A is hereby incorporated by reference herein. On February 19, 1999, the Board of Directors of the Company (the "Board") approved and adopted Amendment No. 1 to the Rights Agreement (the "Amendment"), dated as of February 19, 1999, between the Company and the Rights Agent. The Amendment eliminates those provisions from the Rights Agreement that provided that the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest or consent solicitation. A copy of the Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such Exhibit. ITEM 2. EXHIBITS. - ------ --------- 1 Amendment No. 1 to the Rights Agreement, dated as of February 19, 1999, between Barnes Group Inc. and ChaseMellon Shareholder Services L.L.C., as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 17, 1999 BARNES GROUP INC. By: /s/ Edmund M. Carpenter --------------------------- Name: Edmund M. Carpenter Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit Description Page ------- ----------- ---- 1 Amendment No. 1 to the Rights Agreement, dated as of February 19, 1999, between Barnes Group Inc. and ChaseMellon Shareholder Services L.L.C., as Rights Agent. EX-1 2 EXHIBIT 1 - AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT Amendment No. 1, dated as of February 19, 1998 (the "Amendment"), between Barnes Group Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"). WHEREAS, in accordance with Section 26 of the Rights Agreement, the Company desires to amend the Rights Agreement and to set forth the terms of the amendments in this Amendment; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment of Redemption and Termination Section. Section 23 of the Rights Agreement is hereby amended by deleting subsection (c) thereof in its entirety. Section 2. Amendment of Form of Rights Certificate. The sixth paragraph of the text of the Form of Rights Certificate is hereby amended by deleting the final sentence thereof. Section 3. Amendment of Summary of Rights to Purchase Preferred Stock. The ninth paragraph of the Summary of Rights to Purchase Preferred Stock is hereby amended by deleting the final sentence thereof. Section 4. Rights Agreement as Amended. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. Section 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. Attest: BARNES GROUP INC. By /s/ Charles E. Lindsey Jr. By /s/ John R. Arrington --------------------------- ------------------------------ Name: Charles E. Lindsey Jr. Name: John R. Arrington Title: Division Counsel & Title: Senior Vice President of Assistant Secretary Human Resources Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By /s/ Joan B. Hayes By /s/ Jacqueline M. Wadsworth ------------------------------- ----------------------------- Name: Joan B. Hayes Name: Jacqueline M. Wadsworth Title: Assistant Vice President Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----