8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2006

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-04801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06011-0489
(Address of principal executive offices)	(Zip Code)

(860) 583-7070

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 15, 2006, Barnes Group Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Mr. Eugen Hänggi ( the “Seller”). The Purchase Agreement provides that the Company, or one or more of its subsidiaries, will acquire all of the outstanding shares of Heinz Hänggi AG, Stanztechnik, a Swiss corporation (“Heinz Hänggi”), for CHF 162,000,000 (the “Purchase Price”). Of the Purchase Price, CHF 122,000,000 (or approximately US$ 92,606,649 based on the exchange rate of CHF 1.3174/$ on March 10, 2006) of the Purchase Price is to be paid in cash. The balance is to be paid in the form of 814,338 shares of common stock, par value $.01, of the Company (the “Common Stock”). Such number of shares of Common Stock was determined using an average of the daily mid-point price of a share of Common Stock for the 30 trading days from January 27, 2006 to and including March 10, 2006 and using an average exchange rate for such period; provided, that such number of shares of Common Stock will be adjusted if prior to the closing of the acquisition the Company declares a stock dividend or makes distributions upon or subdivides, splits up, reclassifies or combines its Common Stock, or declares a dividend or makes a distribution on the Common Stock in any security convertible into Common Stock. Each of the parties to the Purchase Agreement has made representations and warranties and agreed to indemnification obligations customary for transactions of the type contemplated by the Purchase Agreement. The Purchase Agreement also provides for a non-competition covenant from the Seller and a post-closing consulting relationship between Heinz Hänggi and the Seller. The consummation of the acquisition is subject to a number of closing conditions including approval by the German Federal Cartel Office.

Item 3.02. Unregistered Sales of Equity Securities.

As described in Item 1.01 above, in connection with the acquisition of Heinz Hänggi, at and subject to the closing of the transaction, the Company is to issue shares of Common Stock to the Seller as part of the Purchase Price. The Common Stock to be issued to the Seller is to be issued in reliance upon an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S. The Company is relying upon the representations and warranties of the Seller, including his agreement with respect to restrictions on resale, in support of the satisfaction of the conditions contained in Section 4(2) of the Securities Act and Regulation S. Certificates representing the Common Stock to be issued pursuant to the Purchase Agreement will bear restrictive legends.

Item 7.01. Regulation FD Disclosure.

On March 15, 2006, the Company issued a press release that announced it had entered into the Purchase Agreement. That release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 15, 2006	BARNES GROUP INC.
	(Registrant)
	By:	/s/ Signe S. Gates
		Signe S. Gates
		Senior Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit Number	Description	Reference
99.1	Press Release dated March 15, 2006	Furnished with this report

EX-99.1

Exhibit 99.1

Barnes Group Inc.

Corporate Office

Bristol, CT 06010

Tel: (860) 583-7070

Brian D. Koppy

Investor Relations

(860) 973-2126

Stephen J. McKelvey

Corporate Communications

(860) 973-2132

BARNES GROUP INC. TO ACQUIRE

HEINZ HÄNGGI AG, STANZTECHNIK

Bristol, Connecticut, March 15, 2006—Barnes Group Inc. (NYSE: B) today announced that it has signed a definitive agreement to acquire Heinz Hänggi AG, Stanztechnik of Bettlach, Switzerland, a developer and manufacturer of high-precision punched and fine-blanked components, for a combination of cash and Barnes Group Inc. common stock. The acquisition is expected to close in the second quarter of this year and will add approximately $30 million in annual sales to Barnes Group’s Associated Spring unit. The acquisition is expected to have minimal impact on earnings per share in 2006 and to be accretive to earnings per share beginning in 2007.

“Heinz Hänggi AG is a terrific strategic fit with our Associated Spring operation and is consistent with our focus on acquiring specialty, higher margin businesses which offer superior manufacturing capabilities to customers,” said Edmund M. Carpenter, President and Chief Executive Officer, Barnes Group Inc. “Heinz Hänggi AG’s demonstrated commitment to innovation, outstanding manufacturing technology and skilled employees will be a valuable asset to Associated Spring and Barnes Group. Mr. Eugen Hänggi has built a wonderful business and we are pleased that the experienced employees of Heinz Hänggi AG will be joining Barnes Group.”

“Heinz Hänggi AG’s competitive advantage in the market for highly precise, intricate, and complex punched components and its philosophy of providing world-class product quality and service complement Associated Spring’s growing product scope and geographic presence, and will leverage Associated Spring’s global sales and distribution channels,” said Gregory F. Milzcik, Executive Vice President and Chief Operating Officer, Barnes Group Inc. and President, Associated Spring.

Heinz Hänggi AG offers innovative and custom-design solutions in the area of micro-punching, progressive die tooling and fine-blanking from prototypes to complete assemblies. Superior production technology provides value to the company’s customers by eliminating costly secondary operations. Its range of manufacturing solutions allows the company to serve diversified industries, including high-precision components for transportation suppliers, the power tools sector, the watch industry, consumer electronics, telecommunications, medical devices, and textile machinery sectors. A majority of the company’s sales are in Europe, and it is a significant global producer of orifice plates, used in fuel injectors.

Barnes Group Inc. / 2

Barnes Group Inc. (www.barnesgroupinc.com) is a diversified international manufacturer of precision metal components and assemblies and a distributor of industrial supplies, serving a wide range of markets and customers. Founded in 1857 and headquartered in Bristol, Connecticut, Barnes Group consists of three businesses with 2005 sales of $1.1 billion: Barnes Distribution, an international, full-service distributor of maintenance, repair, operating, and production supplies; Associated Spring, one of the world’s largest manufacturers of precision mechanical and nitrogen gas products and a global supplier of retaining rings, reed valves, shock discs, and injection-molded plastic components and assemblies; and Barnes Aerospace, a manufacturer and repairer of highly engineered assemblies and components of aircraft engines, airframes, and land-based industrial gas turbines. Over 6,000 dedicated employees at more than 60 locations worldwide contribute to Barnes Group Inc.’s success. The Company has paid cash dividends to stockholders on a continuous basis since 1934.

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. We assume no obligation to update our forward-looking statements.

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