Form 15

-----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, FXnUH9hpMd1/xqST44HCPv2EFv5Mh1y0/0RYSayixV+2870Mvp2kDAMcAgYuMbCa fpFIdNRVmAuwtxrjYOWzvw== 0001193125-07-035681.txt : 20070221 0001193125-07-035681.hdr.sgml : 20070221 20070221084054 ACCESSION NUMBER: 0001193125-07-035681 CONFORMED SUBMISSION TYPE: 15-12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 EFFECTIVENESS DATE: 20070221 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: 15-12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 07637435 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 15-12B 1 d1512b.htm FORM 15 Form 15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-04801

Barnes Group Inc.

(Exact name of registrant as specified in its charter)

123 Main St.

Bristol, Connecticut 06011-0409

(860) 583-7070

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Preferred Stock Purchase Rights

(which expired on December 23, 2006) (1)

(Title of each class of securities covered by this Form)

Common Stock, $0.01 Par Value

(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provisions(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)(i)	x	Rule 12h-3(b)(1)(i)	x
Rule 12g-4(a)(1)(ii)	¨	Rule 12h-3(b)(1)(ii)	¨
Rule 12g-4(a)(2)(i)	¨	Rule 12h-3(b)(2)(i)	¨
Rule 12g-4(a)(2)(ii)	¨	Rule 12h-3(b)(2)(ii)	¨
		Rule 15d-6	¨

Approximate number of holders of record as of the certification or notice date: None.

(1)

The Preferred Stock Purchase Rights referenced herein expired on December 23, 2006, in accordance with the terms of the Rights Agreement, dated as of December 10, 1996, between the Registrant and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated as of February 19, 1999. The Registrant filed a Registration Statement on Form 8-A with the Securities and Exchange Commission to register the Preferred Stock Purchase Rights on December 20, 1996, as amended by Amendment No. 1 thereto filed on March 18, 1999.

Pursuant to the requirements of the Securities Exchange Act of 1934, Barnes Group Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.


Date: February 21, 2007	Barnes Group Inc.

	By:	/s/ Signe S. Gates
	Name:	Signe S. Gates
	Title:	Senior Vice President, General Counsel and Secretary

-2-

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