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): August 20, 2011

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	06010
(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 August 20, 2011, Barnes Group Inc. (the “Company”) received an offer (the “Offer”) from Berner SE (“Berner”), which is headquartered in Künzelsau, Germany, pursuant to which Berner would acquire the Company’s Barnes Distribution Europe business (the “BDE Business”). The BDE Business is comprised of the Company’s European KENT, Toolcom and BD France business units that are currently reported within the Company’s Logistics and Manufacturing Services segment. The BDE Business is headquartered in Switzerland and has offices or other facilities in Belgium, Denmark, France, Germany, Italy, Netherlands, Spain and the UK.

The Offer is binding upon Berner and irrevocable until January 31, 2012 subject to the conditions that (i) the Company will continue to operate the BDE Business in the ordinary course until the earlier of revocation or termination of the Offer or entry by the parties into a share and asset purchase agreement in the form attached to the Offer (the “Proposed SPA”); and (ii) that there shall not occur any event, circumstance, development or occurrence which has a “Material Adverse Effect” (as defined in the Proposed SPA) on the BDE Business. If either condition is not satisfied, Berner shall have the right to revoke its Offer.

As required by local law, including in France, the Company will initiate consultations on the proposed transaction with its relevant works councils, trade unions and other employee organizations. In addition, the transaction is subject to consideration and approval by the Company’s Board of Directors, which will occur only after completion of the works council consultations processes.

The Proposed SPA provides that Berner would pay the Company as consideration for the acquisition of the BDE Business an initial purchase price of €25,738,000, plus additional amounts, if any, based on adjustments at and following closing to be determined with respect to the BDE Business’s cash and working capital and for settlement of inter-company accounts. The Proposed SPA provides that the transaction would be subject to regulatory antitrust approvals in certain countries and that the Company would make customary detailed representations, warranties and covenants relating to the BDE Business. Such representations and warranties of the Company would include, among others, warranties related to corporate matters, the financial condition of the BDE Business, the assignment to Berner of intellectual property rights necessary for Berner to conduct the BDE Business, the absence of significant undisclosed legal disputes which might affect the BDE Business, and the absence of notices from customers or suppliers that could impact the BDE Business.

The Offer was conditioned upon the receipt by Berner from the Company of a letter agreement dated and delivered to Berner on August 20, 2011 (the “Letter Agreement”) in which the Company agreed: (i) until the revocation or termination of the Offer not to solicit or enter into any discussions, negotiations, or agreements other than with Berner in connection with a potential sale of the BDE Business or any part of it; and (ii) subject to Berner’s compliance with specified terms of the Offer, to reimburse Berner for its costs and expenses incurred

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in relation to a possible acquisition of the BDE Business in the amount of €500,000 if the Company does not accept the Offer on or before January 31, 2012 and execute the Proposed SPA on or before February 5, 2012.

Item 7.01. Regulation FD Disclosure.

On August 22, 2011, the Company issued a press release regarding receipt of the Offer described in Item 1.01 above. A copy of the press release is attached to this report as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Document Description
99.1	Press Release of the Company dated August 22, 2011

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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: August 23, 2011		BARNES GROUP INC.
		(Registrant)
	By:	/s/    CLAUDIA S. TOUSSAINT
		Claudia S. Toussaint
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Press Release of the Company dated August 22, 2011

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EX-99.1

EXHIBIT 99.1

Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. RECEIVES BINDING OFFER FROM BERNER SE

TO ACQUIRE ITS BARNES DISTRIBUTION EUROPE BUSINESS

BRISTOL, Conn., August 22, 2011 — Barnes Group Inc. (NYSE: B), a diversified global manufacturer and logistical services company, today announced that it has received a binding offer from Berner SE to acquire its Barnes Distribution Europe (“BDE”) business, comprised of the businesses that operate as Kent, BD France and Toolcom, subject to customary conditions and approvals. Berner SE is a leading direct seller in Europe of consumables, tools and specialist technical chemicals, primarily in the construction and automotive industries.

“Berner has built outstanding brands and a reputation for customer service. We believe that this transaction presents an opportunity for the BDE businesses, when combined with Berner’s capabilities, to further develop their potential,” said Gregory F. Milzcik, President and Chief Executive Officer.

Barnes Group’s BDE businesses are headquartered in Switzerland and have offices in Belgium, Denmark, France, Germany, Italy, Netherlands, Spain and the UK. BDE’s network of stocking distributors operates in over 25 countries, primarily in Europe. The BDE businesses will continue to provide the highest levels of customer service while the proposed transaction is under consideration.

Where required by local law, including in France, Barnes Group will initiate a consultation on the proposed transaction with its relevant works councils, trade unions and other employee organizations. Upon completion of these consultations, the transaction will be subject to consideration and approval by Barnes Group’s Board of Directors. In addition, the transaction is subject to regulatory antitrust approvals in certain countries.

Barnes Group’s BDE businesses are currently reported within the Company’s Logistics and Manufacturing Services segment and had 2010 revenues of approximately $105 million. If Barnes Group accepts the offer following the consultation processes, it would expect to report its BDE businesses as Discontinued Operations and to record a pretax loss in the range of $15 to $20 million, inclusive of non-cash impairments of long-lived assets. The Company’s full-year 2011 earnings guidance of $1.35 to $1.45 per diluted share is unchanged on a Continuing Operations basis. If Barnes Group Inc. were to accept the offer, proceeds from the potential transaction are anticipated to provide for global investment in strategic growth initiatives.

About Barnes Group Inc.

Barnes Group Inc. (NYSE:B) is a diversified global manufacturer and logistical services company focused on providing precision component manufacturing and operating service support. Founded in 1857, approximately 4,800 dedicated employees at more than 60 locations worldwide are committed to achieving consistent and sustainable profitable growth. For more information, visit www.BGInc.com. Barnes Group, the Critical Components People.

About Berner SE

Berner SE is a leading direct seller in Europe of consumables, tools and specialist technical chemicals primarily in the construction and automotive industries. Consisting of Berner Group, BTI Group and Caramba Chemical Group, the company’s 8,500 employees distribute approximately 60,000 products to customers in more than 25 European countries.

Forward-Looking Statements

This release contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations if the transaction proposed by Berner SE is consummated. Forward-looking statements are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. 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, including whether the transaction proposed by Berner SE will be consummated and others described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the current or worsening disruptions in 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; restructuring costs or savings; the impact of the proposed acquisition of the BDE Businesses by Berner SE and any other future strategic actions, including acquisitions, joint ventures, divestitures, restructurings, or strategic business realignments, and our ability to achieve the financial and operational targets set in connection with any such actions; introduction or development of new products or transfer of work; changes in raw material or product prices and availability; foreign currency exposure; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; the outcome of pending and future claims or litigation or governmental, regulatory proceedings, investigations, inquiries, and audits; uninsured claims and litigation; outcome of contingencies; future repurchases of common stock; future levels of indebtedness; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Contact:

Barnes Group Inc.

William Pitts

Director, Planning and Investor Relations

860.583.7070