Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BARNES GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-0247840
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
123 Main Street, Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (Zip Code)
Barnes Group Inc. Employee Stock and Ownership Program
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(Full title of the plan)
Signe S. Gates, Senior Vice President Barnes Group Inc.
General Counsel and Secretary 123 Main Street
Bristol, CT 06010
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(Name and address of agent for service)
860/583-7070
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
class of Amount to be offering aggregate Amount of
securities to registered price per offering registration
be registered share price fee
(1) (1)
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Common 950,000 Shares $24.4250 $23,203,750.00 $2,135.00
Stock, par
value $.01
per share (2)
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(1) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(c) and (h) on the basis of 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 13, 2002.
(2) Each share of Registrant's common stock includes preferred stock
purchase rights ("Rights") of the Registrant. Until the occurrence of
certain prescribed events, the Rights are not exercisable, will be
evidenced by the certificates for the common stock and will be
transferred along with and only with the common stock.
EXPLANATORY NOTE
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This Registration Statement has been prepared in accordance with General
Instruction E to Form S-8, as amended, and relates to an increase of 950,000
shares of common stock, $.01 par value per share, of Barnes Group Inc. (the
"Company") reserved for issuance under the Barnes Group Inc. Employee Stock
and Ownership Program (the "Plan"). 2,500,000 shares of common stock have
previously been registered for issuance under the Plan pursuant to a
Registration Statement on Form S-8 (File No. 333-41398).
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Company's previously filed Registration Statement on
Form S-8 (File No. 333-41398) relating to shares issued under the Plan are
hereby incorporated by reference.
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 II-5 of this
Registration Statement.
II-1
SIGNATURES
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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 8, 2002.
BARNES GROUP INC.
By: /s/ Edmund M. Carpenter
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Edmund M. Carpenter
President and Chief Executive Officer
II-2
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 William C. Denninger and Signe S. Gates 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/ Edmund M. Carpenter May 8, 2002
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Edmund M. Carpenter
President and Chief Executive Officer
(the principal executive officer) and Director
/s/ William C. Denninger May 8, 2002
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William C. Denninger
Senior Vice President, Finance and
Chief Financial Officer
(the principal financial officer)
/s/ Francis C. Boyle, Jr. May 8, 2002
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Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)
/s/ John W. Alden May 8, 2002
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John W. Alden
Director
/s/ Thomas O. Barnes May 8, 2002
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Thomas O. Barnes
Director
/s/ Gary G. Benanav May 8, 2002
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Gary G. Benanav
Director
II-3
/s/ William S. Bristow, Jr. May 8, 2002
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William S. Bristow, Jr.
Director
/s/ George T. Carpenter May 8, 2002
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George T. Carpenter
Director
/s/ Donald W. Griffin May 8, 2002
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Donald W. Griffin
Director
/s/ Frank E. Grzelecki May 8, 2002
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Frank E. Grzelecki
Director
May __, 2002
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G. Jackson Ratcliffe, Jr.
Director
II-4
EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the Barnes Group Inc. Employee Stock and Ownership Program
Exhibit Number Description
5.1 Opinion of Signe S. Gates, Esq.
10.1 Barnes Group Inc. Employee Stock and Ownership Program,
(incorporated by reference to Annex I to the
Registrant's Proxy Statement dated March 13, 2002 for
the Annual Meeting of Stockholders held on April 10,
2002 that was filed with the Commission on March 12,
2002).
23.1 Consent of Signe S. Gates, Esq. (contained in the
opinion filed as Exhibit 5.1 to this Registration
Statement)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on pages II-3 and II-4 of
this Registration Statement)
II-5
EXHIBIT 5.1
[BARNES GROUP INC. LETTERHEAD]
May 17, 2002
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of
Barnes Group Inc., a Delaware corporation (the "Company"), and I have acted as
legal counsel to the Company in connection with the filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
950,000 shares (the "Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), issuable under the Barnes Group Inc. Employee
Stock and Ownership Program (the "Plan").
In my capacity as General Counsel and Secretary of the Company, I
have examined and am familiar with (i) the Registration Statement; (ii) the
Plan; (iii) the Restated Certificate of Incorporation and By-Laws of the
Company, each as amended to date; (iv) certain resolutions 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 agreements,
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 opinions 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 authenticity 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.
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 may not be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other person
without my express written consent.
Very truly yours,
/s/ Signe S. Gates
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Signe S. Gates
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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To the Board of Directors and
Stockholders of Barnes Group Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 2002 relating to the
financial statements, which appears in the 2001 Annual Report to Stockholders
of Barnes Group Inc., which is incorporated by reference in Barnes Group
Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We
also consent to the incorporation by reference of our report dated January 30,
2002 relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Hartford, Connecticut
May 17, 2002
BST99 1287152-1.009900.0010