-----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, NrHgi/M+UVYYvU7IfWLlAOI9+9MxY/8iUImbV0hTDzB+3Z18b7BAQZboBUfgbNtO D+KJ74oAT50r3PPNpqiFrA== /in/edgar/work/20000714/0000009984-00-000013/0000009984-00-000013.txt : 20000920 0000009984-00-000013.hdr.sgml : 20000920 ACCESSION NUMBER: 0000009984-00-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000714 EFFECTIVENESS DATE: 20000714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: [3490 ] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41398 FILM NUMBER: 672705 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 2035837070 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 S-8 1 0001.txt BARNES GROUP INC. FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BARNES GROUP INC. - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-0247840 - ---------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) 123 Main Street Bristol, Connecticut 06010 - ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Barnes Group Inc. Employee Stock and Ownership Program - ---------------------------------------------------------------- (Full title of the plan) Signe S. Gates, Senior Vice President Barnes Group Inc. General Counsel and Secretary 123 Main Street Bristol, CT 06010 - ----------------------------------------------------------------- (Name and address of agent for service) 860/583-7070 - ----------------------------------------------------------------- (Telephone number, including area code, of agent for service) 1 CALCULATION OF REGISTRATION FEE ------------------------------- Proposed Proposed Title of maximum maximum securities Amount to offering aggregate Amount of to be be price per offering registration registered registered share price fee (1) (2) (2) - -------------------------------------------------------------- Common 2,500,000 $17.0625 $42,656,250 $11,858.44 Stock, par value $.01 per share (3) - -------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee. (2) Based on the average of the high and low prices per share of the Registrant's common stock reported on the New York Stock Exchange on July 10, 2000, as set forth in Rules 457(c) and 457(h). (3) This Registration Statement also pertains to 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. PART II Item 3. Incorporation of Documents by Reference. There is incorporated herein by reference the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, previously filed by Barnes Group Inc. (the "Registrant" or the "Company") with the Securities and Exchange Commission; the Registrant's Quarterly Report on 10-Q for the first quarter ended March 31, 2000; Registrant's Current Report on Form 8-K filed May 19, 2000, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); all other reports previously filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1999; the description of the Registrant's common stock contained in the Registrant's Registration Statement on Form 10 filed with the Securities and Exchange Commission on August 21, 1963 under the Exchange Act, including any amendment or report filed for the purpose of updating such description, and the description of the Registrant's preferred stock purchase rights contained in the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 20, 1996 under the Exchange Act, as amended by Form 8-A/A filed on March 18, 1999, and including any further amendment or report filed for the purpose of updating such description. 2 All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. The legality of the common stock being registered by this Registration Statement has been passed upon by Signe S. Gates, Senior Vice President, General Counsel and Secretary of the Company. Ms. Gates currently has options to purchase 55,000 shares of the Company's common stock, par value $.01 per share, under the Barnes Group Inc. Employee Stock and Ownership Program (the "Plan") and can be expected to receive additional options or other incentive awards under the Plan in the future. Item 6. Indemnification of Directors and Officers. Article V of the Registrant's By-Laws states that the Registrant shall indemnify and hold harmless its directors and officers to the fullest extent permitted by the laws of Delaware. The Registrant has also entered into an indemnification agreement with each of its directors and executive officers. Such agreement provides that the Registrant shall indemnify, and advance expenses, to the indemnified person to the fullest extent permitted by applicable law in effect on the date of such agreement and to such greater extent as thereafter permitted by law. The agreement is governed by Delaware law. Such rights to indemnification and expense advancement are provided when the indemnified person is, or is threatened to be made, a party to certain proceedings or is a witness in such proceedings because of his or her role as a director or officer of the Registrant. The indemnification agreement remains in effect for 10 years after the indemnified person ceases to be an officer or director of the Registrant, or until final termination of all proceedings in which he or she is protected under the agreement, whichever is later. Section 145 of the Delaware Corporation Law provides, in general, for the indemnification of any director or officer who was, is, or is threatened to be made a party in any action, suit or proceeding (other than an action by or in the right of the Registrant). In general, each director and officer is indemnified against losses by reason of his or her being an officer or director of the Company provided that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. 3 The directors and officers of the Registrant are covered by a policy of insurance under which they are insured, within limits and subject to certain limitations, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings in which they are parties by reason of being or having been directors or officers, including actions, suits or proceedings arising out of any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty. The Registrant is similarly insured, under such policy, with respect to certain payments it might be required to make to its directors or officers in accordance with applicable law and the Registrant's By-Laws provisions relating to indemnification. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (i) for any breach of a director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends, stock purchases or redemptions of shares, or (iv) for any transaction from which the director derives an improper personal benefit. The Registrant's Restated Certificate of Incorporation includes such a provision. 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 8 of this Registration Statement. Item 9. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information set forth in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES 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 July 14, 2000. BARNES GROUP INC. By: /s/ Edmund M. Carpenter ----------------------- Edmund M. Carpenter President and Chief Executive Officer 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. 6 Signature Date /s/ Edmund M. Carpenter July 14, 2000 - ------------------------------------- Edmund M. Carpenter President and Chief Executive Officer (the principal executive officer) and Director /s/ William C. Denninger July 14, 2000 - ------------------------------------- William C. Denninger Senior Vice President, Finance and Chief Financial Officer (the principal financial officer) /s/ Francis C. Boyle, Jr. July 14, 2000 - ------------------------------------- Francis C. Boyle, Jr. Vice President, Controller (the principal accounting officer) /s/ John W. Alden July 14, 2000 - ------------------------------------- John W. Alden Director /s/ Thomas O. Barnes July 14, 2000 - ------------------------------------- Thomas O. Barnes Director /s/ Gary G. Benanav July 14, 2000 - ------------------------------------- Gary G. Benanav Director /s/ William S. Bristow, Jr. July 14, 2000 - ------------------------------------- William S. Bristow, Jr. Director /s/ Robert J. Callander July 14, 2000 - ------------------------------------- Robert J. Callander Director /s/ George T. Carpenter July 14, 2000 - ------------------------------------- George T. Carpenter Director /s/ Frank E. Grzelecki July 14, 2000 - ------------------------------------- Frank E. Grzelecki Director 7 EXHIBIT INDEX BARNES GROUP INC. Registration Statement on Form S-8 for the Barnes Group Inc. Employee Stock and Ownership Program Exhibit Number Description 4.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997) 4.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998) 4.3 Rights Agreement dated as of December 10, 1996 between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A filed on December 20, 1996) 4.4 Amendment No. 1 to the Rights Agreement dated as of February 19, 1999 between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 1 to the Registrant's Form 8-A/A, Amendment No. 1 filed on March 18, 1999) 4.5 Barnes Group Inc. Employee Stock and Ownership Program, Effective February 1, 2000 (incorporated by reference to Annex I to the Registrant's Proxy Statement dated March 15, 2000 for the Annual Meeting of Stockholders held on April 12, 2000) 5.1 Opinion of Signe S. Gates, Esq. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors 23.2 Consent of Signe S. Gates, Esq. (contained in the opinion filed as Exhibit 5.1 to this Registration Statement) 24.1 Power of Attorney (included on the signature page of this Registration Statement) 8 EX-5.1 2 0002.txt EXHIBIT 5.1 EXHIBIT 5.1 [BARNES GROUP INC. LETTERHEAD] July 14, 2000 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 2,500,000 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. 9 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 ------------------ Signe S. Gates SSG/ekt 10 EX-23.1 3 0003.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS 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 February 8, 2000 relating to the financial statements, which appear on page 24 of the 1999 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, 1999. We also consent to the incorporation by reference of our report dated February 8, 2000 relating to the financial statement schedule, which appears on page 16 of Form 10-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Hartford, Connecticut July 14, 2000 11 -----END PRIVACY-ENHANCED MESSAGE-----