-----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, SOQVYu7928eglSdMcR/v+j518zo2ZoleYybVvKZB6GjPLsMggvxLSZf7ZkEt4XwM nIGVm5nvGIlmUCxh9MuQsw== 0000009984-04-000208.txt : 20041104 0000009984-04-000208.hdr.sgml : 20041104 20041104101601 ACCESSION NUMBER: 0000009984-04-000208 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dempsey Patrick CENTRAL INDEX KEY: 0001307654 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 041118251 BUSINESS ADDRESS: BUSINESS PHONE: 860-583-7070 MAIL ADDRESS: STREET 1: 123 MAIN STREET CITY: BRISTOL STATE: CT ZIP: 06011 ISSUER: 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 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 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2004-11-01 0 0000009984 BARNES GROUP INC B 0001307654 Dempsey Patrick BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06011-0489 0 1 0 0 VP-BGI, Pres. B. Aerospace Common Stock 5370.4964 D Common Stock 2181.7856 I by Employee Stock Purchase Plan Common Stock 3040.008 I by 401(k) Plan Employee Stk Option-Right to Buy 18.50 2010-10-30 Common Stock 1250 D Employee Stk Option-Right to Buy 23.00 2012-02-05 Common Stock 2703 D Incentive Stock Unit 0 2007-02-05 Common Stock 1200 D Employee Stk Option-Right to Buy 24.73 2003-08-19 2011-02-06 Common Stock 484 D Employee Stk Option-Right to Buy 24.73 2003-08-19 2010-10-30 Common Stock 295 D Employee Stk Option-Right to Buy 28.42 2003-10-14 2010-10-30 Common Stock 454 D Employee Stk Option-Right to Buy 27.245 2004-02-19 2011-02-06 Common Stock 516 D Employee Stk Option-Right to Buy 27.245 2004-02-19 2010-10-30 Common Stock 723 D Employee Stk Option-Right to Buy 28.435 2004-06-08 2010-10-30 Common Stock 833 D Employee Stk Option-Right to Buy 26.25 2004-10-14 2010-10-30 Common Stock 623 D Employee Stk Option-Right to Buy 26.25 2004-10-14 2011-02-06 Common Stock 420 D Employee Stk Option-Right to Buy 26.25 2004-10-14 2011-02-06 Common Stock 168 D Employee Stk Option-Right to Buy 26.25 2004-10-14 2012-02-05 Common Stock 731 D Dividend Equivalent-Right to Receive Common Stock 114.209 D Includes 1,850 Restricted Stock Units granted 2/12/03, 1,000 granted 9/1/03 and 1,200 granted 4/14/04 that are subject to forfeiture if certain events occur. The option vests in four equal annual installments, with the first installment vesting on 10/30/2001. The option vests 33-1/3% on the first, second and third anniversaries of the grant date, with the first installment vesting on 2/5/2003. Provided the reporting person is employed by the Issuer on the third, fourth and fifth anniversaries of the 2/5/2002 Grant Date, he is entitled to receive one share of common stock without payment for each incentive stock unit. The Rights become exercisable for shares of common stock proportionally with incentive stock units to which they relate. The actual receipt of the shares is based on conditions being met. 1 for 1 Patrick Dempsey 2004-11-03 EX-24 2 poa_dempsey.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Signe S. Gates and Nancy M. Clark, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of Barnes Group Inc. (the "Company"), Forms 3, 4, 5 and 144 in accordance with Section 16(1) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of November, 2004. Signature: /s/ Patrick Dempsey Print Name: Patrick Dempsey -----END PRIVACY-ENHANCED MESSAGE-----