0000009984-13-000061.txt : 20130312 0000009984-13-000061.hdr.sgml : 20130312 20130312123623 ACCESSION NUMBER: 0000009984-13-000061 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130312 FILED AS OF DATE: 20130312 DATE AS OF CHANGE: 20130312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FODELL THOMAS P CENTRAL INDEX KEY: 0001196437 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 13683258 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 X0206 3 2013-03-12 0 0000009984 BARNES GROUP INC B 0001196437 FODELL THOMAS P BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06010 0 1 0 0 Pres, Barnes Distribution Common Stock 61618 D Common Stock 666.5402 I By Company's Employee Stock Purchase Plan Common Stock 147.2735 I By Company's 401(k) Plan Stock Option-Right to Buy 26.38 2018-02-13 Common Stock 7000 D Stock Option-Right to Buy 15.265 2020-02-08 Common Stock 1066 D Stock Option-Right to Buy 20.69 2021-02-09 Common Stock 4733 D Includes a balance of 1465 Restricted Stock Units granted 2/8/12 and 1465 Performance Share Awards granted 2/8/12, that are subject to forfeiture if certain events occur. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/13/08. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/8/10. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months beginning 2/9/11. Monique B. Marchetti, pursuant to a Power of Attorney 2013-03-12 EX-24 2 poa_fodell.htm

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Kristine M. Murphy and Monique B. Marchetti, 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 and/or director of Barnes Group Inc.(the "Company"),Forms 3, 4 and 5 in accordance with Section 16(a) 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 Forms 3, 4 or 5,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 and 5 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 6th day of March, 2013.





Signature:  /s/ Thomas P. FOdell



Print Name: Thomas P. Fodell