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): January 11, 2024
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $0.01 per share
B
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.
Regulation FD Disclosure.

On January 11, 2024, Barnes Group Inc. (the “Company”) issued a press release announcing that it has entered into a definitive agreement to sell its Associated Spring and Hänggi businesses to One Equity Partners.  A copy of this press release is furnished with this report as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
Press Release of Barnes Group Inc., dated January 11, 2024.
104
Cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

 
BARNES GROUP INC.
(Registrant)
     
Date: January 11, 2024
By:
/s/ Jay B. Knoll
   
 Jay B. Knoll
   
 Senior Vice President, General Counsel