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): April 25, 2005
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 |
| 06011-0489 | |
(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)) |
-1- |
Item 1.01. Entry into a Material Definitive Agreement.
On April 25, 2005 Barnes Group Inc. ("BGI") and NHK Spring Co., Ltd. ("NHK") entered into a Termination Agreement (the "Termination Agreement") with respect to terminating the Joint Venture Agreement BGI and NHK entered into September 25, 1986 ( the "JVC Agreement") pursuant to which NHK-Spring Suspension Components Inc. ("NASCO") was formed. The Termination Agreement provides that NHK shall purchase BGI's 45% interest in NASCO for $18,600,000. This sale will generate an after-tax gain of approximately $4,000,000. The Termination Agreement provides that Barnes will not sell suspension springs of the type made by NASCO in North America for a period of three years from the termination of the joint venture.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 is incorporated into this Item 1.02 by reference.
-2- |
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. |
Dated: April 26, 2005 | BARNES GROUP INC. | ||||
(Registrant) | |||||
|
| ||||
By: /s/ WILLIAM C. DENNINGER | |||||
William C. Denninger | |||||
-3- |