Mail Stop 7010
November 4, 2005
via U.S. mail and Facsimile
Signe S. Gates, Esq.
Senior Vice President, General Counsel and Secretary
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010-0489
Re: Barnes Group Inc.
Form S-3 filed October 17, 2005
File No. 333-129079
Dear Mr. Gates:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-3 filed October 17, 2005
Selling Security Holders, page 77
1. Please revise your disclosures to identify the natural person
or
persons who have voting or investment control over the company`s
securities that each non-reporting entity owns. See
Interpretation
4S. of Regulation S-K Item 507 in the March 1999 supplement of the
manual of publicly available CF telephone interpretations. In
situations where more than one person has voting or investment
control over the securities, revise your disclosure to clarify
that
fact and include the name of all individuals that share voting or
investment control.
2. If any of the selling security holders are a broker-dealer or
an
affiliate of broker-dealer, please identify them as such. If any
selling security holder is a registered broker-dealer, it should
be
named as an underwriter. If the selling security holder is an
affiliate of a registered broker-dealer, expand the prospectus to
indicate whether it acquired the securities to be resold in the
ordinary course of business. Also indicate whether at the time of
the acquisition it had any agreements, understandings or
arrangements
with any other persons, either directly or indirectly, to dispose
of
the securities. In this regard, we note your disclosure in the
plan
of distribution section on page 83.
3. We note the disclosure in footnote 1 stating that stock to be
received upon conversion of the notes is not included in the
amount
beneficially owned prior to the offering. Please revise the table
to
include the amount of common stock that each beneficial owner
currently has the right to receive upon the conversion of the
notes.
See Item 507 of Regulation S-K and Exchange Act Rule 13d-
3(d)(1)(i).
It appears the notes became convertible after September 30, 2005
under certain circumstances.
4. We note that your table includes a line item for unnamed
selling
security holders, and in footnote 20 you state that "Information
about additional selling security holders will be set forth in
prospectus supplements or amendments to the registration
statement...." We also note a similar statement in this section
in
which you state "Prior to any use of this prospectus...by any
holder
not identified above, the registration statement...will be amended
by
a post-effective amendment or...will be supplemented to set forth
the
name of and aggregate amount of notes and shares...."
Please note that your selling security holder table must name all
known selling security holders at the time the registration
statement
is declared effective. If any previously unknown security holder
resells securities under this prospectus after effectiveness, that
holder must first be named in a post-effective amendment. Please
revise these statements accordingly. In addition, please revise
similar statements throughout the prospectus, and particularly in
the
"Plan of Distribution" section, to clarify that you will file a
post-
effective amendment to name any previously unnamed selling
security
holders.
5. To the extent that successors to named selling security holders
wish to sell under this prospectus, please be advised that you
must
file a prospectus supplement identifying such successor as a
selling
security holder. Please also revise your disclosures in this
section, as well as in the "Plan of Distribution" section, to
clarify
that a prospectus supplement will be filed in these circumstances.
Exhibit 5.1 - legality opinion
6. Please revise the first paragraph to clarify that the Form S-3
was
filed to register the resale of the convertible notes and
underlying
common stock.
7. Please delete the statement that members of your firm are
licensed
to practice law in the state of New York. We would not object to
a
statement that you are limiting your opinion to the laws of the
states of New York and Delaware and federal law.
8. Please confirm in writing that you concur with our
understanding
that the reference and limitation to "General Corporation Law of
the
State of Delaware" includes the statutory provisions of the
Delaware
Constitution and reported judicial decisions interpreting these
laws.
9. Please delete the assumption in subsection (c) of the seventh
paragraph as such an assumption is inappropriate given that you
are
opining on the fact that the notes constitute valid and binding
obligations of the company.
10. Given that the notes have already been issued and are now
being
registered for resale, please revise subsection (c)(ii) to state
that
the notes have been duly authorized, executed, delivered and
authenticated.
11. Note that you may limit the opinion as to purpose, but not as
to
persons. Please revise the eighth paragraph accordingly.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions to Tamara Brightwell, Staff
Attorney,
at (202) 551-3751 or, in her absence, to me at (202) 551-3767.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Richard F. Langan, Jr., Esq.
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
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Signe S. Gates
Barnes Group Inc.
November 4, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE