SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0247840
(State of Incorporation or Organization) (IRS Employer
Identification No.)
123 Main St., Bristol, Connecticut 06011-0409
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
Preferred Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 10, 1996, the Board of Directors of
Barnes Group Inc. (the "Company") adopted a Shareholder
Rights Plan, providing that one Right shall be attached to
each share of Common Stock of the Company. The Rights will
be issued on December 23, 1996 and will entitle the
registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value
$1.00 per share (the "Preferred Stock"), at a purchase price
of $200 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between
the Company and ChaseMellon Shareholder Services L.L.C., as
Rights Agent.
Initially, the Rights will be attached to all
Common Stock certificates representing shares then
outstanding, and no separate Rights Certificates will be
distributed. Any shares issued by the Company following the
Record Date will bear a legend indicating that the Rights
are attached to such Common Stock certificates. Shares
issued and owned by stockholders prior to the Record Date
will be deemed to have Rights attached. Stockholders should
not surrender such certificates for legending. The Rights
will separate from the Common Stock and a Distribution Date
will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 35%
or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), or (ii) 10 business days (or such
later date as may be determined by the Board of Directors)
following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially
owning 35% or more of such outstanding shares of Common
Stock (the earlier of (i) and (ii) the "Distribution Date").
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates will
contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the
Distribution Date and will expire at the close of business
on December 23, 2006, unless earlier redeemed or extended by
the Company.
As soon as practicable after the Distribution
Date, Rights Certificates will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares
of Common Stock issued prior to the Distribution Date will
be issued with Rights.
In the event that any person becomes the
beneficial owner of 35% or more of the then outstanding
shares of Common Stock, each holder of a Right will
thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other
securities of the Company), having a value equal to two
times the Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of any of the events set
forth in this paragraph (the "Flip-in Events"), all Rights
that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not
exercisable following the occurrence of any of the Flip-in
Events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
In the event that following the Stock Acquisition
Date, (i) the Company engages in a merger or business
combination transaction in which the Company is not the
surviving corporation; (ii) the Company engages in a merger
or business combination transaction in which the Company is
the surviving corporation and the Common Stock of the
Company is changed or exchanged; or (iii) 50% or more of the
Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the
right to receive, upon exercise, of the Right, Common Stock
of the acquiring company having a value equal to two times
the Purchase Price.
The Purchase Price payable, and the number of
Units of Preferred Stock or other securities or property
issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders
of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible
securities at less than the Current Market Price of the
Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional
Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of
exercise.
Generally, at any time until ten days following
the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per
Right. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will
be to receive the $.01 redemption price. The foregoing
notwithstanding, the Rights generally may not be redeemed
for one hundred eighty (180) days following a change in a
majority of the Board as a result of a proxy contest or
consent solicitation.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the
acquiring company as set forth above.
Any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to
the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment shall be
made at such time as the Rights are not redeemable.
As of December 19, 1996, there were 6,660,027
shares of Common Stock of the Company outstanding and
685,896 shares of Common Stock of the Company in the
treasury. As of December 19, 1996, options to purchase
362,497 shares of Common Stock were outstanding. Each share
of Common Stock of the Company outstanding at the close of
business on December 23, 1996, will receive one Right. So
long as the Rights are attached to the Common Stock, one
additional Right (as such number may be adjusted pursuant to
the provisions of the Rights Agreement) shall be deemed to
be delivered for each share of Common Stock issued or
transferred by the Company in the future. In addition,
following the Distribution Date and prior to the expiration
or redemption of the Rights, the Company may issue Rights
when it issues Common Stock only if the Board deems it to be
necessary or appropriate, or in connection with the issuance
of shares of Common Stock pursuant to the exercise of stock
options or under employee plans or upon the exercise,
conversion or exchange of certain securities of the Company.
65,000 shares of Preferred Stock are initially reserved for
issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects.
The Rights will cause substantial dilution to a person or
group that attempts to acquire the Company in a manner which
causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being
acquired. The Rights, however, should not affect any
prospective offeror willing to make an offer at a fair price
and otherwise in the best interests of the Company and its
shareholders as determined by a majority of the Directors
who are not affiliated with the person making the offer, or
willing to negotiate with the Board. The Rights should not
interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at
any time until ten days following the Stock Acquisition Date
redeem all but not less than all the then outstanding Rights
at the Redemption Price.
The Rights Agreement, dated as of December 10,
1996, between the Company and ChaseMellon Shareholder
Services L.L.C., as Rights Agent, specifying the terms of
the Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to
such exhibit. A Certificate of Designation, Preferences and
Rights setting forth the terms of the Preferred Stock was
filed with the Secretary of State of the State of Delaware
on July 24, 1986.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of December 10, 1996,
between Barnes Group Inc. and ChaseMellon
Shareholder Services L.L.C., as Rights Agent,
including the form of Rights Certificate as
Exhibit A and the Summary of Rights to Purchase
Preferred Stock as Exhibit B. Pursuant to the
Rights Agreement, printed Rights Certificates will
not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: December 20, 1996 Barnes Group Inc.
By: /s/ Mary Louise Beardsley
___________________________
Mary Louise Beardsley
Associate General Counsel
and Secretary
EXHIBIT INDEX
Exhibit Description Page
1 Rights Agreement, dated as of December 10, 1996,
between Barnes Group Inc. and ChaseMellon
Shareholder Services L.L.C., as Rights Agent,
including the form of Rights Certificate as
Exhibit A and the Summary of Rights to Purchase
Preferred Stock as Exhibit B. Pursuant to the
Rights Agreement, printed Rights Certificates will
not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).