SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BARNES GROUP INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
06-0247840
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(I.R.S. Employer Identification No.)
123 MAIN STREET, BRISTOL, CONNECTICUT 06010
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(Address of Principal Executive Officer) (Zip Code)
1991 BARNES GROUP STOCK INCENTIVE PLAN
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(Full Title of Plan)
Barnes Group Inc.
William V. Grickis, Jr. 123 Main Street
Vice President and General Counsel Bristol, CT 06010
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(Name and Address of Agent for Service)
(860) 583-7070
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maxi- Proposed Maxi- Amount
Title of Amount mum Offering mum Aggregate of
Securities to be Price Per Offering Regis-
to be Reg- Regis- Share Price tration
istered tered (1) (2) (2) Fee
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Common
Stock, par 1,500,000 $25.625 $38,437,500 $11,647.73
value $.01
per share
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(1) Estimated solely for the purpose of calculating the registra-
tion fee.
(2) Based on the average of the high and low prices per share of
the Registrant's common stock reported on the New York Stock
Exchange on May 12, 1997, as set forth in Rules 457(c) and
457(h).
PART II
Item 3. Incorporation of Documents by Reference.
The contents of the Barnes Group Inc. (the "Registrant"
or the "Company") Registration Statement on Form S-8 (File No.
033-20932), filed by the Registrant with the Securities and
Exchange Commission on July 18, 1994, are incorporated herein by
reference. Also incorporated herein by reference are (i) the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, (ii) the Registrant's quarterly report on Form
10-Q for the first quarter ended March 31, 1997, (iii) the
Registrant's Current Reports on Form 8-K filed February 21, 1997
and April 8, 1997, (iv) the description of the Registrant's common
stock contained in the Registrant's Registration Statement on Form
10 filed with the Securities and Exchange Commission on August 21,
1963 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description, and (v) all other reports
previously filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The legality of the common stock being registered by
this registration statement has been passed upon by William V.
Grickis, Jr., Esq., Vice President and General Counsel of the
Company. Mr. Grickis currently has options to purchase 4,800
shares of the Company's common stock, par value $.01 per share,
under the 1991 Barnes Group Stock Incentive Plan (the "Plan") and
can be expected to receive additional options or other incentive
awards under the Plan in the future.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K are
filed as Exhibits to this Registration Statement and indexed at
page 4 of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, State of Connecticut, on May
16, 1997.
BARNES GROUP INC.
By: /s/ Theodore E. Martin
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Theodore E. Martin
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
Each person whose signature appears below hereby authorizes John
J. Locher and William V. Grickis, Jr. and each of them, with full
power of substitution, to execute in the name and on behalf of
such person any amendment (including any post-effective amendment)
to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the person(s) so acting
deems appropriate, and appoints each of such persons, each with
full power of substitution, attorney-in-fact to sign any amendment
(including any post-effective amendment) to this Registration
Statement and to file the same, with exhibits thereto, and other
documents in connection therewith.
Signature Date
/s/ Theodore E. Martin May 16, 1997
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Theodore E. Martin
President and Chief Executive
Officer (the principal executive
officer) and Director
/s/ John J. Locher May 16, 1997
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John J. Locher
Vice President, Treasurer
(the principal financial officer)
/s/ Francis C. Boyle, Jr. May 16, 1997
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Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)
/s/ Thomas O. Barnes May 16, 1997
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Thomas O. Barnes
Director
/s/ Gary G. Benanav May 16, 1997
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Gary G. Benanav
Director
/s/ William S. Bristow, Jr. May 16, 1997
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William S. Bristow, Jr.
Director
--------------------------------- May 16, 1997
Robert J. Callander
Director
/s/ George T. Carpenter May 16, 1997
--------------------------------
George T. Carpenter
Director
/s/ Donna R. Ecton May 16, 1997
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Donna R. Ecton
Director
/s/ Frank E. Grzelecki May 16, 1997
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Frank E. Grzelecki
Director
/s/ Marcel P. Joseph May 16, 1997
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Marcel P. Joseph
Director
/s/ Theodore E. Martin May 16, 1997
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Theodore E. Martin
Director
EXHIBIT INDEX
BARNES GROUP INC.
Registration Statement on Form S-8
for the 1991 Barnes Group Stock Incentive Plan
Exhibit Number Description
4.1 Rights Agreement dated as of December
10, 1996 between the Company and
ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4
to the Company's Current Report on Form
8-K filed December 10, 1996)
5.1 Opinion of William V. Grickis, Jr., Esq.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of William V. Grickis, Jr., Esq.
(contained in the opinion filed as Ex-
hibit 5.1 to this Registration State-
ment)
24.1 Power of Attorney (included on the sig-
nature page of this Registration State-
ment)