SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-A/A AMENDMENT NO. 1 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 (IRS Employer Organization Identification No.) 123 Main Street, Bristol, Connecticut 06011-0409 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective Act and is effective pursuant pursuant to General to General Instruction A.(d), Instruction A.(c), please please check the following check the following box. |_| box. |X| Securities Act registration statement file number to which this form relates: N/A ----------------- (If applicable) 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 (Pursuant to Rights Agreement dated as of December 10, 1996 and amended as of February 19, 1999) Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------------------------------------------------- Title of Class ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. Reference is hereby made to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission by Barnes Group Inc. (the "Company") on December 20, 1996 (the "Original Form 8-A") relating to the rights distributed to the stockholders of the Company (the "Rights") in connection with the Rights Agreement (the "Rights Agreement"), dated as of December 10, 1996, between the Company and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"), as Rights Agent. The Original Form 8-A is hereby incorporated by reference herein. On February 19, 1999, the Board of Directors of the Company (the "Board") approved and adopted Amendment No. 1 to the Rights Agreement (the "Amendment"), dated as of February 19, 1999, between the Company and the Rights Agent. The Amendment eliminates those provisions from the Rights Agreement that provided that 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. A copy of the Amendment is attached hereto as Exhibit 1 and is incorporated herein by reference. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such Exhibit. ITEM 2. EXHIBITS. - ------ --------- 1 Amendment No. 1 to the Rights Agreement, dated as of February 19, 1999, between Barnes Group Inc. and ChaseMellon Shareholder Services L.L.C., as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 17, 1999 BARNES GROUP INC. By: /s/ Edmund M. Carpenter --------------------------- Name: Edmund M. Carpenter Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit Description Page ------- ----------- ---- 1 Amendment No. 1 to the Rights Agreement, dated as of February 19, 1999, between Barnes Group Inc. and ChaseMellon Shareholder Services L.L.C., as Rights Agent.