As filed with the Securities and Exchange Commission on August 22, 2001
Registration No. 33-30229
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-0247840
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 MAIN STREET 06011
BRISTOL, CONNECTICUT (Zip Code)
(Address of principal
executive offices)
BARNES GROUP INC. RETIREMENT SAVINGS PLAN
(FORMERLY THE BARNES GROUP INC. GUARANTEED STOCK PLAN AND TRUST)
(Full title of the plan)
SIGNE S. GATES
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06011
(Name and address of agent for service)
(860) 583-7070
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities to Amount to be offering aggregate Amount of
be registered registered price per offering registration
share price fee
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Common
Stock, $.01
par value (1) (2) 2,400,000(3) (4) (4) (4)
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(1)This Registration Statement also pertains to preferred stock
purchase rights ("Rights") of the Registrant. Until the occurrence of
certain prescribed events, the Rights are not exercisable, will be evidenced
by the certificates for the common stock and will be transferred along with
and only with the common stock.
(2) In addition, pursuant to Rule 416 under the Securities Act of
1933, as amended, this Registration Statement also covers an indeterminate
number of additional shares that may be offered or issued pursuant to the
Plan (as defined below) as a result of stock splits, stock dividends or
similar transactions.
(3) Represents the 800,000 shares, par value $.01 per share,
originally registered on the Registrant Statement, as adjusted for a three-
for-one stock split on February 21, 1997.
(4) The filing fee for the registered securities was previously paid
with the Registration Statement.
Note: This Post-Effective Amendment has been filed to include as an exhibit
the revised version of the Barnes Group Inc. Retirement Savings Plan
(formerly the Barnes Group Inc. Guaranteed Stock Plan and Trust).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 of the Securities Act of 1933, as amended, and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference: the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, previously
filed by Barnes Group Inc. with the Securities and Exchange Commission; the
Registrant's Quarterly Reports on form 10-Q for the fiscal quarters ended
March 31 and June 30, 2001; the Registrant's Proxy Statement dated April 12,
2001; all other reports previously filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since December 31, 2000; 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 Exchange Act, including any amendment or report
filed for the purpose of updating such description, and the description of
the Registrant's preferred stock purchase rights contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on December 20, 1996 under the Exchange Act, as amended
by Form 8-A/A filed on March 18, 1999, and including any further amendment or
report filed for the purpose of updating such description.
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.
SIGNATURES
The Registrant. 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 Post Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, State of Connecticut, on this 21st day of
August, 2001.
BARNES GROUP INC.
By:/s/John R. Arrington
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John R. Arrington
Senior Vice President,
Human Resources
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the 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 William C. Denninger and
Signe S. Gates 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 appoint 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 Title Date
--------- ----- ----
/s/ Edmund M. Carpenter President and Chief August 21, 2001
--------------------------- Executive Officer (the
Edmund M. Carpenter principal executive
officer) and Director
/s/ William C. Denninger Senior Vice President, August 21, 2001
--------------------------- Finance and Chief
William C. Denninger Financial Officer (the
principal financial
officer)
/s/ Francis C. Boyle, Jr. Vice President, August 21, 2001
--------------------------- Controller (the principal
Francis C. Boyle, Jr. accounting officer)
/s/ John W. Alden Director August 21, 2001
---------------------------
John W. Alden
/s/ Thomas O. Barnes Director August 21, 2001
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Thomas O. Barnes
/s/ Gary G. Benanav Director August 21, 2001
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Gary G. Benanav
/s/ William S. Bristow, Jr. Director August 21, 2001
---------------------------
William S. Bristow, Jr.
/s/ George T. Carpenter Director August 21, 2001
---------------------------
George T. Carpenter
/s/ Frank E. Grzelecki Director August 21, 2001
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Frank E. Grzelecki
/s/ G. Jackson Ratcliffe, Jr. Director August 21, 2001
---------------------------
G. Jackson Ratcliffe, Jr.
INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Copy of the Registrant's Retirement Savings Plan (formerly
the Barnes Group Inc. Guaranteed Stock Plan)
23.1 Consent of PricewaterhouseCoopers, LLP, Independent Auditors
24 Power of Attorney (included in signature page of this
Registration Statement).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of Barnes Group Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 8, 2001 relating to the
financial statements, which appears on page 22 of the 2000 Annual Report to
Stockholders of Barnes Group Inc., which is incorporated by reference in
Barnes Group Inc.'s Annual Report on Form 10-K for the year ended December
31, 2000.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Hartford, Connecticut
August 20, 2001