SEC Comment Letter for BARNES GROUP INC (B) (CIK 0000009984) — Dec 21, 2005
BARNES GROUP INC (B) (CIK 0000009984)
Date: Dec. 21, 2005 · CIK: 0000009984 · Accession: 0000000000-05-063449
AI Filing Summary & Sentiment
File numbers found in text: 333-129079
Letter
December 21, 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/A filed December 12, 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 December 12, 2005
Selling Security Holders, page 75
1. We note the selling security holder table has been revised and page 78 shows that the principal amount of notes offered for resale is $98,161,000. Given that you are registering notes totaling $100,000,000 for resale, you should revise your table to include a line for unknown selling security holders showing the aggregate amount of notes to be offered.
Plan of Distribution, page 82
2. We note your revised disclosure on page 83 regarding the possibility that information with respect to offerings of notes and underlying common stock and other applicable terms and information may be set forth in a report filed pursuant to the Exchange Act. Please revise to state that, to the extent that a form of prospectus filed pursuant to Rule 424(b) does not include disclosure of omitted information regarding the terms of the offering, plan of distribution, or selling security holders because the omitted information has been included in periodic or current reports, you will file a form of prospectus identifying the periodic or current reports that are incorporated by reference into the prospectus that is part of the registration statement that contains such information. See Rule 430B(h) and Rule 424(b)(7).
Independent Registered Public Accounting Firm, page 85
3. We note the disclosure in the section regarding reports to the unaudited financial statements incorporated by reference into the registration statement; however, it does not appear that disclosure regarding the audited financial statements and the corresponding report issued by the accounting firm have been discussed. You should revise this section to provide disclosure regarding the audited financial statements and the corresponding report as they are incorporated by reference into the registration statement.
Item 17. Undertakings, page II-2
4. Please revise the undertaking in paragraph (1) to include the full undertaking required by Item 512(a)(1)(iii)(B) of Regulation S-K.
5. Given you are relying on Rule 430(B)(b)(2) to omit information regarding unnamed selling security holders, you should revise this section to include the undertaking set forth in Item 512(a)(5) of Regulation S-K.
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
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
December 21, 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/A filed December 12, 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 December 12, 2005
Selling Security Holders, page 75
1. We note the selling security holder table has been revised and
page 78 shows that the principal amount of notes offered for
resale
is $98,161,000. Given that you are registering notes totaling
$100,000,000 for resale, you should revise your table to include a
line for unknown selling security holders showing the aggregate
amount of notes to be offered.
Plan of Distribution, page 82
2. We note your revised disclosure on page 83 regarding the
possibility that information with respect to offerings of notes
and
underlying common stock and other applicable terms and information
may be set forth in a report filed pursuant to the Exchange Act.
Please revise to state that, to the extent that a form of
prospectus
filed pursuant to Rule 424(b) does not include disclosure of
omitted
information regarding the terms of the offering, plan of
distribution, or selling security holders because the omitted
information has been included in periodic or current reports, you
will file a form of prospectus identifying the periodic or current
reports that are incorporated by reference into the prospectus
that
is part of the registration statement that contains such
information.
See Rule 430B(h) and Rule 424(b)(7).
Independent Registered Public Accounting Firm, page 85
3. We note the disclosure in the section regarding reports to the
unaudited financial statements incorporated by reference into the
registration statement; however, it does not appear that
disclosure
regarding the audited financial statements and the corresponding
report issued by the accounting firm have been discussed. You
should
revise this section to provide disclosure regarding the audited
financial statements and the corresponding report as they are
incorporated by reference into the registration statement.
Item 17. Undertakings, page II-2
4. Please revise the undertaking in paragraph (1) to include the
full
undertaking required by Item 512(a)(1)(iii)(B) of Regulation S-K.
5. Given you are relying on Rule 430(B)(b)(2) to omit information
regarding unnamed selling security holders, you should revise this
section to include the undertaking set forth in Item 512(a)(5) of
Regulation S-K.
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.
December 21, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
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