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B > SEC Filings for B > Form 8-K/A on 14-Jan-2014All Recent SEC Filings

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Form 8-K/A for BARNES GROUP INC


14-Jan-2014

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 4, 2013, Barnes Group Inc. (the "Company") filed a report on Form 8-K (the "Original Form 8-K") to report the completion of the acquisition by the Company and two of its subsidiaries (collectively with the Company, the "Purchaser") of the Männer Business (defined below) pursuant to the terms of the Share Purchase and Assignment Agreement dated September 30, 2013 ("Share Purchase Agreement") among the Purchaser, Otto Männer Holding AG, a German company based in Bahlingen, Germany (the "Seller"), and the three shareholders of Seller. Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the shares of the capital stock of the subsidiaries through which Seller owns and operates its business (the "Männer Business"). The description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, the English translation version of which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 4, 2013. By this amendment to the Original Form 8-K, the Company is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.



Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The audited consolidated statement of financial position of Otto Männer Holding AG as of December 31, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2012 are filed as Exhibit 99.1. The unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2013, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2013 are filed as Exhibit 99.2. The unaudited consolidated statements of financial position of Otto Männer Holding AG as of June 30, 2012, and the consolidated statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2012 are filed as Exhibit 99.3.
(b) Pro forma financial information. The unaudited pro forma combined condensed statement of financial position as of June 30, 2013 and the combined condensed statements of income for the six months ended June 30, 2013 and the twelve months ended December 31, 2012 are filed as Exhibit 99.4.
(d) Exhibits. The following exhibits are furnished with this Form 8-K/A:
            Exhibit        Description
            No.
              23.1         Consent of Bansbach Schubel Brosztl & Partner GmbH.
              99.1         Audited consolidated statement of financial position of Otto
                           Männer Holding AG as of December 31, 2012, and the
                           consolidated statements of operations, changes in
                           stockholders' equity and cash flows for the year ended
                           December 31, 2012.
              99.2         Unaudited consolidated statements of financial position of
                           Otto Männer Holding AG as of June 30, 2013, and the
                           consolidated statements of operations, changes in
                           stockholders' equity and cash flows for the six months ended
                           June 30, 2013.
              99.3         Unaudited consolidated statements of financial position of
                           Otto Männer Holding AG as of June 30, 2012, and the
                           consolidated statements of operations, changes in
                           stockholders' equity and cash flows for the six months ended
                           June 30, 2012.
              99.4         Unaudited pro forma combined condensed statement of
                           financial position as of June 30, 2013 and the combined
                           condensed statements of income for the six months ended June
                           30, 2013 and the twelve months ended December 31, 2012.


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