SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BARRINGER LABORATORIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
068508 10 0
(CUSIP Number)
Richard S. Rosenfeld John D. Hogoboom, Esq.
Vice President - Finance Lowenstein, Sandler,Kohl,
219 South Street with a copy to Fisher & Boylan, P.A.
New Providence, New Jersey 07974 65 Livingston Avenue
(908) 665-8200 Roseland, New Jersey 07068
(201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 13, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with this statement . (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
___________________________________________________________________________
(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of
Above Persons):
Barringer Technologies Inc. 84-0720473
___________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See
Instructions): (a) [ ]
(b) [ ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds (See Instructions): OO
__________________________________________________________________________
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
__________________________________________________________________________
(6) Citizenship or Place of Organization: Delaware
__________________________________________________________________________
Number of Shares (7) Sole Voting Power: 432,475
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 432,475
Person With: (10) Shared Dispositive Power: 0
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
432,475
___________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 26.2%
___________________________________________________________________________
(14) Type of Reporting Person (See Instructions): CO
___________________________________________________________________________
Item 1. Security and Issuer.
This Statement on Schedule 13D (as amended herein, the
"Schedule 13D") relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Barringer Laboratories, Inc., a Delaware
corporation ("Labco"), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934, as amended (the "Act").
The principal executive offices of Labco are located at 15000 West
6th Avenue, Suite 300, Golden, CO 80401.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Barringer Technologies
Inc. (formerly, Barringer Resources Inc.), a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
219 South Street, New Providence, New Jersey 07974. The Company is a
holding company with two operating groups. Barringer Instruments Inc.
develops, manufactures and markets specialty analytical instruments for
drugs and explosives detection, exploration and environmental monitoring
applications. Barringer Consumer Products Inc. markets DrugAlert, a drug
identification system for in-home testing.
During the past five years, neither the Company nor any of
its directors or executive officers have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
nor have the Company or any of its directors or executive officers
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which the Company or
any of its directors or executive officers were or are subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Attached is an appendix to Item 2 setting forth certain
additional information regarding the directors and executive officers
of the Company.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D is not being filed in connection with the
acquisition of securities. See Item 6.
Item 4. Purpose of the Transaction.
This Schedule 13D is not being filed in connection with the
acquisition of securities. The Company has no plans or proposals of
the type set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D. See Item 6.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in Labco's Current Report
on Form 8-K dated December 8, 1995, as of December 13, 1995 there
were 1,652,016 shares of Common Stock issued and outstanding. As of
December 13, 1995, the Company owned 432,475 of such shares, or 26.2%
of the total outstanding. The Company possesses sole power to vote
or direct the disposition of all of such shares and shares voting or
dispositive power with respect to none of such shares.
John J. Harte, a director and executive officer of the
Company, owns 40,000 shares of Common Stock. Mr. Harte has not
effected any transactions in the Common Stock during the past 60
days. The Company disclaims beneficial ownership of any of the
shares owned by Mr. Harte.
Other than as set forth in this Schedule 13D, (i) neither
the Company, nor to the best of the Company's knowledge, any
subsidiary or affiliate of the Company or any of its executive
officers or directors, beneficially owns any shares of Common Stock,
and (ii) there have been no transactions in the Common Stock effected
during the past 60 days by the Company, nor to the best of the
Company's knowledge, by any subsidiary or affiliate of the Company or
any of its executive officers or directors.
No other person is known by the Company to have the right to
receive or power to direct dividends from, or proceeds from the sale
of, the shares of Common Stock owned by the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Pursuant to the terms of a Stock Purchase Agreement, dated
December 8, 1995 (the "Agreement"), by and between Labco and the Company,
on December 13, 1995 the Company sold to Labco 647,238 shares (the
"Shares") of the Common Stock for an aggregate purchase price of $809,048.
The purchase price consisted of $300,000 in cash, cancellation of all
amounts owed by the Company to Labco pursuant to certain intercompany
agreements (aggregating $452,945) and cancellation of $57,103 in accounts
receivable due to Labco. After giving effect to the sale of the Shares,
the Company continued to own 432,475 shares of Common Stock.
Under the terms of the Agreement, upon the closing of the sale of
the Shares, all intercompany agreements between the Company and Labco
terminated and certain collateral securing the Company's obligations
thereunder was returned to the Company. However, pursuant to the terms of
the Agreement, Labco retained 88,260 shares of Common Stock owned by the
Company. In the event that Labco meets certain pre-tax earnings goals for
1996, those shares will be returned to the Company. If Labco does not meet
such goals, all or a portion of such shares will be retained by Labco.
In the Agreement, the Company agreed to terminate all voting
arrangements allowing it to vote shares of Common Stock not owned by it and
agreed for a period of 24 months not to enter into any such voting
arrangements. In addition, the Company granted Labco a right of first
refusal until January 2, 1997 giving Labco the right, for a period of
thirty days, to purchase shares of Common Stock owned by the Company in the
event that the Company wishes to sell any additional shares. In connection
with such right, the Company agreed to certain restrictions on the
transferability of any Common Stock owned by it until January 2, 1997.
The right of first refusal and the related restrictions on
transfer will terminate upon the first to occur of (i) the sale, within
twelve months of the date of the Agreement, of Common Stock sufficient to
give any one person or entity ownership of 50% or more of the Common Stock,
or (ii) the change of more than three members of the Board of Directors of
Labco, other than as a result of resignation, during any twelve month
period after the date of the Agreement.
The description of the Agreement contained herein is a summary
only, is not intended to be complete, and is qualified in its entirety by
reference to the Agreement, a copy of which is attached as an Exhibit to
this Schedule 13D and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
A copy of the Agreement is being filed as an exhibit to this
Schedule 13D and is incorporated herein by reference.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 29, 1995
/s/ Richard S. Rosenfeld
Richard S. Rosenfeld,
Vice President - Finance
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Appendix to Item 2
Principal Employment and
Name and Position with Barringer Principal Business of
Business Address* Technologies Inc. Employer
Stanley S. Binder** Executive Officer and Executive Officer of
Director Barringer Technologies
Inc. - instrument
manufacturer and marketer
of in-home drug testing kit
John H. Davies** Executive Officer and
Director Executive Officer of
Barringer Research, Ltd. -
instrument manufacturer
Kenneth S. Wood** Executive Officer and
Director Executive Officer of
Barringer Technologies Inc.
- instrument manufacturer
and marketer of in-home drug
testing kit
Richard S. Rosenfeld** Executive Officer and
Director Executive Officer of
Barringer Technologies
Inc. - instrument
manufacturer and marketer of
in-home drug testing kit
John J. Harte** Executive Officer and
Director Executive Officer of Barringer
Technologies Inc. -
instrument manufacturer and
marketer of in-home drug
testing kit
Richard D. Condon** Director Consultant and director
to Analytic Technology,
Inc. - scientific
instrumentation company
John D. Abernathy
2550 M Street, N.W.
Washington, DC 20037 Director Executive Director of Patton
Boggs, LLP - law firm
James C. McGrath** Director President of McGrath
International, Inc. -
international security firm
___________________________
* Except for John H. Davies, a citizen of Canada, all of the
directors and executive officers are citizens of the United
States.
** Business address is Barringer Technologies Inc., 219 South
Street, New Providence, New Jersey 07974.
Exhibit Index
Exhibit Page No.
1. Stock Purchase Agreement, dated
December 8, 1995, by and between
Barringer Laboratories, Inc. and
Barringer Technologies Inc.
(filed as Exhibit 2.1 to the
Company's Current Report on
Form 8-K dated December 13, 1995
and incorporated herein by
reference).
