June 30, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Re: Preliminary Schedule 14A of Barringer Techologies, Inc.
Dear Sir or Madam:
I have enclosed a copy of (a) the preliminary proxy materials
(including the preliminary proxy statement and proxy statement cover
page pursuant to Reg. 14a-101, and proxy card), filed on behalf of
Barringer Technologies Inc. Barringer Technologies Inc. has already
wire transferred to the SEC $125 in payment of the filing fee.
Kindly acknowledge receipt of the enclosed by stamping the enclosed
copy of this letter "filed" and returning it to me in the envelope provided
herewith.
Please contact Edward M. Zimmerman or Jack D. Hogoboom, if there
are any questions. Thank you.
Very truly yours,
Michael E. Grossman
</PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential for Use of the
Commission only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.240.14a-12
BARRINGER TECHNOLOGIES INC.
__________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
(5) Total fee paid:
___________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
(3) Filing Party:
_______________________________________________________________
(4) Date Filed:
_______________________________________________________________
BARRINGER TECHNOLOGIES INC.
219 South Street
New Providence, New Jersey 07974
Notice of Annual Meeting of Stockholders
to be held Wednesday, August 30, 1995
The Annual Meeting of Stockholders of Barringer Technologies Inc.
(the "Company") will be held at the Best Western/Murray Hill Inn, 535
Central Avenue, New Providence, New Jersey 07974 on Wednesday, August 30,
1995, at 10:00 a.m., local time, to consider and take action on the
following:
1. The election of six persons to serve as directors of the
Company until the next annual meeting of stockholders and until
their successors are duly elected and qualified.
2. The adoption of an amendment to the Certificate of
Incorporation of the Company, as amended (the "Certificates of
Incorporation"), to effect a one-for-four reverse stock split
of the Company's Common Stock, par value $.01 per share
("Common Stock"), in which each four shares of issued Common
Stock will be reclassified into one share of new Common Stock
of the Company, par value $.01 per share, and the number of
authorized shares of Common Stock will be reduced by three-
fourths.
3. The adoption of an amendment to the Certificate of
Incorporation, to increase the number of authorized shares of
capital stock of the Company from 22,000,000 to 33,000,000 (or
from 7,000,000 to 12,000,000 if Proposal 2 is approved and
effected), comprised of 28,000,000 shares of Common Stock (or
7,000,000 shares of Common Stock if Proposal 2 is approved and
effected), 1,000,000 shares of Convertible Preferred Stock, par
value $1.25 per share and 4,000,000 shares of Preferred Stock,
par value $2.00 per share.
4. The ratification of the appointment of BDO Seidman as
independent auditors of the Company's 1995 financial
statements.
5. Such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.
Only those holders of record of Common Stock, Class A Convertible
Preferred Stock, par value $2.00 per share, and Class B Convertible
Preferred Stock, par value $2.00 per share, as of the close of business on
Monday, July 17, 1995 will be entitled to notice of, and to vote at, the
Annual Meeting and any adjournments or postponements thereof. All
stockholders of the Company are cordially invited to attend the Annual
Meeting.
A list of stockholders entitled to vote will be available for
inspection by interested stockholders at the offices of the Company,
commencing on Friday, August 18, 1995 and will be available at the Annual
Meeting.
KENNETH S. WOOD
Vice President and Secretary
New Providence, New Jersey
August 1, 1995
YOUR VOTE IS IMPORTANT. WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING OR
NOT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE.
BARRINGER TECHNOLOGIES INC.
219 South Street, New Providence, New Jersey 07974
August 1, 1995
Proxy Statement
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Barringer Technologies Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on
Wednesday, August 30, 1995 (the "Annual Meeting"), and any adjournments or
postponements thereof. The Company's Annual Report to Stockholders,
containing financial statements reflecting the Company's financial position
and results of operations for the year ended December 31, 1994, this Proxy
Statement and the accompanying form of proxy were distributed together
beginning August 1, 1995.
The securities of the Company entitled to vote at the Annual Meeting
are the Company's Common Stock, par value $.01 per share ("Common Stock"),
Class A Convertible Preferred Stock, par value $2.00 per share ("Class A
Convertible Preferred Stock"), and Class B Convertible Preferred Stock, par
value $2.00 per share ("Class B Convertible Preferred Stock"). Each
stockholder of record at the close of business on July 17, 1995 (the
"Record Date") is entitled to vote in accordance with the Company's
Certificate of Incorporation, as amended (the "Certificate of
Incorporation").
At the Annual Meeting, each share of Class A Convertible Preferred
Stock and Class B Convertible Preferred Stock will be entitled to vote on
the basis of one vote for each share of Common Stock into which such share
of such convertible preferred stock is convertible as of the Record Date.
Each share of Common Stock, Class A Convertible Preferred Stock and Class B
Convertible Preferred Stock will be entitled to one vote per share, 1.32378
votes per share, and 1.29159 votes per share, respectively. The number of
shares of Common Stock, Class A Convertible Preferred Stock, and Class B
Convertible Preferred Stock outstanding as of the Record Date was
13,651,585, 82,497, and 317,500, respectively, representing 13,651,585
109,207, and 410,080 votes, respectively.
Proposal 1 is the election of six persons to serve as directors until
the next annual meeting of stockholders and until their successors are duly
elected and qualified. Proposal 1, the election of directors, requires the
affirmative vote of the plurality of the outstanding shares represented at
the Annual Meeting. This proposal is not conditioned upon the adoption or
effectiveness of any of the other proposals made herein.
Proposal 2 is the adoption of an amendment (the "Reverse Split
Amendment") to the Certificate of Incorporation to effect a one-for-four
reverse stock split of the Company's Common Stock, par value $.01 per share
("Common Stock"), in which each four shares of issued Common Stock will be
reclassified into one share of new Common Stock of the Company, par value
$.01 per share, and the number of authorized shares of Common Stock will be
reduced by three-fourths. Proposal 2 requires the affirmative vote of the
holders of a majority of the outstanding shares of the Common Stock (voting
as one class) and of the Common Stock, the Class A Convertible Preferred
Stock and the Class B Convertible Preferred Stock, voting together as a
separate class. This proposal is not conditioned upon the adoption or
effectiveness of any of the other proposals made herein.
Proposal 3 is the adoption of an amendment (the "Re-Capitalization
Amendment") to the Certificate of Incorporation of the Company, as amended,
to increase the number of authorized shares of capital stock of the Company
from 22,000,000 to 33,000,000 (or from 7,000,000 to 12,000,000 if Proposal
2 is approved and effected), comprised of 28,000,000 shares of Common Stock
(or 7,000,000 shares of Common Stock if Proposal 2 is approved and
effected), 1,000,000 shares of Convertible Preferred Stock, par value $1.25
per share, and 4,000,000 shares of Preferred Stock, par value $2.00 per
share. Proposal 3 requires the affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock, the Class A
Convertible Preferred Stock, and the Class B Convertible Preferred Stock,
voting as three separate classes and also voting together as one class.
This proposal is not conditioned upon the adoption or effectiveness of any
of the other proposals made herein.
Proposal 4 is the ratification of the appointment of BDO Seidman as
independent auditors of the Company's 1995 financial statements. Proposal
4 requires the affirmative vote of the holders of a majority of the
outstanding shares represented at the Annual Meeting. This proposal is not
conditioned upon the adoption or effectiveness of any of the other
proposals made herein.
Voting
Any stockholder giving a proxy has the power to revoke the proxy
prior to the voting thereof by: (i) by written notice received by the
Secretary of the Company at any time prior to the voting thereof, (ii)
submitting a later-dated proxy; or (iii) attending the Annual Meeting and
voting in person. If a proxy is properly signed and is not revoked by a
stockholder, the shares it represents will be voted at the Annual Meeting
in accordance with the instructions of the stockholder. If the proxy is
signed and returned without specifying choices, the shares will be voted at
the Annual Meeting: FOR the election of the nominees for director set forth
in Proposal 1, FOR the adoption of the Reverse Split Amendment as set forth
in Proposal 2, FOR the adoption of the Re-Capitalization Amendment as set
forth in Proposal 3, and FOR the ratification of the appointment of BDO
Seidman as independent auditors. Delaware law does not entitle the
Company's stockholders to dissenters' rights with respect to any of the
foregoing proposals. As of the date hereof, the Board of Directors knows
of no other business that will be presented for consideration at the Annual
Meeting. If other business shall properly come before the Annual Meeting,
the persons named in the proxy will vote the shares according to their best
judgment.
Under Delaware law and the Company's Amended and Restated Bylaws (the
"By-laws"), the presence, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of stock entitled to vote at
the meeting will constitute a quorum at the Annual Meeting. Shares
represented by proxies marked "abstain" will be counted as shares presented
for purposes of determining the presence of a quorum on all matters.
Proxies relating to "street name" shares that are voted by brokers on some
but not all of the matters will be treated as shares present for purposes
of determining the presence of a quorum on all matters, but will not be
treated as shares entitled to vote at the Annual Meeting on those matters
as to which authority to vote is withheld by the broker ("broker non-
votes"). Because directors are elected by a plurality of the votes cast at
the Annual Meeting, any shares not voted (whether withheld for the election
of any or all of the nominees or by abstention, broker non-votes or
otherwise) have no impact on Proposal 1, the election of directors, except
to reduce the number of votes for the nominee(s) for which votes are
withheld. An abstention will have the same effect as a negative vote on
Proposals 2, 3 and 4, but because shares held by brokers will not be
considered entitled to vote on matters as to which the brokers withhold
authority, a broker non-vote will have no effect on the vote for Proposal
4.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which is postage-paid if mailed in the United
States. All costs relating to the solicitation of proxies will be borne by
the Company. The Company has retained _______________________ to aid in
the solicitation of proxies for a fee estimated not to exceed $________,
plus reimbursement and out-of-pocket expenses. Proxies may also be
solicited by officers, directors, and employees of the Company, who will
not be compensated separately therefor, personally or by mail, telephone or
facsimile transmissions. On request, the Company also will reimburse
brokers and other persons holding shares of stock in their names or in
those of their nominees for their reasonable expenses in sending proxy
material to, and seeking instructions from, their principals.
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, a board of six directors will be elected to
serve until the next annual meeting of stockholders and until their
successors are duly elected and qualified. The Board of Directors has
nominated Messrs. Stanley S. Binder, John H. Davies, John J. Harte, Richard
D. Condon, John D. Abernathy and James C. McGrath for election as
directors. All nominees currently are directors of the Company, and
Messrs. Binder and Harte were previously elected by stockholders. The
Board knows of no reason why any nominee would be unable or unwilling to
serve as a director. If any nominee should for any reason become unable or
unwilling to serve, the shares represented by all valid proxies that would
otherwise be voted for the nominee will be voted for the election of such
other person as the Board of Directors may designate following the
recommendation of the Nominating Committee, or the Board may reduce the
number of directors to eliminate the vacancy.
Background information appears below with respect to the Board of
Directors' nominees for election. See "Security Ownership of Management"
and "Security Ownership of Certain Beneficial Owners" for additional
information regarding such persons.
STANLEY S. BINDER
Mr. Stanley S. Binder, 53, is the President and Chief Executive
Officer of the Company and has been a director since 1991. He is also a
Director of Barringer Laboratories, Inc. ("Labco"), a 47%-owned subsidiary
of the Company. From 1977 to May 1989, Mr. Binder served as Chief
Financial Officer to Keystone Camera Products Corporation, Clifton, New
Jersey, and its predecessors, the principal business of which was the
manufacture of low cost point and shoot cameras. Keystone Camera Products
Corporation filed a petition for protection under the bankruptcy laws in
January 1991. In July 1989, Mr. Binder joined the Company and has since
held the following offices with the Company: President from 1989 to the
present date, Chief Operating Officer from 1989 to June 1990, Chief
Financial Officer from 1989 until July 1993, and Chief Executive Officer
from July 1990 to the present date. Mr. Binder is also an independent
general partner in the Special Situations Fund III, L.P., a substantial
investor in the Company. See "Certain Relationships and Related
Transactions." Mr. Binder is a member of the Executive, Nominating and
Technology and Strategic Planning Committees of the Board.
JOHN H. DAVIES
Mr. Davies, 59, has been a Director of the Company since 1992 and is
Executive Vice President of the Company and the President and Chief
Executive Officer of Barringer Research Ltd. ("BRL"). Mr. Davies joined
BRL in 1967 and has been an Executive Vice President and Director of the
Company since January 1992. Mr. Davies has served BRL as a Vice President,
and a Senior Vice President; and currently as BRL's President (since 1984)
and Chief Executive Officer (since August 1989). He is a member of the
Executive, Nominating and Technology and Strategic Planning Committees of
the Board.
JOHN J. HARTE
Mr. Harte, 53, has been a Director of the Company since 1986 and is
Vice President, Special Projects, of the Company and Chairman of the Board
of Labco, positions he has held since joining the Company and Labco in
1986. He is a certified public accountant and, since 1978, has been and
continues to be a Vice President of Mid-Lakes Distributing Inc., a
manufacturer and distributor of heating and air conditioning parts and
equipment located in Chicago, Illinois. He is a member of the Executive,
Executive Compensation and Nominating Committees of the Board.
RICHARD D. CONDON
Mr. Condon, 60, has been a Director of the Company since February
1992. Since 1989, he has worked as a consultant to and director of
Analytical Technology, Inc., Boston, Massachusetts, a scientific
instrumentation company. He is a member of the Audit and Finance and
Technology and Strategic Planning Committees of the Board.
JOHN D. ABERNATHY
Mr. Abernathy, 58, has been a Director of the Company since October,
1993. Mr. Abernathy is a certified public accountant and, since January
1995, has been Executive Director of Patton Boggs, LLP, a law firm. Mr.
Abernathy is also a Director of Oakhurst Capital, Inc., a distributor of
automotive parts and accessories; and, since June 1995, he has been a
Director of Wahlco Environmental Systems, Inc., which designs, manufactures
and sells air pollution control and power plant efficiency equipment. From
March 1994 to January 1995, he was a financial and management consultant.
From March 1991 to March 1994, he was the Managing Director of Summit
Solomon & Feldesman, a law firm in dissolution since March 1993. From July
1983 until June 1990, Mr. Abernathy was Chairman and Chief Executive
Partner of BDO Seidman, a public accounting firm. He is a member of the
Executive, Audit and Finance and Executive Compensation Committees of the
Board.
JAMES C. McGRATH
Mr. McGrath, 53, has been a Director of the Company since January
1994. Mr. McGrath is an international security consultant. Since July
1989, he has been President of McGrath International, Inc., a management
consulting firm specializing in the security field. He is a member of the
Audit and Finance and Executive Compensation Committees of the Board.
Committees of the Board of Directors
The Company has an Executive Compensation Committee, an Audit and
Finance Committee, a Nominating Committee, and a Technologies and Strategic
Planning Committee
The Executive Compensation Committee (the "Compensation Committee)
reviews and determines the salaries and other compensation paid to the
Company's officers and other key employees and administers the Company's
incentive compensation and stock plans, which includes selecting
participating officers and employees and establishing performance goals.
The Compensation Committee is presently comprised of Messrs. Harte,
Abernathy and McGrath. In 1994, the Compensation Committee met once.
The Audit and Finance Committee (the "Audit Committee") monitors the
Company's accounting and financial policies and practices, reviews the
scope of the independent accountant's audit and the results of the audit,
and reviews and make recommendations to the Board with respect to the
Company's financing needs. In addition, the Audit Committee recommends to
the Board the engagement of the independent auditors of the Company's
financial statements. The Audit Committee is presently comprised of
Messrs. Abernathy, Condon and McGrath. In 1994, the Audit Committee met 3
times.
The Nominating Committee receives recommendations for, reviews and
evaluates the qualifications of, and selects and recommends to the Board of
Directors, nominees for election as directors. In addition, the Nominating
Committee makes recommendations to the Board of Directors regarding the
composition of Board committees. The Nominating Committee will consider
appropriate persons proposed by security holders as potential nominees for
membership on the Board of Directors. Interested persons should submit
their recommendations, together with supporting information, to the
committee care of the Secretary of the Company. The Nominating Committee
is presently comprised of Messrs. Binder, Davies and Harte. In 1994, the
Nominating Committee did not meet in 1994.
Meetings of the Board of Directors
The Board held six meetings in 1994. No incumbent director of the
Company attended fewer than 75% of the aggregate number of meetings of the
Board and committees of the Board during 1994, or the portion thereof
during which he served as a director or committee member.
Compensation of Directors
The Board has adopted a compensation plan for outside directors.
Outside directors are entitled to an annual retainer of $2,500 per quarter
and a fee of $1,000 for each meeting attended. In addition, outside
directors are eligible to participate in the 1991 Warrant Plan (as
described below). Although Mr. Harte is a non-employee director, he does
not participate in the Company's compensation plan for non-employee
directors. Mr. Harte receives a fee of $2,000 per month for services he
renders to the Company, and a fee of $1,000 for each meeting he attends in
his capacity as a director.
The Board of Directors has adopted the 1991 Directors Warrant Plan
(the "1991 Warrant Plan"), under which, each non-employee director, upon
election or appointment to the Board, will be offered, 15,000 warrants, at
$0.10 per warrant, each of which may be exercised within five years to
purchase one share of Common Stock at an exercise price to be determined by
the Board at the time of such sale, which exercise price shall not be less
than the then-market price for the shares underlying the warrants. The
1991 Warrant Plan provides that each such new director shall use the first
quarterly director's fee to pay the purchase price for such warrants.
EXECUTIVE OFFICERS OF THE COMPANY
AND OTHER INFORMATION
Executive Officers of the Company
Name Position with the Company and Affiliates
Stanley S. Binder Director, President and Chief Executive Officer
of the Company; Director of Barringer Laboratories,
Inc. ("Labco").
John H. Davies Director and Executive Vice President of the
Company; President and Chief Executive
Officer of Barringer Research Ltd.
John J. Harte Director and Vice President, Special Projects, of
the Company; Chairman of the Board of Labco.
Richard S. Rosenfeld Vice President-Finance, Chief Financial Officer,
Treasurer and Assistant Secretary of the Company.
Kenneth S. Wood Vice President and Secretary of the Company;
President of Barringer Instruments, Inc. ("BII").
Mr. Stanley S. Binder, 53, is a Director and the President and Chief
Executive Officer of the Company. He is also a Director of Labco and an
independent general partner in the Special Situations Fund III, L.P., a
substantial investor in the Company. See "Certain Relationships and
Related Transactions." From 1977 to May 1989, Mr. Binder served as Chief
Financial Officer to Keystone Camera Products Corporation, Clifton, New
Jersey, and its predecessors, the principal business of which was the
manufacture of low cost point and shoot cameras. Keystone Camera Products
Corporation filed a petition for protection under the bankruptcy laws in
January 1991. In July 1989, Mr. Binder joined the Company and has since
held the following offices with the Company: President from 1989 to the
present date, Chief Operating Officer from 1989 to June 1990, Chief
Financial Officer from 1989 until July 1993, and Chief Executive Officer
from July 1990 to the present date.
Mr. John H. Davies, 59, is a Director and Executive Vice President of
the Company and the President and Chief Executive Officer of Barringer
Research Ltd. ("BRL"). Mr. Davies joined BRL in 1967 and has been an
Executive Vice President and Director of the Company since January 1992.
Mr. Davies has served BRL as a Vice President, and a Senior Vice President;
and currently as BRL's President (since 1984) and Chief Executive Officer
(since August 1989).
Mr. John J. Harte, 53, is a Director and Vice President, Special
Projects, of the Company and Chairman of the Board of Labco, and has held
such positions since joining the Company and Labco in 1986. He is a
certified public accountant and, since 1978, has been and continues to be a
Vice President of Mid-Lakes Distributing Inc., a manufacturer and
distributor of heating and air conditioning parts and equipment located in
Chicago, Illinois.
Mr. Richard S. Rosenfeld, 48, is a certified public accountant and
has been Vice President-Finance and Chief Financial Officer of the Company
since July 1993; he has also been the Treasurer and Assistant Secretary of
the Company since January 1992, and was a consultant to the Company from
July 1991 to December 1991. From July 1984 to October 1990, he was
Controller, Vice President-Finance, for Keystone Camera Products
Corporation, Clifton, New Jersey, the principal business of which was the
manufacture of low cost point and shoot cameras. Keystone Camera Products
Corporation filed a petition for protection under the bankruptcy laws in
January 1991.
Mr. Kenneth S. Wood, 44, has been a Vice President of the Company and
the President of BII since January 1992 and the Secretary of the Company
since March 1993. He was Vice President of Operations for BII from April
1990 to January 1992. From July 1978 until April 1990, he was Program
Director for Lockheed Electronics, the principal business of which is
aerospace and defense electronics.
Mr. Binder has an employment and consulting agreement with the
Company. See "Executive Officer Compensation." Other officers of the
Company serve at the discretion of the Board of Directors. There are no
family relationships among any of the directors and executive officers.
Executive Officer Compensation
The following table sets forth the compensation paid for the past three
fiscal years to the President and Chief Executive Officer of the Company
and each of the four most highly compensated executive officers of the
Company whose total annual salary and bonus are $100,000 or more:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
<C> <C> <C> <C> <C>
<S> Other
Annual Restricted Securities
Name and Principal Compen- Stock Underlying LTIP All Other
Position Year Salary Bonus sation Awards Options Payouts
Compensation(1)
Stanley S. Binder 1994 $164,178 - - - $ 5,940
President and Chief 1993 148,272 $17,400 - - - 5,492
Executive Officer 1992 131,640 - - - - - 5,674
John H. Davies 1994 114,830* - - - - - 5,741*
Executive Vice 1993 115,785* 15,600 - - - -
Presiden of the 1992 114,000* - - - - -
Company;
Kenneth S. Wood 1994 107,422 - - - - - 2,436
President of 1993 97,874 14,400 - - - - 2,386
Barringer Instruments,
Inc. 1992 91,500 - - - - -
Richard S. Rosenfeld 1994 88,400 - - - - - 4,545
Chief Financial
Officer 1993 68,094 12,600 - - - - 1,976
1992 52,965 - - - - - -
</TABLE>
____________________________
* Amounts converted to US dollars at the average exchange rate for the
respective year.
(1) Represents amounts contributed by the Company pursuant to the
Company's tax-qualified 401(k) deferred compensation plan ("401(k)
Plan"). The 401(k) Plan provides that the Company will make matching
contributions to the participants in the 401(k) Plan equal to 100% of
the first 2% of a participant's salary contributed and 50% of the next
5% of a participant's salary contributed, which contributions vest
proportionately over a five-year period, commencing at the end of the
participant's first year with the Company.
There were no stock options granted in 1994 to any of the executive
officers named in the Summary Compensation Table.
The following table sets forth information with respect to the
executive officers named in the foregoing Summary Compensation Table
concerning the exercise of stock options during 1994 and unexercised
options held by such executive officers as of December 31, 1994:
<TABLE>
AGGREGATED OPTION EXERCISES IN 1994 AND
FISCAL YEAR-END OPTION VALUES
<CAPTION>
<C>
<C> <C> <C> Value of
Unexercised
in-the-Money
Number of Securities Options at
<S> Underlying Unexercised Year-End
Shares Acquired Value Options at Year-end Exercisable/
Name On Exercise Realized(1) Exercisable/Unexercisable Unexercisable
Stanley S. Binder 150,000 $ 87,625 - -
John H. Davies - - - -
Kenneth S. Wood 40,000 $ 5,900 36,000/24,000
Richard S. Rosenfeld - - 15,000/10,000 -
</TABLE>
_______________________________
(1) Dollar values are calculated by determining the difference between the
fair market value of the Common Stock underlying the options and the
exercise price of the options on the date of exercise.
The Company's Canadian subsidiary, Barringer Research Ltd.,
maintained a defined benefit pension plan for its Canadian employees that
was terminated on December 31, 1993. Mr. Davies was a participant in that
plan. His projected annual benefit at age 65 has been set at approximately
Cdn. $74,000, which amount may be subject to change only in response to
changes in the Canadian pension regulatory scheme.
The Company has entered into an Employment and Consulting Agreement
with Stanley S. Binder, the President and Chief Executive Officer of the
Company (the "Employment Agreement"), pursuant to which Mr. Binder is paid
a base salary at an initial annual rate of $120,000, subject to increases
equal to percentage increases in the Consumer Price Index as well as
increases authorized by the Company's Executive Compensation Committee.
Mr. Binder's annual salary effective May 31, 1994 is $171,491. The
Employment Agreement renews automatically each year, unless either party
gives the other six months prior written notice of non-renewal. The
Employment Agreement provided for the grant to Mr. Binder of an option to
purchase 100,000 shares of Common Stock at an exercise price of $1.00 per
share, which approximated market value at the time that the Employment
Agreement was executed. The Employment Agreement also provided for an
incentive stock option, under the Company's then- existing incentive stock
option plan, for an additional 100,000 shares of Common Stock at an
exercise price of $2.00 per share, which was in excess of market value at
the time the Employment Agreement was executed, with 20,000 shares
exercisable in each of the five years beginning on July 10, 1991
(exercisable on a cumulative basis). The Company later determined that the
number of shares reserved for issuance under the Company's then-existing
incentive stock option plan was insufficient to fulfill its obligation to
Mr. Binder to grant the second option. As a result, the Board of Directors
and Mr. Binder agreed that the Company would grant Mr. Binder, in lieu of
the second option described above, a non-qualified and immediately
exercisable option to purchase 100,000 shares of Common Stock at an
exercise price of $2.00 per share, subject to anti-dilution provisions,
which option has been granted and exercised, pursuant to the Stock Option
Exercise Program. Mr. Binder does not receive any additional compensation
for his services to Labco.
Five-Year Performance Graph
The following chart compares the five year cumulative total return
for the Company's Common Stock with the cumulative total return of the
NASDAQ Stock Market (U.S. and foreign companies) and the stock of non-
financial companies traded on the NASDAQ System (SIC Code 0100-5999, 7000-
9999). The base year of 1989 is held constant at 100 and each line
represents the annual index levels derived from the compounded daily
returns that include reinvestment of all dividends. The indexes are
reweighted daily using the market capitalization on the previous trading
day.
Barringer NASDAQ NASDAQ Non-
Measurement Period Technologies Stock Financial
(Fiscal Year Covered) Inc. Market Stocks
1989 100.0 100.0 100.0
1990 159.8 85.0 88.0
1991 115.9 135.7 141.7
1992 124.8 157.4 155.0
1993 122.4 182.3 179.0
1994 30.1 176.6 171.6
EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The compensation policies with respect to executive officers of the
Company and its wholly-owned subsidiaries have been established and
implemented solely by the Compensation Committee. The Compensation
Committee's decisions are subject to the approval of the Board of
Directors, except for decisions as to awards granted under certain of the
Company's employee benefit plans, which decisions are made solely by the
Compensation Committee to allow such plans to satisfy the disinterested
administration requirement of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"). The Compensation Committee is
presently comprised of Messrs. Harte, Abernathy and McGrath.
The Company's executive compensation objectives are to motivate and
retain qualified executives and to align the financial interests of the
Company's executives with that of its stockholders. In this regard, the
Company's executive compensation program is comprised of a base salary
component and annual and long-term incentive compensation components.
In addition to base salary, the Board of Directors has had the
discretion to award annual bonuses to executive officers based on the
achievement of certain performance criteria, although the Company has no
formal bonus or annual incentive plan. In May 1994, the Board awarded
bonuses to each of the four executive officers for the fiscal year ended
December 31, 1993.
To encourage ownership in the Company and align the executive
officers' interests with those of the stockholders, the Company in the past
has included in its compensation program for executive officers a long-term
incentive component in the form of stock options granted to management
under the Company's 1990 Stock Option Plan. The Board of Directors
believes that stock ownership encourages management to enhance stockholder
value and puts management on par with stockholders. The granting of stock
options is intended to motivate and reward executive officers and other key
employees for improving the overall financial condition of the Company over
a period of time; and to promote longevity of employment by such employees.
Chief Executive Officer's Compensation
For 1994, the Compensation Committee had recommended, and the Board
had approved the compensation payable to the Company's Chief Executive
Officer. Effective from June of 1993 until May 31, 1994, Mr. Binder's
annual salary was $160,072, which was increased to $171,491 per annum
effective May 31, 1994. Mr. Binder did not participate in the Board's
deliberations and decisions with respect to his base salary increase.
Although Mr. Binder is eligible to receive stock options, the Board did not
consider granting options to Mr. Binder in 1994. Mr. Binder does not
receive any additional compensation for his services to Labco.
This report is submitted by those members of the Executive
Compensation Committee of the Board of Directors who participated in the
deliberations and decisions of the Compensation Committee with respect to
executive compensation for the fiscal year ended December 31, 1994.
Members of the Executive
Compensation Committee
John D. Abernathy
John J. Harte
James C. McGrath
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is presently comprised of Messrs. Abernathy,
Harte and McGrath. Mr. Condon served on the Compensation Committee until
May 1994. During the fiscal year ended December 31, 1994, Mr. Harte was
also the Vice President, Special Projects, of the Company. Messrs.
Abernathy, Condon and McGrath were not officers or employees of the Company
during fiscal 1994.
The Company owns a 47% common share equity interest in Labco. Mr.
Harte is Chairman of the Board of Labco, and Mr. Binder is a Director of
Labco. Until January 1994, Mr. Binder was also the Chief Financial Officer
and Treasurer of Labco, positions from which he resigned as of that date.
Mr. Binder served on the compensation committee of Labco's Board of
Directors during fiscal 1994. Except as described in the preceding
sentence, no executive officer of the Company and no member of the
Compensation Committee is a member of any other business entity that has an
executive officer that sits on the Company's Board or on the Compensation
Committee.
Pursuant to the terms of a certain Stockholders' Agreement, dated as of
December 15, 1989, by and among the Company and certain employees of Labco
("Stockholders' Agreement"), certain stockholders of Labco transferred to
the Company in the form of irrevocable proxies the right to vote their
shares of Labco common stock, giving the Company voting control of more
than 50% of Labco's outstanding common stock. The Stockholders' Agreement
also provided that the Company would have the right of first refusal to
purchase such shares in the event that such stockholders wish to sell. The
Stockholders' Agreement terminated on December 15, 1994, and was not
extended by the parties thereto. In order to maintain voting control of
more than 50% of Labco's common stock, the Company entered into a
stockholders' agreement, dated as of March 16, 1994, with one stockholder
of Labco, pursuant to which such stockholder agreed, so long as it is a
stockholder of Labco, to vote its 83,000 shares of Labco common stock in
the manner designated by the Company. No cash consideration was paid to
such stockholder by the Company for such obligations.
On April 21, 1994, Mr. Binder exercised options to purchase 150,000
shares of Common Stock pursuant to the Stock Option Exercise Program, in
exchange for which, Mr. Binder executed notes payable to the Company in the
amount of $203,000. For the period in which no interest accrued on the
amounts payable to the Company (from April 21, 1994 until the end of fiscal
1994), Mr. Binder received benefits of $10,609 under the Stock Option
Exercise Program, representing interest otherwise payable on such $203,000.
See "Certain Relationships and Related Transactions" for a description of
the Stock Option Exercise Program. In April of 1993, the Company had
provided to Mr. Binder an unsecured demand loan of $20,000 in connection
with the incurrence by Mr. Binder of tax liability upon exercising certain
of his non-qualified stock options. That loan did not bear interest for
the first year, after which interest accrued at a rate equivalent to the
then current prime rate. The total benefit to Mr. Binder during that
portion of 1994 in which such loan did not bear interest was $320.
Securities Exchange Act Reports
Under Section 16(a) of the Exchange Act, the Company's directors,
executive officers, and persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any changes in such ownership to the
Securities and Exchange Commission. These persons also are required to
furnish the Company with a copy of all Section 16(a) forms they file. The
Company is obligated to disclose any failures to, on a timely basis, file
such reports. To the Company's knowledge, based solely on a review of such
reports and any amendments thereto which have been furnished to the
Company, the Company has not identified any reports required to be filed
during the 1994 fiscal year that were not filed on a timely manner.
However, the Company has identified one instance of a report required to be
filed during the 1993 fiscal year, which was not filed on a timely basis.
That report related to the purchase by Mr. Abernathy on October 12, 1993 of
directors warrants, which was reported approximately four months late in
February of 1994.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 1, 1995, the number of
shares of Common Stock, Class A Convertible Preferred Stock and Class B
Convertible Preferred Stock owned by each director and all directors and
executive officers as a group and any persons (including any "group" as
used in Section 13(d)(3) of the Exchange Act) known by the Company to own
beneficially 5% or more of such securities. As of July 1, 1995, there were
13,651,585 shares of Common Stock, 82,497 shares of Class A Convertible
Preferred Stock and 317,500 shares of Class B Convertible Preferred Stock
issued and outstanding. As of that date, none of the officers and
directors owned shares of the Company's Class A Convertible Preferred
Stock, Class B Convertible Preferred Stock, or any of the Company's
Convertible Debentures.
<TABLE>
<CAPTION> <C> <C> <C> (c)
Common Stock Class A Convertible Class B Convertible Total Common Stock and
Preferred Stock Preferred Stock Common Stock Equivalents (1)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name of Beneficial Owner Number of Percent of Number of Percent Number of Percent of Number of Percent of
Shares Class Shares of Class Shares Class Shares
Class
Stanley S. Binder 200,000 1.5 - - - - 430,000 (2) 3.1%
John H. Davies 213,117 1.6 - - - - 388,117 2.8
John J. Harte 90,000 * - - - - 185,000 1.4
Richard D. Condon 20,000 - - - - - 85,000 *
John D. Abernathy 16,000 - - - - - 71,000 *
James C. McGrath 20,000 - - - - - 85,000 *
Kenneth S. Wood 40,000 - - - - - 205,000 1.5
Richard S. Rosenfeld 21,600 - - - - - 156,600 1.1
All directors and executive officers
as a group consisting of eight (8)
persons 620,717 4.6 - - - - 1,605,717 11.0
Special Situations Cayman Fund,
L.P.
153 E. 53rd St.
NY, NY 10022 333,333 2.4 - - - - 706,666 5.0
Special Situations Fund III, L.P.
153 E. 53rd St.
NY, NY 10022 1,282,660 9.4 - - - - 2,309,327 15.7
Herbert Boeckmann II
15505 Roscoe Blvd.
Sepulveda, CA 93134-6503 43,704 * - - 60,000 18.9% 121,199 *
John R. Purcell
c/o Grenadier
Association
14155 Highway One
JSNO Beach FL. 33408 39,550 * - - 100,000 31.5 168,709 1.2
Penfield Partners, Ltd.
153 E 53rd St.
NY, NY 10022 176,095 1.3 - - 60,000 18.9 253,590 1.9
Colman Abbe
c/o Hampshire Fin. Group
919 3rd Ave.
NY, NY 10022 98,794 * - - 25,000 7.9 146,083 1.1
Nancy A. Abbe
c/o Hampshire Fin. Group
919 3rd Ave.
NY, NY 10022 12,433 * - - 25,000 7 .9 44,723 *
R.R. Bowlin
Ft. Wayne, IN 39,894 * - - 25,000 7.9 72,184 *
Esther & Carlos Otto
Cheyenne, WY 21,219 * 14,060 17.0% - - 39,831 *
Elizabeth Butenschoen
Colfax, CA 3,006 * 6,530 7.9% - - 11,650 *
_______________________________________________________________________________________________________
*Less than 1%
__________________________
(1) Common Stock Equivalents for each person or entity assumes the
exercise of all outstanding warrants for Common Stock, the
conversion of each outstanding share of Class A Convertible
Preferred Stock and Class B Convertible Preferred Stock into
Common Stock and the issuance of all shares of Common Stock
subject to options for such person or entity.
(2) Does not include 1,282,660 shares of Common Stock owned by Special
Situations Fund III, L.P., of which Mr. Binder is an Independent
General Partner. Mr. Binder disclaims any beneficial interest in such
shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the Company's policies and procedures set forth by the Board of
Directors for reviewing related party transactions, any transaction between
the Company and its respective officers, directors or principal
stockholders must be on terms no less favorable to the Company than can be
obtained from unaffiliated third parties and must be approved by a majority
of the disinterested directors of the Company. Loans will not be made to
officers, directors or 5% stockholders except those made pursuant to the
Company's Stock Option Exercise Program (as described below) and those made
for bona fide business purposes. The Company believes that these measures
ensure that the terms of any related party transaction will be at least as
fair as those that could be obtained in arm's length transactions, unless
intended to constitute additional compensation to the parties involved.
In connection with the Company's stock option plan, the Board of
Directors has approved a stock option exercise program ("Stock Option
Exercise Program"). The Stock Option Exercise Program permits all
employees of the Company and its subsidiaries who are granted stock options
(pursuant to either qualified or non-qualified plans) to finance the
exercise of such options by causing the Company to issue the shares
underlying such options upon receipt by the Company from the employee of a
note evidencing indebtedness to the Company in an amount equal to the
exercise price. Such loans, which are secured by the underlying shares of
Common Stock, are interest-free for one year from the date on which the
employee exercises his option, after which interest accrues at rate per
annum equivalent to the prime rate, which rate is changed monthly. On
April 21, 1994, Mr. Binder and Mr. Wood exercised options to purchase
150,000 shares of Common Stock and 40,000 shares of Common Stock,
respectively, pursuant to the Stock Option Exercise Program, in exchange
for which, Mr. Binder and Mr. Wood executed notes payable to the Company in
the amount of $203,000, and $71,600, respectively. For the period in which
no interest accrued on the amounts payable to the Company (from April 21,
1994 until the end of fiscal 1994), Mr. Binder and Mr. Wood received
benefits of $10,609 and $3,742, respectively, under the Stock Option
Exercise Program, representing interest otherwise payable on such notes.
On May 9, 1995 the Company sold to the Special Situations Fund
III, L.P. ("SSF III"), a current shareholder and an investment group of
which Mr. Binder is an Independent General Partner, and to the Special
Situations Fund Cayman, L.P., an affiliate of SSF III (collectively, with
SSF III, "SSF"), an aggregate of 125 units at a purchase price of $6,000
per unit for an aggregate purchase price of $750,000. Each unit consists
of 10,000 shares of Common Stock and a five-year warrant to purchase 10,000
shares of Common Stock at $.50 per share, subject to certain anti-dilutive
provisions. As an inducement to enter into the transaction and in lieu of
a transaction fee, the Company also issued to SSI warrants, exercisable for
three years, to purchase an aggregate of 150,000 shares of Common Stock at
$.50 per share, subject to certain anti-dilutive provisions. In addition,
on June 30, 1995, the Company sold 22 units to certain officers and
directors of the Company for an aggregate purchase price of $132,000. Such
units were identical to those sold to SSF. For information relating to Mr.
Binder's indebtedness to the Company, see "Compensation Committee
Interlocks and Insider Participation" above.
PROPOSAL 2. PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
Introduction
The Board of Directors believes that it would be in the best
interests of the Company and its stockholders to adopt the Reverse Split
Amendment, which will authorize the Board to file an amendment to the
Certificate of Incorporation to effect a reverse stock split ("Reverse
Split") of one new share of Common Stock (a "New Share") for each four
issued shares of Common Stock. If the Reverse Split Amendment is adopted,
the Board will have authority, without further stockholder approval, to
determine the exact timing of and to effect the Reverse Split, subject to
the terms of the purchase agreement with SSF, pursuant to which the Company
is obligated to effect the Reverse Split no later than September 30, 1995.
See "Certain Relationships and Related Transactions".
Following the determination by the Board to effect the Reverse Split
and the filing of the Reverse Split Amendment (the "Effective Date"), the
Board will notify the stockholders that the Reverse Split has been
effected. The full text of the Reverse Split Amendment is set forth in
Exhibit A attached to this Proxy Statement, and the discussion of the
Reverse Split and the Reverse Split Amendment is qualified in its entirety
by reference to Exhibit A, which is incorporated herein by reference as if
fully set forth herein.
Pursuant to Section 242(c) of the Delaware General Corporation Law,
the Board of Directors reserves the right, notwithstanding stockholder
adoption and without further action by the stockholders, to not proceed
with the Reverse Split Amendment, if, at any, time prior to filing the
Reverse Split Amendment with the Secretary of State of the State of
Delaware, the Board of Directors, in its sole discretion, determines that
the Reverse Split Amendment is no longer in the best interests of the
Company and its stockholders. The Board of Directors may consider a
variety of factors in determining whether or not to proceed with the
Reverse Split Amendment, including, but not limited to, overall trends in
the stock market, recent changes and anticipated trends in the per share
market price of the Common Stock, business developments and the Company's
actual and projected financial performance.
Recommendation of the Board of Directors
The Board of Directors of the Company has unanimously approved the
Reverse Split Amendment as described herein, subject to the adoption
thereof by the stockholders of the Company, and recommends that
stockholders vote "FOR" the Reverse Split Amendment.
Purpose and Background of the Reverse Split Amendment
On October 12, 1994, the Board of Directors adopted resolutions,
which it ratified at its June 13, 1995 meeting, approving the Reverse Split
Amendment and directing that the Reverse Split Amendment be submitted to
stockholders for adoption. As described below, the Board's primary
objective in effecting the Reverse Split Amendment is to raise the per
share price of the Common Stock in an effort to avoid being delisted from
the NASDAQ Small Capitalization Market. The NASDAQ Small Capitalization
Market requires that, for continued listing, the Company's shares have a
minimum bid price per share of $1, provided that the Company maintains a
market value of public float of at least $1 million and $1 million in
capital and surplus. As of the date hereof, the Company is not in
compliance with the NASDAQ Small Capitalization Market's minimum bid price
per share requirement, but is in compliance with the public float and the
capital and surplus requirements. The Company believes that effecting the
Reverse Split will bring the Company back into compliance with the
applicable criteria for continued listing on the NASDAQ Small
Capitalization Market. On May 16, 1994, the Company received notification
of the possible delisting of the Common Stock from NASDAQ. No assurances
can be given, however, that effecting the Reverse Split will enable the
Company to avoid delisting.
The Reverse Split Amendment is also intended to improve the potential
ability of the Company to raise capital by issuing additional shares. See
the discussion under Proposal 3 relating to the amendment to the
Certificate of Incorporation to increase the authorized capital stock of
the Company. The Board of Directors believes that certain securities firms
discourage their registered representatives from recommending the purchase
of lower-priced corporate securities. Additionally, the policies and
practices of a number of brokerage houses tend to discourage individual
brokers within those firms from dealing in lower-priced stocks. Some of
these policies and practices relate to the payment of brokers' commissions
and to time-consuming procedures that operate to make the handling of lower-
priced stocks economically unattractive to brokers. The structure of
trading commissions also tends to have an adverse impact upon holders of
lower-priced stocks since the brokerage commission payable on the sale of a
lower-priced stock generally represents a higher percentage of the sales
price than the commission on a relatively higher-priced stock.
Consequently, the Board of Directors believes that this limits the
marketability of the Common Stock, at its current per share price. For
instance, the Board of Directors believes that the low per share market
price of the Common Stock impairs the marketability and acceptance of the
Common Stock to institutional investors and other members of the investing
public and creates a negative impression with respect to the Company.
Theoretically, the number of shares outstanding should not, by itself,
affect the marketability of such shares, the type of investor who acquires
them or the Company's reputation in the financial community. In practice,
however, many investors and market makers consider low-priced stock as
unduly speculative in nature and, as a matter of policy, avoid investment
and trading in such stocks. The foregoing factors may adversely affect not
only the pricing of the Common Stock but also the liquidity of the Common
Stock and the Company's ability to raise additional capital through the
sale of equity securities.
The Board of Directors is hopeful that the decrease in the number of
shares of Common Stock outstanding as a consequence of the proposed Reverse
Split and the anticipated increase in the price per share will encourage
greater interest in the Common Stock by the financial community and the
investing public and possibly promote greater liquidity for the Company's
stockholders with respect to those shares presently held by them. However,
the possibility does exist that such liquidity may be adversely affected by
the reduced number of shares which would be outstanding if the proposed
Reverse Split is effected.
The Board of Directors is hopeful that the proposed Reverse Split
will result in a price level for the shares of Common Stock that will
mitigate the present reluctance, policies and practices of brokerage firms
and investors referred to above and diminish the adverse impact of trading
commissions on the potential market for the shares. However, there can be
no assurance that the proposed Reverse Split will achieve any of these
desired results, nor can there be any assurance that the price per share of
the Common Stock immediately after the proposed Reverse Split will increase
proportionately with the Reverse Split, or that any increase can be
sustained for any period of time, or that the market price of the Common
Stock will exceed or remain in excess of the current market price, or that
the Company will be able to meet the requirements for the Common Stock to
be continued to be included in the NASDAQ Small Capitalization Market.
The Board of Directors of the Company is not aware of any present
efforts by any persons to accumulate Common Stock or to obtain control of
the Company, and the proposed Reverse Split is not intended to be an anti-
takeover device. The Board of Directors has recommended the Reverse Split
Amendment to enable the Company to meet the requirements for continued
inclusion in the NASDAQ Small Capitalization Market, to enhance the
Company's image and corporate flexibility and to price the stock in a price
range more acceptable to the brokerage community and to investors
generally.
Market for the Company's Common Stock
The Common Stock is traded on the NASDAQ Small Capitalization Market
under the symbol "BARR." The following table indicates the high and low
per share bid prices for the Common Stock as reported on the NASDAQ Small
Capitalization Market for the periods indicated (such quotations reflect
inter-dealer prices, and do not include do not include retail mark-ups,
mark-downs or commission and may not necessarily represent actual
transactions).
High Low
1993
First Quarter 3.81 1.69
Second Quarter 3.13 2.31
Third Quarter 3.19 2.19
Fourth Quarter 3.00 2.00
1994
First Quarter 2.81 2.25
Second Quarter 2.31 1.56
Third Quarter 2.00 1.00
Fourth Quarter 1.13 1.00
1995
First Quarter 1.72 0.31
Second Quarter
Third Quarter (through July __, 1995)
Effects of the Reverse Split on Common Stock
The Company's Certificate of Incorporation presently authorizes the
Company to issue 22,000,000 shares of capital stock, of which 20,000,000
shares are Common Stock, 1,000,000 shares are Convertible Preferred Stock
and 1,000,000 shares are Preferred Stock. Of the 1,000,000 shares of
Preferred Stock, 270,000 shares are designated Class A Convertible
Preferred Stock and 730,000 shares are designated Class B Convertible
Preferred Stock. If approved by the stockholders, the principal effect of
the Reverse Split will be to decrease the number of shares of Common Stock
issued from 13,651,585 shares to approximately 3,412,896 shares of Common
Stock based on the number of shares outstanding on the Record Date. The
total number of shares of Common Stock held by each stockholder would be
reclassified automatically into the number of whole New Shares equal to the
number of shares of Common Stock owned immediately prior to the Reverse
Split divided by four, provided that pursuant to the Certificate of
Incorporation, no fractional shares will be issued. See "Exchange of
Shares; No Fractional Shares." Additionally, the number of shares of
Common Stock the Company will be authorized to issue will be decreased from
20,000,000 to 5,000,000 (or from 28,000,000 to 7,000,000 if the
stockholders also adopt Proposal 3, the Re-Capitalization Amendment).
The following table illustrates the principal effect of the Reverse
Split on the Common Stock based on Common Stock authorized, issued and
outstanding and for issuance upon the exercise of various outstanding
warrants and options of the Company as of the Record Date.
Prior to After 1-for 4
Number of Shares Reverse Split Reverse Split
Common Stock Authorized 20,000,000 5,000,000 (1)
Issued 13,651,585 3,412,896
Outstanding 13,775,585 3,443,896
Reserved for Issuance
Available for Future Issuance
______________________
(1) Assuming the stockholders adopt Proposal 3, the Re-Capitalization
Amendment, and giving effect thereto, such number of shares of Common
Stock will be 7,000,000.
Effect on Market for Common Stock
On the Record Date, the last sale price of the Common Stock on the
NASDAQ Small Capitalization Market was $_________ per share. By decreasing
the number of shares of Common Stock outstanding without altering the
aggregate economic interest in the Company represented by such shares, the
Board of Directors believes that the market price will be increased. If
the market price increases to $1.00 or more per share and the Company
continues to meet other listing requirements, the Company may be able to
avoid delisting of the Common Stock on the NASDAQ Small Capitalization
Market. There can be no assurance that the market price of the Common
Stock will be so increased or that the Common Stock will be continued for
listing on the NASDAQ Small Capitalization Market.
Effect on Outstanding Options and Warrants of the Company
As of the Record Date, the Company had outstanding employee stock
options to purchase an aggregate 960,500 shares of Common Stock with
exercise prices per share that ranged from $0.50 to $3.50 warrants to
purchase 2,828,838 shares of Common Stock with exercise prices per share
that ranged from $0.50 to $3.57 and $300,000 aggregate principal amount of
12-1/2% Subordinated Convertible Debentures convertible into 37,500 shares
of Common Stock. Upon the effectiveness of the Reverse Split, these
options and warrants and the Indenture under which the debentures were
issued provide for a proportional downward adjustment to the number of
shares subject to outstanding options and warrants and a corresponding
upward adjustment in the per share exercise prices to reflect the Reverse
Split. Similarly, the terms in the Certificates of Designation for the
Class A Convertible Preferred Stock and of the Class B Convertible
Preferred Stock provide a proportional downward adjustment in both the
number of shares of Common Stock underlying such Preferred Stock and in the
conversion formula to be applied to any conversion thereof.
Effect on Legal Ability to Pay Dividends
The holders of shares of Common Stock are entitled to receive
distributions of cash or other property, if any, that may be declared from
time to time by the Board of Directors in its discretion from funds legally
available therefor, subject to the dividend priority of the holders of
preferred stock of the Company. Thus, although the Reverse Split will the
effect of increasing the Company's capital in excess of par value by
approximately $100,000, the Reverse Split and its impact on capital in
excess of par value will not affect potential distributions to the
Company's stockholders. The Company, however, has never paid cash
dividends on the Common Stock and has no plans to pay cash dividends in the
foreseeable future. Additionally, the current policy of the Board of
Directors is to retain all available earnings for use in the operation and
growth of the Company's business. Any future dividends will depend upon
the Company's earnings, capital requirements, financial condition and other
relevant factors.
Federal Income Tax Consequences
A summary of certain United States federal income tax consequences of
the Reverse Split as contemplated in the Reverse Split Amendment is set
forth below. The summary is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations, judicial authority and administrative
rulings and practice currently in effect, all of which are subject to
change, which change could be retroactive and thereby modify the tax
consequences discussed herein. The Company has neither received nor
requested any ruling from the Internal Revenue Service (the "Service") or
any opinion of counsel with respect to these matters. Accordingly, no
assurance can be given as to the interpretation that the Service or the
courts may make with respect to these matters. In addition, the United
States federal income tax consequences to any particular taxpayer may be
affected by matters not discussed below. For example, certain types of
holders of Common Stock (including financial institutions, dealers in
securities, insurance companies, personal holding companies, tax-exempt
organizations, individual retirement accounts and foreign taxpayers) may be
subject to special rules that are not addressed herein. This Proxy
Statement does not address any tax consequences other than the United
States federal income tax consequences that may affect a holder of Common
Stock as described herein.
Except as described below with respect to cash received in lieu of
fractional share interests, the receipt of New Shares in the Reverse Split
should not result in any taxable gain or loss to stockholders for federal
income tax purposes. If the stockholders approve the Reverse Split
Amendment, the tax basis of the New Shares received as a result of the
Reverse Split (including any fractional share interests to which a
stockholder is entitled) will be equal, in the aggregate, to the basis of
the shares exchanged for the New Shares. For tax purposes, the holding
period of the shares immediately prior to the Effective Date of the Reverse
Split will be included in the holding period of the New Shares received as
a result of the Reverse Split, including any fractional share interests to
which a stockholder is entitled. A stockholder who receives cash in lieu
of fractional New Shares, generally will recognize capital gain or loss in
an amount equal to the difference between the amount of cash received and
the adjusted basis of the fractional shares treated as surrendered for
cash.
EACH STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISORS WITH
RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO HIM OR
HER OF THE TRANSACTIONS CONTEMPLATED BY THE PROPOSED REVERSE SPLIT
AMENDMENT.
Exchange of Shares; No Fractional Shares
No fractional shares of Common Stock will be issued in connection
with the proposed Reverse Split. Assuming the approval of the Reverse
Split Amendment, a stockholder who would otherwise be entitled to receive a
fractional share of Common Stock will receive, in lieu thereof, cash for
the resulting fractional share interest in an amount equal to the product
of (a) the number of shares of the Common Stock held by such holder
immediately prior to the effectiveness of the Reverse Split which have not
been classified into a whole New Share, (b) multiplied by: (i) the average
of the closing bid and closing asked prices of the Common Stock as reported
on the NASDAQ Small Capitalization Market on the Effective Date, or (ii) if
the Common Stock is not listed on the NASDAQ Small Capitalization Market on
the Effective Date, the average of the bid and offer prices per share on
the last day prior to the Effective Date, on which such prices were
published by the National Quotation Bureau.
The Company will appoint American Stock Transfer & Trust Company (the
"Exchange Agent") as Exchange Agent to act for the holders of the Common
Stock in connection with the Reverse Split Amendment. The Company will
deposit with the Exchange Agent, as soon as practicable after the Effective
Date, cash in an amount equal to the value of the estimated aggregate
number of fractional shares that will result from the Reverse Split. Any
portion of the cash deposited with the Exchange Agent to pay fractional
share interests that is held by the Exchange Agent six months after the
Effective Date will be returned to the Company on demand. The funds
required to purchase the fractional shares are available and will be paid
from the Company's current cash reserves. The Company's stockholder list
indicates that a portion of the outstanding Common Stock is registered in
the names of clearing agencies and broker nominees. It is, therefore, not
possible to predict with certainty the number of fractional shares and the
total amount that the Company will be required to pay for fractional share
interests. However, it is not anticipated that the funds necessary to
effect the cancellation of fractional shares will be material.
As of the Record Date, approximately ___ persons were holders
of record of Common Stock. The Company does not anticipate that the
Reverse Split and the payment of cash in lieu of fractional shares will
result in a significant reduction in the number of holders of record of the
Common Stock. The Company does not presently intend to seek, either before
or after the Reverse Split, any change in the Company's status as a
reporting Company for federal securities law purposes
On or after the Effective Date, the Company will mail to each
stockholder a letter of transmittal. A stockholder will be able to receive
his New Shares and, if applicable, cash in lieu of a fractional New Share
only by transmittal to the Exchange Agent of such stockholder's stock
certificate(s) for shares of Common Stock that were issued prior to the
Effective Date, together with the properly executed and completed letter of
transmittal and such evidence of ownership of such shares as the Company
may require. Stockholders will not receive certificates for New Shares
unless and until the certificates representing their shares of Common Stock
that were issued prior to the Effective Date are surrendered. Stockholders
should not forward their certificates to the Exchange Agent until the
letter of transmittal is received and should surrender their certificates
only with such letter of transmittal. A payment in lieu of a fractional
New Share will be made to a stockholder promptly after receipt of a
properly completed letter of transmittal and stock certificate(s) for all
of his shares of Common Stock outstanding prior to the Effective Date.
There will be no service charges payable by the stockholders of the
Company in connection with the exchange of their certificates or in
connection with the payment of cash in lieu of the issuance of fractional
New Shares. These costs will be borne by the Company.
Vote Required
The Reverse Split Amendment requires the affirmative vote of the
holders of a majority of the outstanding shares of the Common Stock (voting
as one class), and of the Common Stock, the Class A Convertible Preferred
Stock and the Class B Convertible Preferred Stock (voting together as
another class).
Because the adoption of the Reverse Split Amendment requires a vote
based on the total number of outstanding shares, abstentions and broker non-
votes will be equivalent to votes against the reverse Split Amendment.
Accordingly, the Company urges each stockholder to vote and urges
stockholders whose shares are held in the name of their broker, bank or
other nominee to instruct such person to vote their shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF PROPOSAL 2
RELATING TO THE REVERSE SPLIT AMENDMENT EFFECTING A ONE-FOR-FOUR REVERSE
STOCK SPLIT.
PROPOSAL 3. PROPOSED AMENDMENT TO
THE CERTIFICATE OF INCORPORATION
TO AUTHORIZE AN INCREASE IN THE
AUTHORIZED SHARES OF CAPITAL STOCK
Introduction
The Board of Directors believes that it would be in the best
interests of the Company and its stockholders to adopt the Re-
Capitalization Amendment, which will amend the Certificate of Incorporation
to increase the number of authorized shares of capital stock of the Company
from 22,000,000 to 33,000,000 (or from 7,000,000 to 12,000,000 if Proposal
2 is approved and effected), comprised of 28,000,000 shares of Common Stock
(or 7,000,000 shares of Common Stock if Proposal 2 is approved and
effected), 1,000,000 shares of Convertible Preferred Stock, par value $1.25
per share, and 4,000,000 shares of Preferred Stock, par value $2.00 per
share. If the Re-Capitalization Amendment is adopted, the Board will have
authority, without further stockholder approval, to determine the exact
timing of and to effect the Re-Capitalization Amendment. Such increase in
the total number of authorized shares of capital stock consists of an
increase in the number of authorized shares of Preferred Stock from
1,000,000 to 4,000,000 shares, and an increase in the number of authorized
shares of Common Stock from 20,000,000 to 28,000,000 (or from 5,000,000 to
7,000,000 if Proposal 2 is approved and effected). On October 12, 1994,
the Board of Directors adopted resolutions, which it ratified at its June
13, 1995 meeting, approving the Re-Capitalization Amendment and directing
that it be submitted to stockholders for adoption.
As of the Record Date, there were authorized 22,000,000 shares of
capital stock of the Company, consisting of 20,000,000 of Common Stock,
1,000,000 shares of Convertible Preferred Stock and 1,000,000 shares of
Preferred Stock. Of the 1,000,000 shares of Preferred Stock authorized as
of the Record Date, 270,000 shares are designated as Class A Convertible
Preferred Stock and 730,000 shares are designated as Class B convertible
Preferred Stock.
The full text of the Re-Capitalization Amendment is set forth in
Exhibit B attached to this Proxy Statement, and the discussion of the Re-
Capitalization Amendment is qualified in its entirety with reference to
Exhibit B, which is incorporated herein by reference as if fully set forth
herein.
Pursuant to Section 242(c) of the Delaware General Corporation Law,
the Board of Directors reserves the right, notwithstanding stockholder
approval and without further action by the stockholders, to not proceed
with the Re-Capitalization Amendment Proposal, if, at any time prior to
filing the Re-Capitalization Amendment with the Secretary of State of the
State of Delaware, the Board of Directors, in its sole discretion,
determines that the Re-Capitalization Amendment Proposal is no longer in
the best interests of the Company and its stockholders.
Recommendation of the Board of Directors
The Board of Directors of the Company has unanimously approved the Re-
Capitalization Amendment as described herein, subject to the adoption
thereof by the stockholders of the Company, and recommends that
stockholders vote "FOR" the Re-Capitalization Amendment.
Purpose, Background and General Effect of the Re-Capitalization Amendment
The Re-Capitalization Amendment would increase the number of shares
of authorized Common Stock and authorized Preferred Stock available for
issuance from time to time for such purposes and consideration as the Board
of Directors may approve. No further vote of the stockholders of the
Company will be required, except that the vote of the holders of the Class
A Convertible Preferred Stock and the Class B Convertible Preferred Stock
will be required for any issuance of additional shares of Preferred Stock.
The principal purpose of the Re-Capitalization Amendment is to
provide the Board of Directors with greater flexibility in issuing shares
and acting upon proposed transactions, which could include, among others,
private placements or other financing transactions in which Common Stock or
Preferred Stock is issued to institutions or other private entities or to
the public, or acquisition transactions in which the consideration paid
includes common or preferred stock. The Company currently has no plans,
arrangements, agreements or understandings regarding the issuance of any
series of Preferred Stock or any shares of Common Stock; however, by
adopting the Re-Capitalization Amendment at this time, consummation of
issuances of any shares of Common Stock or Preferred Stock will be
streamlined.
The Board of Directors will have-broad discretion with respect to
designating and establishing the terms of each series of Preferred Stock
prior to its issuance, subject to the approval of the holders of the Class
A Convertible Preferred Stock and the Class B Convertible Preferred Stock.
Under Delaware law, the Board of Directors may issue series of Preferred
Stock with such designations, preferences and other rights as may be stated
in the resolution adopted by the Board of Directors providing for the
issuance of such stock subject to any special voting rights granted to any
outstanding series of Preferred Stock. Any series of Preferred Stock
authorized by the Board may rank prior to the Common Stock as to dividend
rights, liquidation preferences or both, may have full or limited voting
rights (including, subject to the rules of the National Association of
Securities Dealers, Inc. ("NASD"), multiple voting rights and voting rights
as a class), may provide that such class or series is redeemable or may be
entitled to the benefit of sinking fund for retirement and may be
convertible into shares of Common Stock or other securities, in each case
on such terms as the Board may designate without further action of the
Company's stockholders, unless such action were required by applicable law,
the terms of the Company's outstanding securities or the NASD's rules or
the rules of any other stock exchange or over-the-counter market on which
the Company's securities may then be listed. Depending upon the rights and
preferences designated for any particular series, issuances of Preferred
Stock could have the effect of diluting stockholders' equity, earnings per
share and voting rights attributable to the Common Stock.
The terms of the additional shares of Common Stock for which
authorization is sought will be identical to the terms of the shares of
Common Stock currently authorized and outstanding, and the Re-
Capitalization Amendment will not affect the terms, or the rights of the
holders, of such shares. The Common Stock has no cumulative voting,
conversion, pre-emptive or subscription rights and is not redeemable. Any
additional issuances of Common Stock could have the effect of diluting the
stockholders' equity and earnings per share of the Company and would dilute
the voting rights attributable to existing holders of the Common Stock.
It is possible that the issuance of any additional shares of Common
Stock or Preferred Stock might, under particular circumstances, discourage
attempts to take control of the Company. The Preferred Stock could, for
example, contain voting requirements that provide for extraordinary voting
rights or approval by the holders of the Preferred Stock of extraordinary
corporate transactions, or could be privately placed with purchasers who
might align themselves with management in opposing a hostile takeover bid.
Vote Required
Proposal 3 requires the affirmative vote of the holders of a majority
of the outstanding shares of the Common Stock, the Class A Convertible
Preferred, and the Class B Convertible Preferred, voting as three separate
classes and also, together as one class.
Because the adoption of the Re-Capitalization Amendment requires a
vote based on the total outstanding number of shares, abstentions and
broker non-votes will be equivalent to votes against the Re-Capitalization
Amendment. Accordingly, the Company urges each stockholder to vote and
urges stockholders whose shares are held in the name of their broker, bank,
or other nominee to instruct such person to vote their shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF PROPOSAL
3 RELATING TO THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK.
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF AUDITORS
Upon the recommendation of the Audit Committee, the Board has
appointed BDO Seidman as independent auditors of the Company's 1995
financial statements, and requests that the stockholders ratify such
appointment. The Board of Directors may review its selection if the
appointment is not ratified by the stockholders. BDO Seidman has served as
auditors of the Company since 1989.
The Company has been informed that neither BDO Seidman, nor any
member of the firm, has any relationship with the Company or its
subsidiaries, other than that arising from such firm's employment as
described above. A representative of BDO Seidman will be in attendance at
the Annual Meeting to respond to appropriate questions and will be afforded
the opportunity to make a statement at the meeting, if he desires to do so.
Vote Required
The ratification of the selection of BDO Seidman as independent
auditors of the Company's 1995 financial statements, Proposal 4, requires
the affirmative vote of the holders of a majority of the outstanding shares
represented at the Annual Meeting. An abstention will have the same effect
as a negative vote on Proposal 4, but because shares held by brokers will
not be considered entitled to vote on matters as to which the brokers
withhold authority, a broker non-vote will have no effect on the vote for
Proposal 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4 RATIFYING THE
APPOINTMENT OF BDO SEIDMAN AS INDEPENDENT AUDITORS OF THE COMPANY'S 1995
FINANCIAL STATEMENTS.
MISCELLANEOUS
The Board of Directors is not aware of any matters, other than as
stated in the Notice of the Annual Meeting of Stockholders, that will be
presented for action at the Annual Meeting or any adjournment or
postponement thereof. Should any other matters properly come before the
Annual Meeting or any adjournment or postponement thereof, the persons
named in the enclosed form of proxy intend to vote such proxy in accordance
with their judgment on such matters.
Stockholder proposals intended to be presented at the next Annual
Meeting of Stockholders must be received at the executive offices of the
Company, 219 South Street, New Providence, New Jersey 07974, Attention:
Secretary, on or before April 3, 1996, in order to be considered for
inclusion in the Company's Proxy Statement for such meeting.
By order of the Board of
Directors
/s/ Kenneth S. Wood
KENNETH S. WOOD
Vice President and Secretary
New Providence, New Jersey
August 1, 1995
EXHIBIT A
PROPOSAL 2
Proposed Amendment to Certificate of
Incorporation Relating Co.
One-for-Four Reverse Stock Split
Alternative A (if Proposal 3, the Re-Capitalization Amendment, is adopted
and effected):
Section 1 of Article FOURTH of the Certificate of Incorporation, as
amended, of Barringer Technologies Inc. is hereby amended to read in its
entirety as follows:
FOURTH: Section 1. Authorized Shares. The total number of
shares of stock which the Corporation shall have authority to issue
is 12,000,000 shares, consisting of 7,000,000 shares of Common Stock,
having a par value of $.01 per share ("Common Stock"), 1,000,000
shares of Convertible Preferred Stock, having a par value of $1.25
per share ("Convertible Preferred Stock"), and 4,000,000 shares of
Preferred Stock, having a par value of $2.00 per share ("Preferred
Stock").
Effective at 11:58 p.m. (the "Effective Time") on the date of
filing of a Certificate of Amendment with the Secretary of State of
the State of Delaware setting forth this Amendment (the "Effective
Date"), each four (4) shares of authorized Common Stock issued and
outstanding or held in the treasury of the Corporation immediately
prior to the Effective Time shall automatically be reclassified and
changed into one (1) validly issued, fully paid and nonassessable
share of Common Stock (a "New Share") . Each holder of record of
shares of Common Stock so reclassified and changed shall at the
Effective Time automatically become the record owner of the number of
New Shares as shall result from such reclassification and change.
Each such record holder shall be entitled to receive, upon the
surrender of the certificate or certificates representing the shares
of Common Stock so reclassified and changed at the office of the
transfer agent of the Corporation in such form and accompanied by
such documents, if any, as may be prescribed by the transfer agent of
the Corporation, a new certificate or certificates representing the
number of New Shares of which he or she is the record owner after
giving effect to the provisions of this Article FOURTH. The
Corporation shall not issue fractional New Shares. Stockholders
entitled to receive fractional New Shares shall receive, in lieu
thereof, cash in an amount equal to the product of (a) the number of
shares of the Common Stock held by such holder immediately prior to
the Effective Time which have not been classified into a whole New
Share, (b) multiplied by (i) the average of the closing bid and
closing asked prices of the Common Stock as reported on the NASDAQ
Small Capitalization Market on the Effective Date, or (ii) if the
Common Stock is not listed on the NASDAQ Small Capitalization Market
on the Effective Date, the average of the bid and offer prices on the
last day prior to the Effective Date on which such prices were
published by the National Quotation Bureau.
Alternative B (if Proposal 3, the Re-Capitalization Amendment, is not
adopted
or not effected):
Section 1 of Article FOURTH of the Certificate of Incorporation, as
amended, of Barringer Technologies Inc. is hereby amended to read in its
entirety as follows:
FOURTH: Section 1. Authorized Shares. The total number of
shares of stock which the Corporation shall have authority to issue
is 7,000,000 shares, consisting of 5,000,000 shares of Common Stock,
having a par value of $.01 per share ("Common Stock"), 1,000,000
shares of Convertible Preferred Stock, having a par value of $1.25
per share ("Convertible Preferred Stock"), and 1,000,000 shares of
Preferred Stock, having a par value of $2.00 per share ("Preferred
Stock").
Effective at 11:58 p.m. (the "Effective Time") on the date of
filing of a Certificate of Amendment with the Secretary of State of
the State of Delaware setting forth this Amendment (the "Effective
Date"), each four (4) shares of authorized Common Stock issued and
outstanding or held in the treasury of the Corporation immediately
prior to the Effective Time shall automatically be reclassified and
changed into one (1) validly issued, fully paid and nonassessable
share of Common Stock (a "New Share") . Each holder of record of
shares of Common Stock so reclassified and changed shall at the
Effective Time automatically become the record owner of the number of
New Shares as shall result from such reclassification and change.
Each such record holder shall be entitled to receive, upon the
surrender of the certificate or certificates representing the shares
of Common Stock so reclassified and changed at the office of the
transfer agent of the Corporation in such form and accompanied by
such documents, if any, as may be prescribed by the transfer agent of
the Corporation, a new certificate or certificates representing the
number of New Shares of which he or she is the record owner after
giving effect to the provisions of this Article FOURTH. The
Corporation shall not issue fractional New Shares. Stockholders
entitled to receive fractional New Shares shall receive, in lieu
thereof, cash in an amount equal to the product of (a) the number of
shares of the Common Stock held by such holder immediately prior to
the Effective Time which have not been classified into a whole New
Share, (b) multiplied by (i) the average of the closing bid and
closing asked prices of the Common Stock as reported on the NASDAQ
Small Capitalization Market on the Effective Date, or (ii) if the
Common Stock is not listed on the NASDAQ Small Capitalization Market
on the Effective Date, the average of the bid and offer prices on the
last day prior to the Effective Date on which such prices were
published by the National Quotation Bureau.
EXHIBIT B
PROPOSAL 3
Proposed Amendment to Certificate of
Incorporation to Authorize an Increase
in Authorized Capital Stock
Alternative A (if Proposal 2, the Reverse Split Amendment, is adopted and
effected)
The first paragraph of Section 1 of Article FOURTH of the Certificate of
Incorporation is hereby amended to read in its entirety as follows:
Section 1. Authorized Shares. The total number of shares of
stock which the Corporation shall have authority to issue is
12,000,000 shares, consisting of 7,000,000 shares of Common Stock,
having a par value of $.01 per share ("Common Stock"), 1,000,000
shares of Convertible Preferred Stock, having a par value of $1.25
per share ("Convertible Preferred Stock") and 4,000,000 shares of
Preferred Stock, having a par value of $2.00 per share ("Preferred
Stock").
Alternative B (if Proposal 2, the Reverse Split Amendment, is not adopted
or the Reverse Split is not effected)
Section 1 of Article FOURTH of the Certificate of Incorporation, as
amended, is hereby amended to read in its entirety as follows:
Section 1. Authorized Shares. The total number of shares of
stock the Corporation shall have authority to issue is 33,000,000
shares, consisting of 28,000,000 shares of Common Stock, having a par
value of $.01 per share ("Common Stock"), 1,000,000 shares of
Convertible Preferred Stock, having a par value of $1.25 per share
("Convertible Preferred Stock") and 4,000,000 shares of Preferred
Stock, having a par value of $2.00 per share ("Preferred Stock").
BARRINGER TECHNOLOGIES INC.
Proxy Solicited on Behalf of the Board of Directors of
Barringer Technologies Inc. for Annual Meeting of
Stockholders, August 30, 1995
The undersigned stockholder of Barringer Technologies
Inc. hereby appoints Messrs. Richard S. Rosenfeld and Kenneth S.
Wood, or either of them with full power of substitution, as proxies
to represent and vote all of the undersigned's shares of capital
stock of Barringer Technologies Inc. entitled to vote at the Annual
Meeting of Stockholders to be held on Wednesday, August 30, 1995, at
10:00 a.m., local time, at the Best Western/Murray Hill Inn, 535
Central Avenue, New Providence, New Jersey 07974, and at any
adjournments or postponements thereof, on all matters coming-before
said meeting.
You are encouraged to specify your choices by marking the
appropriate boxes (SEE REVERSE SIDE) but you need not mark any boxes
if you wish to vote in accordance with the Board of Directors'
recommendations. This proxy cannot be voted unless you sign and
return this card.
This proxy, when properly executed, will be voted in the
manner directed herein. If no direction is made, this proxy will be
voted FOR Proposals 1, 2, 3 and 4. This proxy will be voted in the
discretion of the proxies on such other matters as may properly come
before the Annual Meeting and any adjournments on postponements
thereof.
SEE REVERSE SIDE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 and 4.
FOR ALL WITHHELD
1. Election of Directors [ ] [ ]
Nominees: Stanley S. Binder,
John H. Davies, John J. Harte,
Richard D. Condon, John D.
Abernathy and James C. McGrath
FOR, except vote withheld from the following nominee(s):
_______________________________
FOR AGAINST ABSTAIN
2. To amend the Certificate of [ ] [ ] [ ]
Incorporation to effect a one-for-
four reverse stock split of
number of authorized shares of
capital stock of the Company.
FOR AGAINST ABSTAIN
4. Ratification of appointment of [ ] [ ] [ ]
BDO Seidman as independent
auditors of the Company's 1995
financial statements.
Mark here for change of address and note
[at left] [on Reverse Side]
Signature(s):_____________________ Date___________________
Note: Please sign exactly as name appears hereon. Joint owners
should each sign. when signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
The signer hereby revokes all proxies heretofore given by the signer
to vote at said meeting or any adjournments thereof.
PLEASE MARK, SIGN AND DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
</TABLE>
