Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BARRINGER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0720473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
219 South Street
New Providence, New Jersey 07974
(908) 665-8200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Stanley S. Binder Copy to:
Barringer Technologies Inc. Allen B. Levithan, Esq.
219 South Street Lowenstein, Sandler, Kohl,
New Providence, New Jersey 07974 Fisher & Boylan, P.A.
(908) 665-8200 65 Livingston Avenue
Roseland, New Jersey 07068
(Name, address, including zip code, and (201) 992-8700
telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement and
thereafter as determined by the Selling Securityholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Unit(1) Aggregate Offering Price Registration Fee
(1)(2)
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Common Stock
($.01 par value) $8.25 $9,929,940.00 $3,425.00
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon a price of $8.25 per share, which was
the average of the high and low sale prices as reported on The NASDAQ
SmallCap Market on September 5, 1996.
(2) Pursuant to Rule 416, there also are being registered an indeterminate
number of shares of the registrant's common stock, par value $.01 per
share, which may become issuable pursuant to the antidilution provisions of
the underlying convertible securities.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
LEGEND
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHELL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, Dated September 9, 1996
PROSPECTUS
1,203,629 Shares
BARRINGER TECHNOLOGIES INC.
Common Stock (par value $.01)
This Prospectus relates to 1,203,629 shares of common stock, par value
$.01 per share ("Common Stock"), of Barringer Technologies Inc. (the "Company")
to be offered and sold from time to time for the accounts of the Selling
Securityholders set forth herein (the "Selling Securityholders").
All of the 1,203,629 shares of the Common Stock being offered hereby
are being registered at the Company's expense pursuant to contractual
obligations of the Company incurred in connection with private placements under
the Securities Act of 1933, as amended (the "Securities Act").
Such private placements include the sale by the Company of units (the
"Units") each consisting of 2,500 shares of Common Stock and a warrant to
purchase 2,500 shares of Common Stock, various warrants to purchase Common Stock
(collectively with the warrants issued as part of the Units, the "Warrants"),
and subordinated convertible debentures, convertible into shares of Common
Stock, due July 9, 1997 (the "Debentures").
The Company will not receive any of the proceeds from the sale of the
Common Stock by the Selling Securityholders. The net proceeds from the sale of
the Common Stock will be paid directly to the Selling Securityholders. The
Company will receive up to approximately $1,120,000 from the exercise price with
respect to the exercise of the Warrants. The Company estimates that its expenses
in connection with the offering of the Common Stock (the "Offering") will be
approximately $35,000.
The Selling Securityholders may from time to time offer and sell the
Common Stock being offered hereby in the over-the-counter market, in negotiated
transactions, or otherwise, at prices then prevailing or related to the
then-current market price or at negotiated prices. The Common Stock offered
hereby may be sold directly by the Selling Securityholder or through agents or
broker-dealers acting as principal or agent, or in block trades or by one or
more underwriters. See "Plan Of Distribution."
On September 5, 1996, the last sale price of the Common Stock in the
over-the-counter market as reported on The NASDAQ SmallCap Market (symbol BARR)
was $8.38 per share.
-----------------------------------
See "Risk Factors" on page 4 for certain factors which should be
considered by prospective purchasers of the shares of Common Stock offered
hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is September 9, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at
the Commission's Regional Offices at 500 West Madison, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at its principal office at Room 1024, 450 Fifth Street, NW,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding issuers, such as the Company, that file electronically with the
Commission and the address of such Web site is http://www.sec.gov. The Common
Stock is currently included in The NASDAQ SmallCap Market, under the symbol
BARR, and reports, proxy statements and other information regarding the Company
can be inspected at the offices of the National Association of Securities
Dealers, Inc. at 33 Whitehall Street, 10th Floor, New York, New York 10004.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments thereto, the "Registration Statement")
under the Securities Act with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and exhibits thereto, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby
reference is made to the Registration Statement and related exhibits and to
documents filed with the Commission. Any statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference. Copies of the Registration Statement and the exhibits thereto
are on file at the offices of the Commission and may be obtained, upon payment
of the fee prescribed by the Commission, or may be examined without charge at
the public reference facilities of the Commission described above.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act, are hereby incorporated by
reference in this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31 and June 30, 1996; and
(iii) The description of the Common Stock set forth in the Company's
Registration Statement filed on Form 8-A and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
completion of the Offering being made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any or
all of the documents referred to above under "Documents Incorporated by
Reference" (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Barringer Technologies Inc., 219 South Street, New
Providence, New Jersey 07974, Attention: Secretary (telephone no. (908)
665-8200).
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements include, but are not limited to, the Company's opportunities to
increase sales through, among other things, the development of new applications
and markets for its IONSCAN(R) products, the probability of the Company's
success in the sales of its IONSCAN(R) products in current markets, exposure to
fluctuations in foreign currencies, regulations and directives changing security
requirements and periodic liquidity and capital requirements.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which can not be predicted with accuracy and some of
which might not even by anticipated. Future events and actual results, financial
and otherwise, could differ materially from those set forth in or contemplated
by the forward-looking statements herein. Important factors that could
contribute to such differences are set forth below under "Risk Factors,"
including, but not limited to, "Dependence on Private Sales of Securities,"
"Dependence on IONSCAN(R) and Market Acceptance," "Dependence on New Product
Development; Technological Advancement," "Noncompliance Under Credit Facility,"
"Competition," "Governmental Regulation and Law Enforcement Requirements," and
"Currency Fluctuations."
<PAGE>
RISK FACTORS
Prospective purchasers should carefully consider the following risk
factors, in addition to the other information contained in this Prospectus,
before purchasing the shares of Common Stock offered hereby:
Lack of Profitable Operations and Cash Constraints
The Company has sustained significant operating losses resulting in an
accumulated deficit of $16,003,000 at June 30, 1996. During the years ended
December 31, 1994 and December 31, 1995, the Company used cash in its operations
of $72,000 and $711,000, respectively, and sustained a net loss of $2,565,000
and $827,000, respectively. Although the Company generated net income of
$564,000 for the first six months of 1996, the Company did not generate cash
flow from operations. As a result, the Company has experienced periodic severe
cash shortages due to increased cash requirements needed to fund increased
sales. There can be no assurance that the Company will sustain the profitability
attained in the first six months of 1996. In order to fund its cash flow
requirements, the Company has been dependent on the receipt of proceeds from
private sales of its securities and the exercise of outstanding options and
warrants. See "--Dependence on Private Sales of Securities."
Dependence on Private Sales of Securities
As a result of the Company's history of losses, the Company has not
historically generated sufficient cash flow from operations to meet all of the
Company's working capital requirements. Accordingly, in order to fund its cash
flow requirements, the Company has been dependent on private sales of its
securities and the receipt of proceeds from the exercise of outstanding options
and warrants.
To the extent that it is unable to meet its working capital requirements by
generating sufficient cash flow from operations, the Company intends to continue
its practice of funding a portion of its working capital requirements through
sales of its securities. The sale by the Company of Common Stock, securities
convertible into or exchangeable for Common Stock or warrants exercisable for
Common Stock, and the exercise of the rights of holders and such convertible
securities and warrants, could result in substantial dilution of the investments
of holders of the Common Stock offered hereby. In addition, additional sales of
the Common Stock could trigger a "change in ownership" as defined in Section 382
of the Internal Revenue Code of 1986, as amended (the "Code"). See
"--Limitations on the Utilization of Net Operating Losses." If triggered, a
"change in ownership" could further restrict the Company's ability to utilize
its tax loss carryforwards. See "-- Limitations on the Utilization of Net
Operating Losses." There also can be no assurance that investors will continue
to fund the Company's cash flow requirements. In the event that the Company is
not able to sell securities for proceeds sufficient to meet its cash flow needs,
the Company would be required to significantly curtail its operations.
Holding Company Structure; Dependence Upon Subsidiaries
The Company is a legal entity, separate and distinct from its subsidiaries
and does not conduct any significant operations other than the ownership of the
stock of such subsidiaries. Accordingly, the Company is substantially dependent
upon cash dividends and other fees paid to it by its subsidiaries. The ability
of Barringer Research Limited, a subsidiary of the Company ("BRL"), to provide
cash to the Company is restricted by the terms of a credit facility (the
"Facility") with the Toronto-Dominion Bank (the "Bank"). In addition, because
the Company is a holding company and a legal entity separate and distinct from
its subsidiaries, the rights of the Company to participate in any distribution
of assets of any subsidiary upon its liquidation of assets or reorganization or
otherwise (and thus the ability of holders of the Common Stock offered hereby to
benefit indirectly from such distribution) would be subject to the prior claims
of creditors of that subsidiary except to the extent that the Company itself may
be the creditor with recognized claims. Claims on the Company's subsidiaries
include the Facility and substantial claims of trade creditors.
Dependence on IONSCAN(R) and Market Acceptance
Substantially all of the Company's revenues are derived from the sale of
its IONSCAN(R)s, and the Company's future profitability is substantially
dependent on the Company's ability to successfully market the IONSCAN(R). While
the Company believes that currently there are significant markets for its
IONSCAN(R) product line, there can be no assurance that such markets exist or
will continue to develop. In addition, although the Company believes that there
are substantial potential new markets for the IONSCAN(R), there can be no
assurance that such markets will develop or that the Company will be able to
capitalize on any such markets that do develop.
Dependence on New Product Development; Technological Advancement
The Company's success will be dependent upon its ability to continue to
enhance the IONSCAN(R) and to develop and introduce in a timely manner new
IONSCAN(R) products which incorporate technological advances, keep pace with
evolving industry standards and respond to customer requirements. There can be
no assurance that the Company will be successful in developing and marketing
enhancements to its existing IONSCAN(R) or new IONSCAN(R) products on a timely
basis or that any new or enhanced IONSCAN(R) product will adequately address the
changing needs or preferences of the marketplace. If the Company is unable to
develop or introduce new products or enhancements in a timely manner in response
to changing market conditions or customer requirements, the Company's business,
results of operations and financial condition would be materially adversely
affected. From time to time, the Company or its competitors may announce new
products, capabilities or technologies that have the potential to replace or
shorten the lifecycles of the Company's existing products. There can be no
assurance that announcements of currently planned or other new products will not
cause customers to delay their purchasing decisions in anticipation of such
products. Such delays could have an adverse effect on the Company's business,
results of operations and financial condition.
Government Procurement Policies
Primarily all of the Company's customers are governmental agencies and law
enforcement entities that are subject to budgetary processes and expenditure
constraints. Any changes in budgetary allocations reducing the amount available
for security efforts or drug interdiction efforts could have a material adverse
affect on the Company's business, results of operations and financial condition.
Further, the Company is unable to predict with certainty the timing of receipt
of orders for its products from governmental agencies and law enforcement
entities as they are dependent upon budgetary allocations for drug interdiction
and security efforts.
Quarterly Variations
Although the Company's sales are not seasonal in nature, certain of the
Company's governmental customers will expend unused budgeted funds at the end of
their fiscal years, thereby causing the Company's sales to be higher during such
periods. In addition, the recognition of revenues from the sale of relatively
few IONSCAN(R)s may substantially impact the Company's profitability during any
period. The Company recognizes substantially all of the revenue and related
expense for a sale upon shipment. Accordingly, a change in delivery dates from
one quarter to another could significantly affect the Company's quarterly
results.
Noncompliance Under Credit Facility
The Company's subsidiary, BRL is a party to the Facility. During 1995, the
amounts outstanding under the Facility exceeded the amount available thereunder
and BRL was in violation of certain other covenants contained therein. As a
result, on September 28, 1995, the Company entered into an agreement (the
"Agreement") with the Bank pursuant to which the Bank agreed that BRL had until
September 30, 1995 to come into compliance with the permitted borrowing amount
and those covenants. In exchange, the Company agreed to dispose of its interest
in Barringer Laboratories, Inc. ("Labco") and to contribute a portion of the
proceeds from such sale to BRL. Further, the Company provided the Bank with
additional collateral to secure the Bank's advances to BRL. At September 30,
1995, BRL was in compliance with the permitted borrowing amount and the terms of
the Agreement and the Facility. However, at December 31, 1995 BRL was not in
compliance with the minimum working capital requirement contained in the
Facility, and at June 30, 1996, and at certain times prior thereto, BRL's
borrowings under the Facility exceeded the amount available thereunder. The
Bank, without waiving any other remedies available to it, has charged BRL an
interest rate of 21% on the excess of such allowable borrowings in accordance
with the default rate in the Agreement. At July 31, 1996, BRL, was in compliance
with the terms of the Agreement and the Facility. However, there can be no
assurances that BRL will continue in compliance with the terms of the Agreement
and the Facility in the future. Management believes that if BRL fails to comply
with the terms of the Agreement and the Facility, the Bank will continue to
provide funding in accordance with past practices, however, the Company cannot
predict what actions, if any, the Bank may take or as to the timing thereof. In
the event that the Bank ceased to provide funding to BRL, or demanded repayment
of the Facility, the Company's business, results of operations and financial
condition could be materially and adversely affected thereby.
Lack of Proprietary Technology
The Company believes that its implementation of ion mobility spectrometry
("IMS") technology in the IONSCAN(R) is proprietary to the Company. However, the
basic IMS technology is not proprietary and is available in the public domain.
Accordingly, the Company's competitors could use such technology to attempt to
duplicate the performance of the IONSCAN(R). However, the Company believes that
its competitors could not readily replicate the IONSCAN(R)'s performance and
that any attempt to do so would require substantial time and resources.
Limitations on the Utilization of Net Operating Losses
The Company underwent a "change in ownership" as defined in Section 382 of
the Code in 1989. As a result, the Company's use of its tax loss carryforwards
incurred through December 31, 1989 will be limited to approximately $800,000 per
year. At June 30, 1996, the Company had net operating loss carryforwards of
approximately $13,500,000, most of which arose subsequent to December 31, 1989,
and which will expire on December 31, 2012. The issuance of the Common Stock
being offered hereby may, in connection with additional sales of shares of the
Common Stock, trigger another "change in ownership" under Code Section 382 with
respect to the Company, in which event, the Company may be further restricted in
its ability to use its net loss carryforwards.
Nonpayment of Cash Dividends
Since its inception the Company has not paid cash dividends on the Common
Stock, and it is unlikely that the Company will pay cash dividends on its Common
Stock in the foreseeable future. Dividends are required to be paid on the
Company's 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"), at the annual
rate of $.16 per share, in cash or in shares of Common Stock, at the option of
the Company, valued for such purposes at the average closing price (as reported
on The NASDAQ SmallCap Market) of the Common Stock over the twenty (20) trading
days immediately prior to the record date set for each dividend payment date.
Competition
The Company competes with a number of other entities in the particle
detection industry, most of which have significantly greater financial,
marketing and other resources than the Company. The Company competes for
governmental expenditures, particularly in the explosives market, with the
makers of other types of detection equipment, including imaging and vapor
detection equipment. While the Company believes that it competes effectively
with its competitors, there can be no assurance that the Company will maintain
its competitive position in its principal markets.
Potential Product Liability, Insurance Limits
The Company currently maintains product liability insurance in the amount
of $5 million per occurrence. The Company's insurance policy covers certain
claims and the cost of legal fees involved in the defense of such claims, which
are either covered under the policy or alleged in such a manner so as to invoke
the insurer's duty to defend the Company. No significant product liability
claims have been asserted or, to the knowledge of the Company's management,
threatened against the Company to date. The Company believes that, as the
Company distributes more products into the marketplace and expands its product
lines, the Company's exposure to potential product liability claims and
litigation arising from injuries allegedly caused by the improper functioning or
design of the IONSCAN(R) will occur and may increase. There can be no assurance
that the Company's current level of insurance will be sufficient to protect the
business and assets of the Company from all claims, nor can any assurances be
given that the Company will be able to maintain the existing coverage or
additional coverage at commercially reasonable rates. To the extent product
liability losses are beyond the limits or scope of the Company's insurance
coverage, the Company could experience a materially adverse effect on its
business, results of operations and financial condition.
Governmental Regulation and Law Enforcement Requirements
The growth of the Company's business is substantially dependent upon the
adoption of regulations or requirements mandating the use of explosive detection
systems both in the United States and abroad. While the Company believes that
such regulations or requirements will be adopted as a result of the report of
the Aviation Safety and Security Commission (the "Gore Commission") and other
governmental examinations now taking place around the world, no assurance can be
given that regulations or requirements mandating the use of explosive detection
systems will ultimately be adopted or as to the timing thereof. Likewise, there
can be no assurance that any such regulations or requirements will specify the
use of trace particle detection equipment or that the IONSCAN(R) will meet any
certification or other requirements that may be adopted in connection therewith.
From time to time, local, state and federal governmental regulatory
agencies and law enforcement agencies have enacted regulations or requirements
relating to the performance and operation of equipment used in security-related
situations. Court decisions relating to the admissibility of test results also
may have a significant effect on the industry. Although the Company believes
that its products function at a state-of-the-art level and are in compliance
with current regulations and regulations, as well as promulgation of new laws
and regulations applicable to the activities of the Company, may have a material
adverse effect on the Company's business, results of operations and financial
condition.
Dependence Upon Key Personnel
The Company's success will depend, in part, on its ability to retain the
services of its key personnel, including management and scientific employees,
who are and will continue to be instrumental in the development and management
of the Company's business. Although the Company has entered into employment
agreements with certain of its senior executives, the loss of the services of
one or more of the Company's key employees could have a material adverse effect
on the Company.
Warranty Claims
The Company generally provides a one year warranty on each IONSCAN(R).
Although the Company has not experienced a significant amount of warranty
claims, there can be no assurance that such claims will not increase as the
Company's sales increase. A material increase in warranty claims could have an
adverse effect on the Company's business, results of operations and financial
condition.
Currency Fluctuations
A portion of the Company's revenues and expenses are denominated in foreign
currencies. As a result, the Company is exposed to a certain degree of exchange
rate risk. The Company currently does not hedge its foreign exchange exposure.
To date, the Company has not experienced any material loss as a result of
currency fluctuations. However, there can be no assurance that the Company will
not experience material losses as a result of currency fluctuations in the
future. In addition, fifty percent of the production costs of the IONSCAN(R)
products manufactured at the Company's Toronto facility are incurred in Canadian
dollars. As a result, fluctuations in the Canadian dollar vis-a-vis the U.S.
dollar may have an adverse effect on the Company's business, results of
operations and financial condition.
Dilution
As of August 26, 1996, the Company had outstanding options, warrants and
convertible securities which were exercisable or convertible for an aggregate of
1,409,244 shares of Common Stock. Any exercise or conversion of such securities
will, in all likelihood, take place at a time when the market price of the
Common Stock is higher than the exercise or conversion prices thereof. As a
result, investors in the Common Stock offered hereby may incur substantial
dilution of their investments.
Anti-Takeover Provisions
The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), contains provisions which require the favorable vote by the
holders of not less than 80% of the outstanding shares of Common Stock for the
approval of any merger, consolidation or other combination with, or sale, lease
or exchange of all or substantially all of the assets of the Company to, another
entity holding more than 10% of the Company's outstanding equity securities or
any affiliate of such entity. These provisions could discourage potential
acquisition proposals, delay or prevent a change in control of the Company and
limit the price that certain investors might be willing to pay in the future for
shares of the Company's Common Stock.
The board of directors of the Company is empowered to issue shares of
preferred stock without shareholder action. The existence of this "blank check"
preferred stock could render more difficult or discourage an attempt to obtain
control of the Company by means of a tender offer, merger, proxy contest or
otherwise and may adversely affect the prevailing market price of the Common
Stock. The Company currently has no plans to issue additional shares of
preferred stock. In addition, Section 203 of the Delaware General Corporation
Law prohibits certain persons from engaging in business combinations with the
Company.
THE COMPANY
The Company is principally engaged in the design, development, manufacture
and sale of analytical instruments used for the high sensitivity detection of
trace amounts of chemical compounds, such as explosive materials, including
plastic explosives, and illegal narcotics. The Company's IONSCAN(R) instrument
("IONSCAN(R)") utilizes ion mobility spectrometry ("IMS") technology to detect
and analyze minute amounts (as small as one-billionth of a gram) of chemical
substances in approximately six seconds. The IONSCAN(R) measures the velocity of
ions and uses Company-developed algorithms to determine the chemical composition
of a sample. Because the IONSCAN(R) can provide more precise analysis of
chemical compounds, it can be used in lieu of or in conjunction with imaging
detection technologies, such as X-ray, computer aided tomography ("CATSCAN") and
nuclear magnetic resonance.
The Company's customers to date, consist primarily of governmental,
security and law enforcement agencies throughout the world, including the
Federal Bureau of Investigation, the Drug Enforcement Agency, the U.S. Coast
Guard, the United States, French and Canadian Customs Services and various
airports throughout the world. As of June 30, 1996, over 300 IONSCAN(R)s were
sold, and the Company believes that it is the world's leading supplier, in terms
of units sold, of trace particle detection instruments.
IONSCAN(R)s generally have been sold primarily for use in drug interdiction
efforts throughout the world and for explosive detection applications outside
the United States, including foreign airports, train stations and at the
Eurotunnel. The Company believes, however, that its IONSCAN(R) technology can be
used in other areas, such as security screening of individuals and process
control and quality assurance in certain industrial applications. In addition,
when coupled with certain other existing technologies, such as gas
chromatography, the IONSCAN(R) can be adapted to other uses, including
environmental and biological chemical testing applications.
In the wake of increased terrorist activity within the United States,
domestic public safety concerns have been heightened. As a result, governmental
agencies in the United States, including the General Services Administration and
the Federal Aviation Administration, have accelerated evaluation of enhanced
methods to combat terrorism and to increase security measures currently used in
United States airports, other transportation centers and in public buildings.
The Company believes that the markets for the IONSCAN(R) will increase
substantially as a result of this heightened awareness, although no assurances
can be given in that regard.
In addition to the IONSCAN(R), the Company also manufactures specialty
instruments and engages in contract research and development activities for
industrial companies and various governmental agencies. For the year ended
December 31, 1995, approximately 74% of the Company's consolidated revenues were
derived from the sale and servicing of IONSCAN(R)s.
The Company was incorporated under the laws of the State of Delaware on
September 7, 1967. The Company's principal executive offices are located at 219
South Street, New Providence, New Jersey 07974, and its telephone number is
(908) 665-8200.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. All net proceeds from the sale of the Common Stock
will be paid directly to the Selling Securityholders. The Company will receive
varying exercise prices in connection with the exercise of the Warrants. The
Company intends to use the net proceeds, if any, from the exercise of any of the
Warrants to provide additional funding for product development, including the
further development, marketing and production of its IONSCAN(R), for working
capital and for other general corporate purposes. The Company would receive
approximately $1,120,000 in the aggregate if all of the Warrants were exercised
at their current exercise prices, without adjustment.
SELLING SECURITYHOLDERS
The 1,203,629 shares of Common Stock registered hereby will be offered from
time to time by the Selling Securityholders who are Stanley S. Binder, John H.
Davies, Richard S. Rosenfeld, Kenneth S. Wood, Helene Hollub, Adam Street Joint
Venture, Richard D. Condon, John J. Harte, John D. Abernathy, James C. McGrath,
David Martinak, Ludo Daubner, Herbert Gardner, William Barrett, Pyramid
Partners, L.P., Special Situations Fund III, L.P., Special Situations Cayman
Fund, L.P., Barringer Laboratories, Inc., the Ontario Development Corporation,
Laidlaw Holdings, Coleman Abbe, Richard Abbe, Jeffrey Berman, Ray Godfrey,
Lawrence Silverstein, G. VonMeyer Hohenberg and Anthony R. Barringer, Jr.
The Company has a 26% interest in Barringer Laboratories, Inc. ("Labco"), a
publicly traded company that provides comprehensive laboratory-based analytical
and consulting services in the United States and Mexico, including environmental
monitoring and geochemical analysis for the hydrocarbon and mineral exploration
industries. Prior to December 1995, the Company owned a controlling interest in
Labco. In December 1995, the Company sold back to Labco 647,238 shares of
Labco's common stock, and gave Labco a right of first refusal regarding the
remaining shares of Labco's common stock owned by the Company. Messrs.
Abernathy, Condon and McGrath are directors of the Company. Mr. Harte serves the
Company as a Director and the Vice President, Special Projects and serves Labco
as a Director and the Chairman of the Board of Labco. Mr. Harte also is the
General Partner of Adam Street Joint Venture. Mr. Davies is a Director and the
Executive Vice President of the Company, and the President and Chief Executive
Officer of BRL. Mr. Binder serves the Company as Chairman of the Board, a
Director and the Chief Executive Officer. Mr. Binder also is an independent
general partner of Special Situations Fund III, L.P. Mr. Rosenfeld is the
Company's Vice President-Finance and Chief Financial Officer, and during the
past three years he has served the Company as the Treasurer and Assistant
Secretary. Other than as noted above, there are no material relationships
between any of the Selling Securityholders and the Company or any of its
predecessors or affiliates, nor have such material relationships existed within
the past three years.
<PAGE>
The following table sets forth certain information with respect to the
Selling Securityholders.
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE I - Common Stock
Ownership as of August 26, 1996
<S> <C> <C> <C>
Common Stock
Common Stock Maximum Beneficial Ownership
Selling Beneficial Ownership Amount to After Offering if
Securityholder Prior to Offering(1)(2) be Sold(2) Maximum is Sold(1)(2)
- -------------------------- ------------------------ ----------- -----------------------
Amount Percent Amount Percent
---------- -------- ------------ ---------
Stanley S. Binder 178,636(3) 4.9% 28,636 150,000(24) 4.1%
John H. Davies 140,733(4) 3.9 30,454 110,279(25) 3.1
Richard S. Rosenfeld 70,286(5) 2.0 13,636 56,650(26) 1.6
Kenneth S. Wood 88,636(6) 2.5 3,636 85,000(27) 2.4
Helene Hollub 15,000(7) * 15,000 -- *
Adam Street Joint Venture 15,000(7) * 15,000 -- *
Richard D. Condon 36,250(8) 1.0 13,750 22,500(28) *
John J. Harte 69,190(9) 1.9 34,090 35,100(28) 1.0
John D. Abernathy 38,204(10) 1.1 14,204 24,000(28) *
James C. McGrath 36,250(8) 1.0 13,750 22,500(28) *
David Martinak 1,090(11) * 1,090 -- *
Ludo Daubner 4,363(12) * 4,363 -- *
Herbert Gardner 18,180(13) * 18,180 -- *
William Barrett 54,545(14) 1.5 54,545 -- *
Pyramid Partners, L.P. 90,909(15) 2.5 90,909 -- *
Special Situations Fund III, L.P.558,561(16) 14.6 558,561 -- *
Special Situations Cayman
Fund, L.P. 267,575(17) 7.2 267,575 -- *
Barringer Laboratories Inc. 6,250(18) * 6,250 -- *
Ontario Development Corp. 6,250(18) * 6,250 -- *
Laidlaw Holdings 2,500(19) * 2,500 -- *
Coleman Abbe 3,750(20) * 3,750 -- *
Richard Abbe 625(21) * 625 -- *
Jeffrey Berman 625(21) * 625 -- *
Ray Godfrey 2,250(22) * 2,250 -- *
Lawrence Silverstein 500(23) * 500 -- *
G. VonMeyer Hohenberg 2,250(22) * 2,250 -- *
Anthony R. Barringer, Jr. 1,250 * 1,250 -- *
</TABLE>
- ----------------------
*Less than 1%.
(1) Assumes the full exercise or conversion of all outstanding convertible
securities, warrants, rights or options for such person or entity.
(2) Certain amounts shown are subject to adjustment in certain circumstances.
(3) Includes 100,000 shares of Common Stock issuable upon exercise of
options, 12,500 shares of Common Stock issuable upon exercise of Warrants
and 3,636 shares of Common Stock issuable upon conversion of the
Debentures.
(4) Includes 69,500 shares of Common Stock issuable upon exercise of options,
12,500 shares of Common Stock issuable upon exercise of Warrants and
5,454 shares of Common Stock issuable upon conversion of Debentures.
(5) Includes 56,250 shares of Common Stock issuable upon exercise of options,
5,000 shares of Common Stock issuable upon exercise of Warrants and 3,636
shares of Common Stock beneficially owned by Richard Rosenfeld as
custodian for Jason Rosenfeld under the Uniform Gifts to Minors Act, and
issuable upon conversion of Debentures.
(6) Includes 75,000 shares of Common Stock issuable upon exercise of options
and 3,636 shares of Common Stock issuable upon conversion of Debentures.
(7) Includes 7,500 shares of Common Stock issuable upon exercise of Warrants.
(8) Includes 22,500 shares of Common Stock issuable upon exercise of options
and 8,750 shares issuable upon exercise of Warrants.
(9) Includes 22,500 shares of Common Stock issuable upon exercise of options,
12,500 shares of Common Stock issuable upon exercise of Warrants and
9,090 shares of Common Stock issuable upon conversion of Debentures.
(10) Includes 22,500 shares of Common Stock issuable upon exercise of options,
6,250 shares of Common Stock issuable upon exercise of Warrants and 5,454
shares of Common Stock issuable upon conversion of Debentures.
(11) Includes 1,090 shares of Common Stock issuable upon conversion of
Debentures.
(12) Includes 4,363 shares of Common Stock issuable upon conversion of
Debentures.
(13) Includes 9,090 shares of Common Stock beneficially owned by Herbert
Gardner, IRA, issuable upon conversion of Debentures and 9,090 shares of
Common Stock beneficially owned by Herbert Gardner, Keogh, issuable upon
conversion of Debentures.
(14) Includes 54,545 shares of Common Stock issuable upon conversion of
Debentures.
(15) Includes 90,909 shares of Common Stock issuable upon conversion of
Debentures.
(16) Includes 256,667 shares of Common Stock issuable upon exercise of
Warrants and 72,727 shares of Common Stock issuable upon conversion of
Debentures. Stanley S. Binder, an independent general partner of Special
Situations Fund III, L.P., disclaims beneficial ownership of all shares
held by Special Situations Fund III, L.P.
(17) Includes 93,333 shares of Common Stock issuable upon exercise of
Warrants and 90,909 shares of Common Stock issuable upon conversion of
Debentures.
(18) Includes 6,250 shares of Common Stock issuable upon exercise of Warrants.
(19) Includes 2,500 shares of Common Stock issuable upon exercise of Warrants.
(20) Includes 3,750 shares of Common Stock issuable upon exercise of Warrants.
(21) Includes 625 shares of Common Stock issuable upon exercise of Warrants.
(22) Includes 2,250 shares of Common Stock issuable upon exercise of Warrants.
(23) Includes 500 shares of Common Stock issuable upon exercise of Warrants.
(24) Includes 100,000 shares of Common Stock issuable upon exercise of
options.
(25) Includes 69,500 shares of Common Stock issuable upon exercise of options.
(26) Includes 56,250 shares of Common Stock issuable upon exercise of options.
(27) Includes 75,000 shares of Common Stock issuable upon exercise of options.
(28) Includes 22,500 shares of Common Stock issuable upon exercise of options.
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Securityholders, or by
the Selling Securityholders' pledgees, donees, transferees or other successors
in interest, may be effected from time to time in one or more transactions on
The NASDAQ SmallCap Market, in special offerings, exchange distributions and/or
secondary distributions pursuant to and in accordance with the applicable rules
of the National Association of Securities Dealers, Inc. ("NASD"), in the
over-the-counter market, in negotiated transactions (including, without
limitation, privately negotiated transactions), through the writing of options
on the Common Stock, or through the issuance of other securities convertible
into shares of the Common Stock (whether such options or other securities are
listed on an options or securities exchange or otherwise), or a combination of
such methods of distribution, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
Any or all of the Common Stock may be sold from time to time to purchasers
directly by a Selling Securityholder. Sales of Common Stock also may be made
pursuant to Rules 144, 144A or 904 of the Securities Act, provided that the
requirements of such rules, including, without limitation, any applicable
holding periods and manner of sale requirements, are met. Alternatively, a
Selling Securityholder may from time to time offer any or all of the Common
Stock through underwriters, dealers, brokers or agents, including in
transactions in which any such underwriters, dealers, brokers or agents solicit
purchasers, in block transactions or in transactions in which any such
underwriters, dealers, brokers, or agents will attempt to sell such shares of
Common Stock as an agent but may resell such shares of Common Stock as a
principal pursuant to this Prospectus.
Any underwriters, dealers, brokers or agents participating in the
distribution of the Common Stock offered hereby may receive compensation in the
form of underwriting discounts, concessions, commissions or fees from a Selling
Securityholder and/or purchasers of Common Stock for whom they may act as agents
(which compensation may be in excess of customary commissions). In addition, a
Selling Securityholder and any such underwriters, dealers, brokers or agents
that participate in the distribution of Common Stock may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of shares of the
Common Stock may be deemed to be underwriting compensation. Additionally, the
Selling Securityholders may pledge shares of the Common Stock, and in such event
agents or dealers may acquire the shares of the Common Stock or interests
therein, and may, from time to time, effect distribution of shares of the Common
Stock or interests in such capacity.
At the time any underwritten or coordinated distribution of the Common
Stock is made, to the extent required, a supplement to this prospectus will be
distributed which will set forth the aggregate number of shares of Common Stock
being offered and the terms of the offering, including the name or names of any
participating Selling Securityholders, underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Common Stock
may not be sold unless registered or qualified for sale in such state or unless
an exemption from registration or qualification is available and such sale is
made in compliance with such exemption.
SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION
Article Tenth of the Company's Certificate of Incorporation, as amended,
and Section 10 of the Company's by-laws, as amended, provide that the Company
shall, to the fullest extent permitted by law, indemnify each person (including
the heirs, executors, administrators and other personal representatives of such
person) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or actual suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or
otherwise) in which such person may be involved by reason of the fact that he or
she is or was a director or officer of the Company or is serving any other
incorporated or unincorporated enterprise in any of such capacities at the
request of the Company. Such provisions may provide indemnification to the
officers, directors or controlling persons of the Company for liability under
the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
LEGAL MATTERS
Certain matters with respect to the validity and legality of the Common
Stock offered hereby have been passed upon for the Company by Lowenstein,
Sandler, Kohl, Fisher & Boylan, P.A., Roseland, New Jersey.
EXPERTS
The financial statements and schedule of the Company included in the 1995
Form 10-K and incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their report incorporated herein by reference and are incorporated herein in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
<PAGE>
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations
in connection with this offering other than
those contained in this Prospectus and,
if given or made, such other information
and representations must not be relied upon
as having been authorized by the
Company. Neither the delivery of this 1,203,629 Shares
Prospectus nor any sale made hereunder
shall, under any circumstances, create
any implication that there has been no
change in the affairs of the Company
since the date hereof or that the
information contained herein is correct
as of any time subsequent to its date.
This Prospectus does not constitute
an offer to sell or a solicitation of an BARRINGER TECHNOLOGIES INC.
offer to buy such securities in any
circumstances in which such offer
or solicitation is unlawful. Common Stock
--------------
PROSPECTUS
--------------
---------------------
TABLE OF CONTENTS
Page September 9, 1996
Available Information................2
Documents Incorporated
by Reference.......................2
Forward-Looking Statements...........3
Risk Factors.........................4
The Company..........................8
Use of Proceeds......................9
Selling Securityholders.............10
Plan of Distribution................13
Securities and Exchange Commission's
Position on Indemnification.......13
Legal Matters.......................14
Experts ...........................14
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table lists the expenses which will be incurred in connection
with the issuance and distribution of the Common Stock being registered.
Expense
Registration Fee $ 3,425.00
Accounting Fees and Expenses 4,500.00
Legal Fees and Expenses 16,500.00
Blue Sky Fees and Expenses 10,000.00
Printing and Engraving 100.00
Miscellaneous 500.00
----------
TOTAL $ 35,025.00
All of the above amounts, other than the registration fee, are
estimates only. All of the above expenses will be paid by the Company.
Item 15. Indemnification of Directors and Officers
Article Tenth of the Company's Certificate of Incorporation,
as amended ("Certificate of Incorporation") and Section 10 of the Company's
by-laws, as amended ("By-laws"), provide that the Company shall, to the fullest
extent permitted by law, indemnify each person (including the heirs, executors,
administrators and other personal representatives of such person) against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection with
any threatened, pending or actual suit, action or proceeding (whether civil,
criminal, administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the Company or is serving any other incorporated or unincorporated
enterprise in any of such capacities at the request of the Company.
Section 145 of the General Corporation Law of the State of
Delaware permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been judged liable to the corporation unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Tenth of the Certificate of Incorporation also
contains a provision limiting the personal liability of directors to the fullest
extent permitted or authorized by the GCL or other applicable law. Under the
GCL, such provision would not limit liability of a director for (i) breach of
the director's duty of loyalty, (ii) acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, (iii) payment of
dividends or repurchases or redemptions of stock other than from lawfully
available funds, or (iv) any transactions from which the director derives an
improper benefit.
Item 16. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1* Certificate of Incorporation of the Company, as amended.
4.2** By-laws of the Company.
5.1*** Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
23.1*** Consent of BDO Seidman, LLP.
23.2*** Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page).
- -----------------
* Incorporated by reference to Exhibit 3.1A to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-3207.
** Incorporated by reference to Exhibit 3.2A to the Company's Annual Report on
Form 10-K/A-2 for the fiscal year ended December 31, 1994, File No. 0-3207.
*** To be filed by amendment.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement provided, however,
that paragraphs 1(i) and 1(ii) do not apply if the registration
statement is on Form S-3 or S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
incorporated by reference from periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act; and
(iii) Include any additional or changed material information with respect
to the plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Providence, State of New Jersey, on
September 9, 1996.
BARRINGER TECHNOLOGIES INC.
By: /s/ Stanley S. Binder
________________________________
Stanley S. Binder, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on September 9, 1996. Each of the undersigned hereby
constitutes and appoints Stanley S. Binder and Richard S. Rosenfeld, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 relating to the
securities offered pursuant hereto and to file the same, together with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal government
commissions and agencies as may be necessary or advisable, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Signature Title
/s/ Stanley S. Binder President, Chief Executive
_________________________ Officer (Principal Executive Officer)
Stanley S. Binder and Director
/s/ John D. Abernathy
_________________________ Director
John D. Abernathy
_________________________ Director
Richard D. Condon
/s/ John H. Davies
_________________________ Director
John H. Davies
/s/ John J. Harte
_________________________ Director
John J. Harte
_________________________ Director
James C. McGrath
/s/ Richard S. Rosenfeld Vice President-Finance,
_________________________ Chief Financial Officer and
Richard S. Rosenfeld Treasurer (Principal Accounting
and Principal Financial Officer)
