BARRINGER TECHNOLOGIES INC
8-K, 1996-11-19
TESTING LABORATORIES
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                      SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):              November 12, 1996



                           BARRINGER TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       Delaware                     0-3207                            84-0720473
- --------------------------------------------------------------------------------
(State or other jurisdiction of   (Commission                      (IRS Employer
  incorporation or organization)   File Number)              Identification No.)



               219 South Street, New Providence, New Jersey 07974
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:               (908) 665-8200



<PAGE>


Item 5.  Other Events.

     On November 12, 1996, Barringer Technologies Inc. (the "Company") announced
that it had agreed to sell,  through  an  underwriting  syndicate  led by Janney
Montgomery Scott Inc., 1,250,000 shares of its common stock and 1,250,000 common
stock purchase warrants. A copy of the Company's press release has been filed as
an Exhibit to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.

Exhibit 28.1   Press Release, dated November 12, 1996.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                   BARRINGER TECHNOLOGIES INC.

                                                   By:/s/ Richard S. Rosenfeld
                                                      _________________________ 
                                                      Richard S. Rosenfeld,
                                                      Chief Financial Officer

Dated:  November 19, 1996


<PAGE>


                                  EXHIBIT INDEX

Exhibit

28.1         Press Release, dated November 12, 1996.




                             [BARRINGER LETTERHEAD]





For Release:    Immediately
Contact:        Stanley Binder, CEO                               (908) 665-8200
                Richard S. Rosenfeld, CFO


                         BARRINGER ANNOUNCES PUBLIC SALE
                           OF SHARES AND WARRANTS AND
                   INCLUSION IN NASDAQ NATIONAL MARKET SYSTEM


New Providence,  New Jersey,  November 12,  1996....Barringer  Technologies Inc.
(NASDAQ:  BARR, BARRW) announced today that it had sold, through an underwriting
syndicate led by Janney  Montgomery  Scott Inc.,  1,250,000 shares of its common
stock at an initial public offering price of $8.563 and 1,250,000 warrants at an
initial public  offering price of $.05 per warrant.  Each warrant is exercisable
for  one-quarter  of a share of common stock at an exercise  price of $9.847 per
share (subject to adjustment in certain  circumstances) for three years (subject
to  earlier  redemption  in  certain  circumstances).  The net  proceeds  of the
offering are expected to be  approximately  $9.2 million  ($10.7  million if the
underwriters' over-allotment option is fully exercised) and will be used to fund
product  development,  to repay  certain  indebtedness,  to expand the Company's
manufacturing  and assembling  capabilities  and for working capital and general
corporate purposes.

In connection with the offering, the Company announced that its common stock and
the warrants  have been  approved for  inclusion in the NASDAQ  National  Market
System upon  official  notice of issuance.  The offering is expected to close on
November 15, 1996.

A copy of the  prospectus  relating to the offering may be obtained  from Janney
Montgomery  Scott Inc. This release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the common stock
or the warrants in any State in which such offer,  solicitation or sale would be
unlawful.

Headquartered in New Providence,  New Jersey,  Barringer  Technologies Inc. is a
holding company that,  through its subsidiaries,  is principally  engaged in the
development,  manufacture and marketing of specialty analytical  instruments for
drugs and explosives detection applications.

                                   XXXXXXXXXX



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