SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BARRINGER LABORATORIES INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
068508 10 0
(CUSIP Number)
Richard S. Rosenfeld John D. Hogoboom, Esq.
Vice President - Finance Lowenstein, Sandler, Kohl,
Barringer Technologies Inc. Fisher & Boylan, P.A.
219 South Street with a copy to 65 Livingston Avenue
New Providence, New Jersey 07974 Roseland, New Jersey 07068
(908) 665-8200 (201) 992-8700
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-1(a) for other parties to whom copies are to be
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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(1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Barringer Technologies Inc. 84-0720473
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(2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [ ]
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(3) SEC Use Only
(4) Source of Funds (See Instructions): OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
(6) Citizenship or Place of Organization: Delaware
Number of Shares (7) Sole Voting Power: 264,215
Beneficially Owned (8) Shared Voting Power: 0
by Each Reporting (9) Sole Dispositive Power: 264,215
Person With: (10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 271,715
(includes 7,500 shares of
Common Stock of the Issuer
issuable upon exercise of a
warrant)
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions): [ ]
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(13) Percent of Class Represented by Amount in Row (11): 17.3%
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(14) Type of Reporting Person (See Instructions): CO
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<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (as amended herein, the "Schedule 13D") is
being filed by Barringer Technologies Inc. (formerly Barringer Resources Inc.) a
Delaware corporation (the "Company"), and relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of Barringer Laboratories, Inc., a Delaware
corporation ("Labco"), and is being filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended (the "Act"). The principal executive
offices of Labco are located at 15000 West 6th Avenue, Suite 300, Golden, CO
80401.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by adding thereto the
following:
Pursuant to the terms of the Termination Agreement (detailed in Item 6
below) the Company disposed of the following shares of Labco Common Stock:
Date Number of Shares Price Per Shares
11/4/96 80,000 $1.6875
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following:
On October 7, 1996, the Company and Labco entered into a Termination
Agreement (the "Termination Agreement"), pursuant to which Labco agreed to waive
its right of first refusal and to terminate certain restrictions regarding the
transfer of the shares of Labco Common Stock owned by the Company. The Company
agreed that, for a period of three months from the date of the Termination
Agreement, it would sell such shares at a price of at least $1.6875 per share
(the "Target Price") in a distribution in which it would not knowingly sell more
than 75,000 shares to any one purchaser or group of related purchasers. Under
the Termination Agreement, for such three-month period, the Company must sell
its Labco shares as provided above, if it receives an offer to acquire such
shares at a price per share at least equal to the Target Price. The restrictions
also apply to any shares of Labco Common Stock issuable to the Company upon the
exercise of certain warrants held by the Company. Labco has registered the
Company's shares of Labco Common Stock for resale pursuant to the Securities Act
of 1933, as amended, to facilitate such sales.
Pursuant to the Termination Agreement, the Company surrendered to Labco the
88,260 shares of Common Stock retained by Labco pursuant to the Stock Purchase
Agreement, dated December 8, 1995, between the Company and Labco. The Company
and Labco also agreed to terminate all remaining inter-company arrangements. In
addition, upon the disposition by the Company of at least 250,000 of its shares
of Labco Common Stock, Stanley S. Binder and John J. Harte will resign their
positions with Labco.
<PAGE>
Item 7. Material to be Filed as Exhibits.
A copy of the Termination Agreement is being filed as an exhibit to
this Schedule 13D and is incorporated herein by reference.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 6, 1996
/s/Richard S. Rosenfeld
________________________
Richard S. Rosenfeld,
Vice President - Finance
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
1. Termination Agreement, dated October 7, 1996, by and
between Barringer Laboratories, Inc. and Barringer
Technologies Inc.*
___________________
* Incorporated by reference to Exhibit No. 10.11 to the Company's Registration
Statement on Form SB-2, File No. 333-13703.
