Registration No. 333-11629
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
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)
__________________________
Stanley S. Binder Copy to:
Barringer Technologies Inc. Allen B. Levithan, Esq.
219 South Street Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
New Providence, New Jersey 07974 65 Livingston Avenue
(908) 665-8200 Roseland, New Jersey 07068
(Name, address, including zip code, and telephone number, (201) 992-8700
including area code, of agent for service)
__________________________
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
under the Securities Act, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Per Unit(1) Aggregate Offering Price (1)(2) Registration Fee
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<S> <C> <C> <C>
Common Stock
($.01 par value) $7.88 $9,287,597 (3)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon a price of $7.88 per share, which was
the average of the high and low sale prices as reported on The NASDAQ
SmallCap Market on September 24, 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.
(3) $3,425 was paid in connection with the initial filing of this Registration
Statement.
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.
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<PAGE>
PROSPECTUS
1,178,629 Shares
BARRINGER TECHNOLOGIES INC.
Common Stock (par value $.01)
This Prospectus relates to 1,178,629 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 1,178,629 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 $881,000 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 24, 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 $7.50 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.
__________________________________
The date of this Prospectus is September 26, 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.
___________________________________________
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).
<PAGE>
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,
markets and the extension of its IONSCAN[R] products, the development of new
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
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, "Governmental Regulation and Law Enforcement
Requirements," "History of Losses," "Cash Constraints," "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," 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:
Governmental Regulation and Law Enforcement Requirements
While the Company anticipates that regulations or requirements mandating
the use of explosive detection systems both in the United States and abroad will
be adopted as a result of certain governmental initiatives taking place in the
United States and abroad, including the recent report of the Aviation Safety and
Security Commission (the "Gore Commission"), 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.
The growth of the Company's business is substantially dependent upon the
adoption of such regulations or requirements.
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 testing 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 requirements, changes in existing laws
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.
History of Losses
The Company sustained net losses of $2,565,000 and $827,000 for the years
ended December 31, 1994 and 1995, respectively, and had an accumulated deficit
of $16,003,000 at June 30, 1996. Although the Company generated net income of
$564,000 for the first six months of 1996, there can be no assurance that the
Company will be able to sustain a profitable level of operation in any future
periods.
Cash Constraints
Historically, the Company has not generated net cash flow from operations
and, accordingly, has experienced periodic severe cash shortages due to higher
cash requirements needed to fund increased sales. 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.
<PAGE>
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. Further, 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 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 of its subsidiaries 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
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]
technology, there can be no assurance that such markets exist or 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 is 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 the 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 and
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.
In addition, from time to time, the Company or its present or potential
competitors may announce new products, capabilities or technologies that have
the potential to replace or shorten the lifecycles of the Company's existing
products. Announcements of currently planned or other new products may cause
customers to delay their purchasing decisions in anticipation of such products
as occurred in late 1994 when the Company introduced the Model 400 IONSCAN[R].
Such delays could have a material adverse affect on the Company's business,
results of operations and financial condition.
<PAGE>
Government Procurement and Other Policies
The Company's principal customers are governmental agencies and law
enforcement entities that are subject to budgetary processes and expenditure
constraints. Budgetary allocations are dependent, in part, upon governmental
policies providing funding for drug interdiction and security efforts. A
reduction of funding for such efforts could materially and adversely affect the
Company's business, results of operations and financial condition.
Moreover, although the Company's sales are not seasonal in nature,
governmental agencies and certain other of the Company's customers expend unused
budgeted funds at the end of their various fiscal years, causing the Company's
sales to be higher during such periods. Since the Company recognizes
substantially all of the revenue and related expense for a sale upon shipment,
and since the recognition of revenue from the sale of relatively few IONSCAN[R]s
may substantially impact the Company's profitability during any period, the
impact of these budgetary constraints on the delivery date of a relatively few
units 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 with the
Bank which modified the Facility (the "Modified Facility") 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 Modified Facility. However, at December
31, 1995, BRL was not in compliance with the minimum working capital requirement
contained in the Modified Facility, and at June 30, 1996, and at certain times
prior thereto, BRL's borrowings under the Modified 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 Modified Facility. At July
31, 1996, BRL, was in compliance with the terms of the Modified Facility.
However, there can be no assurances that BRL will continue in compliance with
the terms of the Modified Facility in the future. Management believes that if
BRL fails to comply with the terms of the Modified 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 Modified 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. Although the
Company has a number of patents covering certain aspects of the IONSCAN[R], the
basic IMS technology is not proprietary and is available in the public domain.
Accordingly, present and potential competitors could use such technology to
duplicate the performance of the IONSCAN[R]. However, the Company believes that
such competitors could not readily replicate the IONSCAN[R]'s performance and
that any attempt to do so would require substantial time and resources.
Competition
The Company competes with other entities in the trace particle detection
industry, a number of which have significantly greater financial, marketing and
other resources than the Company. In addition, the Company competes for
governmental expenditures, particularly in the explosives detection market, with
the manufacturers of other types of detection equipment, including imaging and
<PAGE>
vapor detection equipment, some of which also have significantly greater
financial, marketing and other resources than the Company. While the Company
believes that it competes effectively in its principal markets, there can be no
assurance that the Company will maintain its competitive position.
Limitations on the Utilization of Net Operating Losses
At June 30, 1996, the Company had net operating loss carryforwards of
approximately $13,500,000, which will expire beginning in the 1996 tax year. The
issuance of the Common Stock being offered hereby may, in connection with
additional sales of shares of the Common Stock, trigger a "change in ownership"
under Code Section 382 with respect to the Company, in which event, the Company
may be restricted in its ability to use its net loss carryforwards. See
"Dependence on Private Sales of Securities."
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.
Retention of and 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 affect
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 a
material adverse effect on the Company's business, results of operations and
financial condition.
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 and other damages 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 assurance be given that the Company will be able to maintain the
existing coverage or additional coverage at commercially reasonable rates. To
<PAGE>
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.
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 in the future as a result of currency
fluctuations.
Volatility of Stock Price
Prior to this offering, there have been significant fluctuations in the
trading price of the Common Stock. No assurance can be given that such
volatility will not continue.
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.
Certain Charter 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 voting 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 stockholder 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.
<PAGE>
THE COMPANY
Barringer Technologies Inc. (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 plastic and conventional
explosives and of illegal narcotics. The Company's principal product, the
IONSCAN[R], is a portable desk-top instrument that utilizes a proprietary
implementation of ion mobility spectrometry ("IMS") technology to determine the
presence or absence of targeted compounds in a sample by heating it and
measuring certain characteristics of the ions produced from the resulting
vapors. The IONSCAN[R] can detect the presence or absence of a targeted
substance in approximately six seconds and can detect substances in amounts
smaller than one-billionth of a gram.
The Company's customers are primarily governmental, security and law
enforcement agencies throughout the world, including the Federal Bureau of
Investigation, the Drug Enforcement Agency, the United States, French and
Canadian customs services and various airports throughout the world. Because the
IONSCAN[R] provides precise analysis of chemical compounds, it is used in lieu
of and in conjunction with equipment utilizing imaging detection technologies,
such as X-ray, computer aided tomography ("CATSCAN") and nuclear magnetic
resonance imaging. As of June 30, 1996, the Company had sold over 300
IONSCAN[R]s, and the Company believes that, in terms of units sold, it is the
world's leading supplier of trace particle detection instruments.
IONSCAN[R]s generally have been sold for explosive detection applications
outside the United States, including at foreign airports, train stations and the
Eurotunnel, and for drug interdiction and detection deployment in the United
States and elsewhere around the world. For example, the IONSCAN[R] has been used
in foreign airports to check baggage for traces of explosives and by the United
States Coast Guard to check ships and cargo in U.S. territorial waters for
traces of illegal narcotics. The Company believes that the security-related
market for the IONSCAN[R] is growing as a result of governmental actions
reflecting increased public safety concerns, particularly in the United States,
in the wake of an increasing number of terrorist acts around the world. The
Company also believes that additional growth will occur in the drug interdiction
market as a result of continuing drug interdiction efforts and governmental
efforts to reduce drug use. However, no assurance can be given in regard to the
growth of either the security-related market or the drug interdiction market.
The Company believes that new markets for the IONSCAN[R] can be developed
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, biological
and chemical testing.
In addition to the IONSCAN[R], the Company 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, and the six months ended June 30, 1996, approximately 25% and
23% of the Company's consolidated revenues were derived from these other
activities.
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.
<PAGE>
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 $881,000 in the aggregate if all of the Warrants were exercised at
their current exercise prices, without adjustment.
SELLING SECURITYHOLDERS
The 1,178,629 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., Labco and the Ontario Development Corporation.
The Company has a 26% interest in 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.
<TABLE>
TABLE I - Common Stock
Ownership as of August 26, 1996
<CAPTION>
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
---------------- -------------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
Stanley S. Binder 110,386(3) 3.1% 28,636 81,750(19) 2.3%
John H. Davies 93,295(4) 2.6 30,454 62,841(20) 1.8
Richard S. Rosenfeld 36,161(5) 1.0 13,636 22,525(21) *
Kenneth S. Wood 47,573(6) 1.3 3,636 43,937(22) 1.3
Helene Hollub 15,000(7) * 15,000 -- *
Adam Street Joint Venture 15,000(7) * 15,000 -- *
Richard D. Condon 20,500(8) * 10,000 10,500(23) *
John J. Harte 53,440(9) 1.5 34,090 19,350(24) *
John D. Abernathy 22,454(10) * 10,454 12,000(23) *
James C. McGrath 20,500(8) * 10,000 10,500(23) *
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. 698,947(16) 20.0 558,561 -- *
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 -- *
</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 31,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996, 12,500 shares of Common
Stock issuable upon exercise of Warrants and 3,636 shares of Common Stock
issuable upon conversion of Debentures.
(4) Includes 22,063 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996, 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 22,125 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996, 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 33,938 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996 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. Mr. Harte, the General Partner of Adam Street Joint Venture,
disclaims any beneficial ownership of these shares.
(8) Includes 6,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996 and 8,750 shares issuable
upon exercise of Warrants.
(9) Includes 6,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996, 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 6,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days of August 26, 1996, 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 31,750 shares of Common Stock issuable upon exercise of options.
(20) Includes 22,063 shares of Common Stock issuable upon exercise of options.
(21) Includes 22,125 shares of Common Stock issuable upon exercise of options.
(22) Includes 33,938 shares of Common Stock issuable upon exercise of options.
(23) Includes 3,750 shares of Common Stock issuable upon exercise of warrants
and 6,750 shares of Common Stock issuable upon exercise of options.
(24) Includes 6,750 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 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
<PAGE>
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 1,178,629 Shares
delivery of this 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 BARRINGER
solicitation of an offer to buy such securities in any TECHNOLOGIES
circumstances in which such offer or solicitation is INC.
unlawful. Common Stock
______________
PROSPECTUS
______________
_____________________
TABLE OF CONTENTS
Page September 26, 1996
Available Information.............2
Documents Incorporated
by Reference....................2
Forward-Looking Statements........3
Risk Factors......................4
The Company.......................9
Use of Proceeds...................10
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.
<PAGE>
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.
*** Previously filed.
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 the 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.
<PAGE>
(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 amendment to its
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 26, 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 amendment
to its registration statement has been signed by the following persons in the
capacities indicated below on September 26, 1996.
Signature Title
/s/ Stanley S. Binder President, Chief Executive Officer
___________________________________ (Principal Executive Officer) and Director
Stanley S. Binder
*
___________________________________
John D. Abernathy Director
___________________________________
Richard D. Condon Director
*
___________________________________
John H. Davies Director
*
___________________________________
John J. Harte Director
___________________________________
James C. McGrath Director
/s/ Richard S. Rosenfeld Vice President-Finance, Chief Financial
___________________________________ Officer and Treasurer (Principal Accounting
Richard S. Rosenfeld and Principal Financial Officer)
*By:/s/ Richard S, Rosenfeld
_________________________
Richard S. Rosenfeld
(Attorney-in-Fact)
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C> <C>
Exhibit No. Description Page No.
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).
</TABLE>
_________________
* 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.
*** Previously filed.
Exhibit 5.1
September 26, 1996
Barringer Technologies Inc.
219 South Street
New Providence, New Jersey 07974
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of (i) 382,500 shares (the "Issued Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of Barringer Technologies
Inc. (the "Company"), (ii) 432,500 shares of Common Stock issuable upon the
exercise of certain Warrants issued by the Company (the "Warrants") (together
with such indeterminate number of additional shares of Common Stock as may
become issuable pursuant to the anti-dilution provisions of the Warrants, the
"Warrant Shares"), and (iii) 363,629 shares of Common Stock issuable upon the
conversion of the Company's 6% Subordinated Convertible Debentures due 1997 (the
"Debentures") (together with such indeterminate number of additional shares of
Common Stock as may become issuable pursuant to the anti-dilution provisions of
the Debentures, the "Debenture Shares"), we have examined such corporate
records, certificates and other documents and such questions of law as we have
considered necessary or appropriate for the purpose of this opinion.
Upon the basis of the foregoing, we advise you that, in our opinion (i) the
Issued Shares are duly authorized, validly issued, fully paid and
non-assessable, (ii) when the Warrant Shares have been duly issued by the
Company upon the due exercise of the Warrants so that the number of shares of
Common Stock then outstanding does not exceed the number of shares of Common
Stock then authorized, and the Company has received payment in full of the
exercise price therefor, the Warrant Shares will be duly authorized, validly
issued, fully paid and non-assessable, and (iii) when the Debenture Shares have
been duly issued by the Company upon the due conversion of the Debentures so
that the number of shares of Common Stock then outstanding does not exceed the
number of shares of Common Stock then authorized, the Debenture Shares will be
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Lowenstein, Sandler, Kohl, Fisher & Boylan
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Barringer Technologies, Inc.
New Providence, New Jersey
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March 27,
1996, relating to the consolidated financial statements and schedule of
Barringer Technologies Inc. appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/ BDO Seidman, LLP
BDO Seidman, LLP
Woodbridge, New Jersey
September 26, 1996
