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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Barringer Technologies, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
068509108
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the filing 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 five percent or less of such class.)
(See Rule 13d-7.)
*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 the disclosures provided in a prior page.
The information required in 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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CUSIP No. 068509108 13G Page 2 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 626,220
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 626,220
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
626,220
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by Amount in Row (9)
16.8%
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(12) Type of Reporting Person*
IV
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 068509108 13G Page 3 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
MGP Advisers Limited Partnership ("MGP")
F13-3263120
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power None
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 626,220
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
626,220
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
16.8%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 068509108 13G Page 4 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AWM Investment Company, Inc. ("AWM")
11-3086452
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares (5) Sole Voting
Beneficially Power 176,666
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power None
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(7) Sole Dispositive
Power 802,886
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
802,886
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
21.0%
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(12) Type of Reporting Person*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 068509108 13G Page 5 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Austin W. Marxe
###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting
Beneficially Power 176,666
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 626,220
--------------------------------------------------
(7) Sole Dispositive
Power 802,886
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(8) Shared Dispositive
Power None
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
802,886
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
21.0%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Barringer Technologies, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
219 South Street, New Providence, NJ 07974
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND PLACE
OF ORGANIZATION: This statement is filed on behalf of (i) Special
Situations Fund III, L.P., a Delaware limited partnership (the "Fund"),
(ii) MGP Advisers Limited Partnership, a Delaware Limited Partnership
("MGP"), (iii) AWM Investment Company, Inc., a Delaware corporation
("AWM") and (iv) Austin W. Marxe. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and collectively as the
"Reporting Persons." The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York 10022. The
business of the Fund is to acquire, purchase, invest in, sell, convey,
transfer, exchange and otherwise trade in principally equity and equity
related securities.
MGP is a general partner of and investment adviser to the Fund. MGP is
registered as an investment adviser under the Investment Advisers Act of
1940, as amended. The principal business of MGP is to act as a general
partner of and investment adviser to
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Page 7 of 12 Pages
the Fund. AWM, a Delaware corporation primarily owned by Austin W.
Marxe, serves as the sole general partner of MGP. AWM is a registered
investment adviser under the Investment Advisers Act of 1940 and also
serves as the investment adviser to, and general partner of, Special
Situations Cayman Fund, L.P., a limited partnership formed under the
laws of the Cayman Islands (the "Cayman Fund"). Austin W. Marxe is the
principal limited partner of MGP and is the President and Chief
Executive Officer of AWM. Mr. Marxe is also an associated person of MGP
and is principally responsible for the selection, acquisition and
disposition of the portfolio securities by AWM on behalf of MGP, the
Fund and the Cayman Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment Company
Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
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Page 8 of 12 Pages
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 802,886 shares of Common Stock are beneficially
owned by AWM and Austin Marxe. This amount is composed of 369,553 shares of
common stock, 27,500 warrants W entitling the holder to purchase 27,500 shares
of common stock at an exercise price of $ .50 expiring May 9, 1998, and 229,167
warrants Z entitling the holder to purchase 229,167 shares of common stock at an
exercise price of $.50 expiring May 9, 2000 owned by the Fund, along with 83,333
shares of common stock, 10,000 warrants W, and 83,333 warrants Z owned by the
Cayman Fund. The Fund and MGP beneficially own 626,220 shares of common stock
by virtue of owning 369,553 common shares directly, 27,500 warrants W, and
229,167 warrants Z.
(b) PERCENT OF CLASS: 21 percent are owned by AWM and Austin Marxe. 16.8
percent are owned by the Fund and MGP.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Special Situations Fund III, L.P. has the sole power to vote
or to direct the vote and
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Page 9 of 12 Pages
to dispose or to direct the disposition of all securities reported hereby which
are beneficially owned by the Fund. AWM has the sole power to vote or to direct
the vote of securities reported hereby which are benefically owned by AWM by
virtue of it being the Investment Adviser to the Cayman Fund. Austin Marxe has
sole power to vote or to direct the vote of securities reported hereby which are
beneficially owned by Austin Marxe by virtue of being the primary owner of and
President and Chief Executive Officer of AWM. Austin Marxe has shared power to
vote or to direct the vote of all securities owned by Austin Marxe by virtue of
being an Individual General Partner of the Fund. MGP, AWM and Austin Marxe have
the sole power to dispose or to direct the disposition of all securities
reported hereby which are beneficially owned respectively by MGP, AWM and Austin
Marxe.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner
of more that five percent of the class of securities, check the following ___.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question,
have the right to receive any dividends from, or proceeds from the
sale of, such securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Exhibit A
attached hereto.
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Page 10 of 12 Pages
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP: Not applicable.
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of
its or his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were acquired for the purpose
of and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: 1/4/96
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SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
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Austin W. Marxe
Individual General Partner
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc,
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief
Executive Officer
AWM INVESTMENT COMPANY, INC.
By:/s/ Austin W. Marxe
--------------------------
Austin W. Marxe
President and Chief
Executive Officer
/s/ Austin W. Marxe
------------------------
AUSTIN W. MARXE
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons.
AWM is the sole general partner of MGP, a registered investment adviser under
the Investment Advisers Act of 1940, as amended. MGP is a general partner of
and investment adviser to the Fund. AWM is a registered investment adviser
under the Investment Advisers Act of 1940 and also serves as the general partner
of, and investment adviser to, the Cayman Fund. Austin W. Marxe is the
principal owner and President of AWM.
