Reg No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BARRINGER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 84-0720473
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
219 South Street, Murray Hill, New Jersey 07974
(Address of principal executive offices; zip code)
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1990 Stock Option Plan and Stock Option Agreements
(Full title of the plan)
Stanley S. Binder
Barringer Technologies Inc.
219 South Street, Murray Hill, New Jersey 07974
(908) 665-8200
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
John D. Hogoboom, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
- ------------------------ ---------------------- ----------------------- ----------------------- ----------------------
Common Stock, par
value $.01 per share 437,875 $ 10.375 $4,542,954 $ 1,377
shares (1)
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</TABLE>
(1) Plus such additional shares of Common Stock as may be issuable pursuant to
the anti-dilution provisions of the Company's 1990 Stock Option Plan and
individual stock option agreements made between the Company and certain
employees and non-employee directors of the Company, as described more fully
herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based upon a
price of $ 10.375 per share, which was the average of the high and low sales
prices of the Common Stock as reported on the NASDAQ National Market System on
April 18, 1997.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement, which together constitute the prospectus to be used for
offers of up to 437,875 shares of common stock, par value $.01 per share
("Common Stock"), of Barringer Technologies Inc. (the "Company") in connection
with the Company's 1990 Stock Option Plan (the "Plan") and individual stock
option agreements made between the Company and certain employees and
non-employee directors of the Company (the "Agreements"), will be sent or given
to such persons as specified by Rule 428 (b)(1). Such documents are not required
to be and are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").
The following reoffer prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used for
reofferings and resales of Common Stock to be acquired, pursuant to the Plan and
the Agreements, respectively, by Selling Securityholders (as defined therein and
to be named in prospectus supplements) that may be deemed to be "affiliates" of
the Company as defined pursuant to Rule 405 under the Securities Act of 1933, as
amended, and by certain unnamed "non-affiliates" of the Company, each of whom
may sell up to 1,000 shares of Common Stock under the following reoffer
prospectus in accordance with General Instruction C(3)(b) of Form S-8.
<PAGE>
REOFFER PROSPECTUS
392,000 Shares
BARRINGER TECHNOLOGIES INC.
Common Stock (par value $.01)
This Prospectus relates to 392,000 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, certain of whom may be deemed to be
"affiliates" of the Company as defined under Rule 405 under the Securities Act
of 1933, as amended (the "Act") and by certain unnamed "non-affiliates" of the
Company, each of whom may sell up to 1,000 shares of Common Stock hereunder in
accordance with General Instruction c(3)(b) of Form S-8 (the "Selling
Securityholders").
The shares of Common Stock being offered hereby were acquired by the
Selling Securityholders pursuant to the Company's 1990 Stock Option Plan (the
"Plan") and individual stock option agreements between the Company and certain
employees and non-employee directors of the Company (the "Agreements") and may
be sold from time to time to purchasers pursuant to this Prospectus. See "Plan
of Distribution".
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 net proceeds of approximately $725,000 upon the issuance of
the Common Stock covered hereby in connection with the exercise of options
granted pursuant to the Plan and the Agreements, respectively. Such net proceeds
will be added to the Company's working capital and will be used for general
corporate purposes. The Company estimates that its expenses in connection with
the offering of the Common Stock will be approximately $25,000.
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 April 18, 1997, the last sale price of the Common Stock in the
over-the-counter market as reported on The NASDAQ National Market System (symbol
BARR) was $10.25 per share.
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See "Risk Factors" on page 3 for certain factors which should be considered
by prospective purchasers of the shares of Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is April 21, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (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 included in The NASDAQ National Market System 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-8 (together with all amendments thereto, the "Registration Statement") under
the Securities Act of which this Prospectus is a part. This Prospectus does not
contain all of the information set forth in the Registration Statement and
exhibits thereto, certain portions of which have been omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement and related exhibits and to documents filed with the
Commission. Any statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference. Copies of
the Registration Statement and the exhibits thereto are on file at the offices
of the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference facilities
of the Commission described above.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
(i) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996; and
(ii) 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 of the securities covered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide, without charge, to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of any or
all of the documents referred to above under "Documents Incorporated by
Reference" (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Requests for such
copies should be directed to: Barringer Technologies Inc., 219 South Street, New
Providence, New Jersey 07974, Attention: Secretary (telephone no. (908)
665-8200).
FORWARD-LOOKING STATEMENTS
This Prospectus contains, or incorporates by reference, 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
anticipated growth in the demand for the Company's products, 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, governmental
regulations and directives changing security 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 contained herein or incorporated herein by
reference. Important factors that could contribute to such differences include,
but are not limited to, those set forth under "Risk Factors" below, the effect
of economic and market conditions, the impact of both foreign and domestic
governmental budgeting decisions and the timing of governmental expenditures,
the effects of competition, the reliance of the Company on its IONSCAN(R)
products, and the ability of the Company to successfully develop and market new
product applications. Subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this paragraph,
under the caption, "Risk Factors", set forth below and elsewhere in this
Prospectus
RISK FACTORS
Prospective purchasers should carefully consider the following risk
factors, in addition to the other information contained or incorporated by
reference in this Prospectus, before purchasing the shares of Common Stock
offered hereby:
History of Losses; Cash Constraints
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 $14,522,000 at December 31, 1996. Although the Company generated net income
of $2,059,000 for the year ended December 31, 1996, the Company used $1,447,000
of cash in operations during such period as a result of the need for working
capital to support higher levels of accounts receivable and inventory. The
Company's history of losses and its failure to generate positive operating cash
flow have resulted in significant cash shortages from time to time. However, as
a result of the Company's November 1996 public offering and the Company's
improved profitability, management believes that the Company will have
sufficient cash to fund its working capital requirements and to execute its
growth plans for at least twelve months.
Dependence on and Effects of Governmental Regulation
The Company's business is dependent upon purchases of IONSCAN(R)s by
governmental agencies. While the Company believes that certain of its
governmental customers will continue to purchase IONSCAN(R)s for explosives
detection and drug interdiction applications, growth in the Company's business
will be driven in part by the adoption of regulations or requirements in the
aviation security market resulting in the use of enhanced explosives detection
systems, including trace particle detection equipment. As a result of certain
government initiatives in the United States, including the recent report of the
Aviation Safety and Security Commission (the "Gore Commission"), the Company
anticipates that such regulations or requirements will be adopted in the United
States in the near future. Among other things, the initial Gore Commission
report recommended that the government purchase enhanced explosives detection
equipment for deployment at certain United States airports. In October 1996,
Congress appropriated approximately $1.1 billion to fund certain anti-terrorist
programs in fiscal 1997, including the initial recommendations contained in the
Gore Commission report. It is anticipated that approximately $144,000,000 of
such appropriation will be used to purchase enhanced explosives detection
equipment. There can be no assurance that funding for the purchase of such
equipment will be continued in subsequent fiscal years or as to the level
thereof. While the recent government initiatives have contemplated the
deployment of trace particle detection equipment, such as the IONSCAN(R), a
substantial amount of the appropriated funds will be used to purchase equipment
utilizing other technologies, such as CATSCAN, enhanced X-ray, quadropole
resonance and other imaging techniques. Accordingly, there can be no assurance
as to the amount that will ultimately be spent on the purchase of trace particle
detection equipment or as to the number of IONSCAN(R)s that will actually be
purchased. In addition, there can be no assurance that the IONSCAN(R) will meet
any certification or other requirements that may be adopted in connection with
such initiatives.
The Company anticipates that the aviation security market will undergo
significant technological changes in the future. As part of its oversight of the
domestic aviation industry, the Federal Aviation Administration (the "FAA")
sponsors research in the area of enhanced explosives detection technologies.
During the last five years, the FAA has spent approximately $150,000,000 on such
research and development activities. The FAA's sponsorship covers a wide range
of areas, such as imaging technologies, individual passenger screening systems,
development of bomb-resistant containers and trace detection methods including
those developed by the Company as well as by other entities. The Gore Commission
recommended dramatically increasing the amount spent on research and development
of enhanced explosives detection technologies and Congress recently increased
the FAA's budget for such research and development activities in fiscal 1997. As
a result of these initiatives, the Company anticipates that new technology will
be introduced into the aviation market in the future. While the Company believes
that its IONSCAN(R) functions at a state-of-the-art level, there can be no
assurance that the Company will be able to maintain its present position in this
market.
Government and Other Procurement Policies
The Company's principal customers are governmental agencies and law
enforcement entities that are subject to budgetary processes and expenditure
constraints. Budgetary allocations for detection equipment are dependent, in
part, upon governmental policies which fluctuate from time to time in response
to political and other factors. A reduction of funding for drug interdiction and
security efforts could materially and adversely affect the Company's business,
financial condition and results of operations.
Moreover, although the Company's sales are not seasonal in nature,
governmental agencies and certain of the Company's other customers expend unused
budgeted funds at the end of their respective fiscal years, causing the
Company's sales to be higher during such periods. Since the Company recognizes
substantially all of the revenue from 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 considerations on the delivery date of a relatively few units
could significantly affect the Company's quarterly results.
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 significant markets exist for its IONSCAN(R) technology, there can
be no assurance that such markets will develop as the Company expects or that
the Company will be able to capitalize on such market development. Similarly,
there can be no assurance that any markets that do develop will be sustained.
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 that 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) products 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 and operating results 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 life spans 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 effect on the Company's business,
results of operations and financial condition.
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. The Company
has an exclusive license from the Canadian government for certain technology
used in the IONSCAN(R). In addition, the Company has a number of patents
covering certain aspects of the IONSCAN(R). However, 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, a number of which have
significantly greater financial, marketing and other resources than the Company.
In particular, the Company competes for governmental expenditures with equipment
manufacturers utilizing other types of detection technologies, including
computer aided tomography ("CATSCAN"), enhanced X-ray and quadropole resonance,
as well as with manufacturers of other IMS equipment and manufacturers using
other trace particle detection technologies, such as gas chromatography and
chemiluminescence. As a result of recent governmental initiatives, the Company
anticipates that additional technologies, including improved IMS technologies,
will be developed and that new competitors will enter the Company's markets.
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.
Retention of and Dependence on 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 its Chief Executive Officer and certain of its other senior
executives, the loss of the services of one or more of the Company's key
employees could have a material adverse effect on the Company.
Warranty Claims
The Company generally provides a one-year parts and labor warranty on each
IONSCAN(R). Although the Company has not experienced significant 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 its IONSCAN(R) products 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 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 regularly 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.
Dilution
As of April 15, 1997, the Company had outstanding options, warrants and
convertible securities which were exercisable for or convertible into an
aggregate of 1,528,060 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 currently has 7,000,000 shares of Common Stock authorized for
issuance, of which 5,437,893 shares of Common Stock were outstanding, as of
April 15, 1997. An additional 1,528,060 shares of Common Stock will be reserved
for issuance upon the conversion or exercise of outstanding securities of the
Company. The Company is seeking stockholder approval at its 1997 annual meeting
of stockholders to increase the number of shares of Common Stock the Company is
authorized to issue. In the event that the authorized number of shares of Common
Stock is not increased, the Company's ability to issue additional shares of
capital stock, including in connection with acquisitions and subsequent
financings, would be significantly restricted.
The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), contains provisions which require the favorable vote of 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 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.
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 other explosives and
illegal narcotics. The Company's principal product, the IONSCAN(R), is a
portable, desk-top instrument that utilizes a proprietary implementation of IMS
technology to determine the presence or absence of targeted compounds in a
sample. The IONSCAN(R) can detect targeted substances in amounts smaller than
one-billionth of a gram in approximately six seconds.
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 ("DEA"), the General Services
Administration ("GSA"), the United States, French, and Canadian customs services
and various airports worldwide. Because of its high sensitivity, the IONSCAN(R)
is used both in lieu of and in conjunction with other detection technologies,
such as X-ray, CATSCAN, quadropole resonance and nuclear magnetic resonance
imaging. As of December 31, 1996, the Company had sold over 350 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 have been sold for explosives detection applications primarily
outside the United States and for drug interdiction and detection deployment
both within the United States and elsewhere. For example, the IONSCAN(R) is used
in foreign airports, on trains and at the Eurotunnel to check for explosives and
by the United States Coast Guard to check ships and cargo in U.S. territorial
waters for illegal narcotics.
The Company believes that the security-related market for the IONSCAN(R) is
growing as a result of governmental actions, particularly in the United States,
which reflect heightened public safety concerns in the wake of an increasing
number of terrorist acts. Recently, Congress appropriated $144,000,000 for the
purchase of enhanced explosives detection equipment for use at certain airports
in the United States, and the Company believes that a portion of such
appropriation will be utilized for the acquisition of trace particle detection
equipment. Governmental agencies in the United States, including the GSA and the
FAA, have accelerated their evaluation or use of enhanced methods to increase
security measures currently employed in United States airports, other
transportation centers and in public buildings. However, no assurance can be
given as to the growth of the security-related market for the IONSCAN(R).
The Company also believes that the market for the IONSCAN(R) for use in
drug applications will increase as a result of recently reported increases in
domestic drug usage, particularly among teenagers. Various governmental
agencies, including the DEA, have purchased IONSCAN(R)s for use in their efforts
to diminish drug trafficking. Prisons and private entities, including public
utilities and drug rehabilitation clinics, also have purchased IONSCAN(R)s to
detect the presence of drugs. No assurance can be given as to the growth of the
drug interdiction and detection market for the IONSCAN(R).
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. Further, the Company intends to expand the potential uses
of the IONSCAN(R) technology by developing a hand held detector.
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 years ended
December 31, 1995 and 1996, approximately 25% and 14%, respectively, 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, Murray Hill, New Jersey 07974, and its telephone number is (908)
665-8200.
USE OF PROCEEDS
The Company will not receive any of the net 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
net proceeds of approximately $725,000 upon the issuance of the Common Stock
covered hereby in connection with the exercise of options granted pursuant to
the Plan and the Agreements, respectively. Such net proceeds will be added to
the Company's working capital and will be used for general corporate purposes.
<PAGE>
SELLING SECURITYHOLDERS
The 392,000 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, Richard D. Condon, John J. Harte,
John D. Abernathy, James C. McGrath, David Martinak, Ludo Daubner, Chris
Komerowski and certain unamed "non-affiliates" of the Company, each of whom may
sell up to 1,000 shares of Common Stock under this Prospectus.
Prior to December 1995, the Company controlled Barringer Laboratories, Inc.
("Labco"), a publicly traded company that provides comprehensive
laboratory-based analytical and consulting services in the United States and
Mexico. Until November 1996, Mr. Harte was the Chairman of the Board and a
director of Labco and Mr. Binder served as a director of Labco. During 1996, the
Company completed the sale of its interest in Labco, and in connection
therewith, Messrs. Harte and Binder resigned their respective positions with
Labco in November 1996.
Messrs. Abernathy, Condon and McGrath are non-employee directors of the
Company. Mr. Harte currently is a director of the Company, and from 1991 until
January 1997, he served as the Vice President, Special Projects, of the Company.
Mr. Davies is a director and the Executive Vice President of the Company, and
the President and Chief Executive Officer of Barringer Research Ltd ("BRL"), a
subsidiary of the Company. Mr. Binder is the Chairman of the Board, a director
and the President and the Chief Executive Officer of the Company. Mr. Wood is
the President of Barringer Instruments, Inc., a subsidiary of the Company. Mr.
Rosenfeld is the Company's Vice President-Finance and Chief Financial Officer.
Mr. Martinak is a Vice President, Sales, of BRL, and Mr. Daubner is the Vice
President, Manufacturing, of BRL. Mr. Komerowski is a former employee of the
Company. 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.
The following table sets forth certain information with respect to the
Selling Securityholders as of April 15, 1997.
<TABLE>
<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 178,636(3) 3.2% 100,000 78,636 1.4%
John H. Davies 140,732(4) 2.6 69,500 71,232 1.3
Richard S. Rosenfeld 64,036(5) 1.2 50,000 14,036 *
Kenneth S. Wood 73,636(6) 1.3 60,000 13,636 *
Richard D. Condon 36,250(7) * 22,500 13,750 *
John J. Harte 69,190(8) 1.3 22,500 46,690 *
John D. Abernathy 36,250(9) * 22,500 13,750 *
James C. McGrath 36,250(10) * 22,500 13,750 *
David Martinak 6,090 * 5,000 1,090 *
Ludo Daubner 20,613 * 16,250 4,363 *
Chris Komerowski 1,000 * 1,000 -- --
- -----------------------
*Less than 1%.
</TABLE>
1) Assumes the full exercise or conversion of all outstanding convertible
securities, warrants, rights or options for such person or entity.
(2) Certain amounts shown are subject to adjustment in certain circumstances.
(3) Includes 100,000 shares of Common Stock issuable upon exercise of
options and 12,500 shares of Common Stock issuable upon exercise of
warrants to purchase Common Stock.
(4) Includes 69,500 shares of Common Stock issuable upon exercise of
options and 12,500 shares of Common Stock issuable upon exercise of
warrants to purchase Common Stock.
(5) Includes 50,000 shares of Common Stock issuable upon exercise of options
and 5,000 shares of Common Stock issuable upon exercise of warrants to
purchase Common Stock and 3,636 shares of Common Stock beneficially owned
by Richard Rosenfeld as custodian for Jason Rosenfeld under the Uniform
Gifts to Minors Act.
(6) Includes 60,000 shares of Common Stock issuable upon exercise of options.
(7) Includes 22,500 shares of Common Stock issuable upon exercise of options
and 8,750 shares issuable upon exercise of warrants to purchase Common
Stock.
(8) Includes 22,500 shares of Common Stock issuable upon exercise of options
and 12,500 shares of Common Stock issuable upon exercise of warrants to
purchase Common Stock.
(9) Includes 22,500 shares of Common Stock issuable upon exercise of options
and 6,250 shares of Common Stock issuable upon exercise of warrants to
purchase Common Stock.
(10) Includes 22,500 shares of Common Stock issuable upon exercise of options
and 8,750 shares of Common Stock issuable upon exercise of warrants to
purchase Common Stock.
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 National Market System, 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
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 of the Company included in the 1996 Form 10-KSB
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 392,000 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 TECHNOLOGIES INC. solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Common Stock
--------------
PROSPECTUS
--------------
TABLE OF CONTENTS
April 21, 1997
Page
Available Information................................2
Documents Incorporated
by Reference.......................................2
Forward-Looking Statements...........................3
Risk Factors.........................................3
The Company..........................................7
Use of Proceeds......................................8
Selling Securityholders..............................9
Plan of Distribution................................10
Securities and Exchange Commission's
Position on Indemnification.......................11
Legal Matters.......................................11
Experts ...........................................11
<PAGE>
II-3
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Barringer Technologies Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;
(ii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A including any amendment or report
filed for the purpose of updating such information.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in any Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. 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 (the
"GCL") permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been judged liable to the corporation unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Tenth of the Certificate of Incorporation also contains a provision
limiting the personal liability of directors to the fullest extent permitted or
authorized by the GCL or other applicable law. Under the GCL, such provision
would not limit liability of a director for (i) breach of the director's duty of
loyalty, (ii) acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law, (iii) payment of dividends or
repurchases or redemptions of stock other than from lawfully available funds, or
(iv) any transactions from which the director derives an improper benefit.
Item 7. Exemption From Registration Claimed
Certain of the securities covered by this Registration Statement are
restricted securities issued by the Company pursuant to the Agreements to
certain employees or former employees of the Company prior to the filing of this
Registration Statement. Such issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Providence, State of New Jersey, on April 21,
1997.
BARRINGER TECHNOLOGIES INC.
By: /s/ Stanley S. Binder
-------------------------------
Stanley S. Binder, President
and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 21, 1997. Each of the undersigned hereby
constitutes and appoints Stanley S. Binder, Kenneth S. Wood and Richard S.
Rosenfeld, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
relating to the Company's 1990 Stock Option Plan and certain individual stock
option agreements between the Company and certain employees and non-employee
directors of the Company and to file the same, together with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and such other state and federal government commissions and
agencies as may be necessary or advisable, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Signature Capacity
/s/ Stanley S. Binder President, Chief Executive Officer
__________________________ (Principal Executive Officer) and
Stanley S. Binder Director
/s/ John D. Abernathy Director
- --------------------------
John D. Abernathy
/s/ Richard D. Condon Director
- --------------------------
Richard D. Condon
/s/ John H. Davies Director
- ---------------------------
John H. Davies
/s/ John J. Harte Director
- ---------------------------
John J. Harte
/s/ James C. McGrath Director
- ---------------------------
James C. McGrath
/s/ Richard S. Rosenfeld Vice President-Finance, Chief
___________________________ Financial Officer and Treasurer
Richard S. Rosenfeld (Principal Accounting and
Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
4.1 Certificate of Incorporation of
Barringer Technologies Inc. (filed as
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) and incorporated herein by
reference).
4.2 By-laws of Barringer Technologies Inc.
(filed as Exhibit 3.2A to the Company's
Annual Report on Form 10K/A-2 for the
fiscal year ended December 31, 1994
(File No.0-3207) and incorporated herein
by reference).
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. (contained in
Exhibit 5.1).
99.1 1990 Stock Option Plan (filed as Exhibit
10.25 to the Company's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1990 (File No. 0-3207) and
incorporated herein by reference).
99.2 Form of Stock Option Agreement.
99.3 Form of 1995 Non-Qualified Stock Option
Agreement (filed as Exhibit 10.6 to the
Company's Registration Statement on Form
SB-2, dated November 12, 1996 (File No.
333-13703) and incorporated herein by
reference).
99.4 Form of 1996 Non-Qualified Stock Option
Agreement (filed as Exhibit 10.7 to the
Company's Registration Statement on Form
SB-2, dated November 12, 1996 (File No.
333-13703) and incorporated herein by
reference).
April 21, 1997
Barringer Technologies Inc.
219 South Street
Murray Hill, New Jersey 07974
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 437,875 shares (the "Option Shares") of common stock,
par value $.01 per share (the "Common Stock"), of Barringer Technologies Inc., a
Delaware corporation (the "Company"), to be issued and sold pursuant to the
Company's 1990 Stock Option Plan (the "Plan") and certain individual stock
option agreements between the Company and certain of its employees and
non-employee directors (the "Agreements"), 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 such examination, we advise you that, in our opinion,
when the Option Shares have been duly issued as contemplated by the Plan and the
Agreements in exchange for payment in full of the exercise price therefor,and
assuming that the number of shares of Common Stock then outstanding does not
exceed the number of shares of Common Stock then authorized, such Option 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
Company's Registration Statement on Form S-8 regarding the shares of Common
Stock to be issued and sold under the Plan and the Agreements, respectively. 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, P.A.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Barringer Technologies, Inc.
Murray Hill, New Jersey
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 12, 1997, relating to the consolidated financial statements and
schedule of Barringer Technologies Inc. appearing in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1996.
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
April 21, 1997
EXHIBIT 99.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT made on _____________________ between BARRINGER
TECHNOLOGIES, INC. (hereinafter called the "Company") and
___________________________ (hereinafter called the "Optionee"), who is an
employee of the Company or one or more of the Company's subsidiaries.
W I T N E S S E T H T H A T:
1. Shares Subject to Option. Pursuant to the provisions of the 1990
Non-Qualified Stock Option Plan approved by the Stockholders of the Company on
February 12, 1991, the Company hereby grants to the Optionee an option to
purchase ___________ shares of Common Stock ($.01 par value) of the Company
(hereinafter called the "Optioned Shares") at a price of $_______ (U.S.) per
share (the "Option Price"), in accordance with such authority and subject to the
terms and conditions and within the period of time hereinafter set forth. The
Option granted herein is intended as a non-qualified stock option.
2. Terms and Exercise of Option. The Option hereby granted (the "Option")
may be exercised by the Optionee as to sixty percent (60%) of the Optioned
Shares caused hereby after [two years from the date of grant], eighty percent
(80%) after [three years from the date of grant] and one hundred percent (100%)
after [four years from the date of grant] (subject to the conditions set forth
in Clause 3 below).
At the time of exercise of the Option, the Option Price of each share
purchased thereto shall be paid in full in cash and the Company, upon receipt of
such Option Price, will cause certificates for shares purchased thereunder to be
delivered to the person entitled thereto. 3. Conditions to Exercise. Exercise of
the Option as hereinabove provided shall be subject to the following express
conditions precedent:
The Optionee shall have remained in the continuous employ of the Company or
a subsidiary of the Company from the date of grant of the Option until the date
of exercise thereof except that:
(i) in the event of the death of the Optionee subsequent to two
years of continuous employment with the Company or a
subsidiary and during the continuance of such employment,
the Option shall be exercisable at any time or from time to
time prior to the expiration date of the Option set forth in
Clause 2 above by the estate of such deceased Optionee or by
any person who shall acquire the right to exercise such
Option by bequest or inheritance up to the full number of
shares the deceased was entitled to purchase and receive
delivery of as of the date of death; and
(ii) in the event of termination of the Optionee's employment by
the Company or a subsidiary for any cause other than death,
the Option may be exercised by the Optionee within three
months after such termination of employment in whole or in
part to the full number of Optioned Shares which the
Optionee might have purchased immediately prior to the such
termination of employment.
4. Option Non-Transferable. This Option may not be transferred by the
Optionee otherwise than by Will or by the laws of the descent and distribution
and may be exercised during the lifetime of the Optionee only by him.
5. Continuation of Employment. This Agreement shall not be construed as
giving the Optionee any right to be retained in the employment of the Company or
any of its subsidiary companies or to affect or limit in any way the right of
the Company or of any of its subsidiary companies to terminate the employment of
the Optionee at any time with or without cause. This Option hereby granted shall
not be exercisable if such exercise would involve a violation of any applicable
law or regulation by any governmental authority. The Company agrees to make such
reasonable efforts to comply with any applicable state or federal securities law
or regulations as it may in its sole discretion determine are reasonably
necessary and will not subject the Company to unreasonable expenses or
hardships.
6. Adjustment of Option Price and Number of Optioned Shares. In the event
of any reorganization, recapitalization, stock split, stock dividend,
combination or shares, merger, consolidation or other similar change in the
corporate structure or capitalization of the Company or in its Common Stock, the
number of Optioned Shares and the Option and Option Price per share shall be
appropriately adjusted; but no such adjustment in the Option Price shall be made
which would reduce the Option Price per share to less than the par value
thereof.
7. Right of Cancellation. Notwithstanding the foregoing provisions of this
Agreement, the Option may be canceled by the Board of Directors of the Company
at any time prior to the exercise thereof if the Board determines by express
resolution in its sole and absolute discretion that the Optionee has at any time
prior to or after the date hereof intentionally committed an act materially
inimical to the interests of the Company or of any subsidiary of the Company.
OPTIONEE: BARRINGER TECHNOLOGIES, INC.
___________________________ By:__________________________
Optionee , President
___________________________
Witness
