Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
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 (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)
------------------------
1997 Stock Compensation Program
(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
------------------------
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount of
Securities to Amount to be Maximum Offering Aggregate Registration
be Registered Registered Price per Share (2) Offering Price (2) Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 600,000 $13.00 $7,800,000 $2,364
shares (1)
- --------------------------------------------------------------------------------
(1) Plus such additional shares of Common Stock as may be issuable pursuant to
the anti-dilution provisions of the Company's 1997 Stock Compensation Program,
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 $13.00 per share, which was the average of the high and low sales
prices of the Common Stock as reported on the Nasdaq National Market on
September 5, 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 600,000 shares of common stock, par value $.01 per share
("Common Stock"), of Barringer Technologies Inc. (the "Company") in connection
with the Company's 1997 Stock Compensation Program (the "Program"), 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 Program
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.
<PAGE>
REOFFER PROSPECTUS
127,500 Shares
BARRINGER TECHNOLOGIES INC.
Common Stock
This Prospectus relates to 127,500 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"), 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 "Securities Act").
The shares of Common Stock being offered hereby were acquired by the
Selling Securityholders pursuant to the Company's 1997 Stock Compensation
Program (the "Program") 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 $1,249,312 upon the issuance
of the Common Stock covered hereby in connection with the exercise of options
granted pursuant to the Program. 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 September 5, 1997, the last sale price of the Common Stock as reported
on The Nasdaq National Market was $13.975 per share.
-----------------------------------
See "Risk Factors" on page 5 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 8, 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 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.
-------------------------------------------
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 Company's Quarterly Reports on Form 10-QSB for the periods ended
March 30, 1997 and June 30, 1997; 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 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,
Murray Hill, 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 application of and markets for the IONSCAN(R) technology, the development of
new products, the probability of the Company's success in the sale of
IONSCAN(R)s in current or future markets, the potential effect of governmental
regulations and directives changing security requirements, the ability of the
IONSCAN(R) to satisfy any certification protocol adopted by the Federal Aviation
Administration (the "FAA") or any other government agency, the amount and timing
of domestic and foreign government appropriations for the development and
deployment of advanced detection technology and the Company's 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 contained or incorporated by reference herein.
Important factors that could contribute to such differences are set forth herein
under "Risk Factors," including, but not limited to, "Dependence on and Effects
of Government Regulation and Procurement Policies," "Dependence on Large Orders;
Customer Concentrations," "Dependence on IONSCAN(R) and Market Acceptance,"
"Dependence on New Product Development; Technological Advancement," Limited
Proprietary Technology," "Fluctuations in Operating Results," "Competition,"
"Lengthy Sales Cycle," "International Business; Risk of Change in Foreign
Regulations; Fluctuations in Exchange Rates," "Dependence on Limited Number of
Suppliers," "Ability to Manage Rapid Growth" and History of Losses; Cash
Constraints."
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:
Dependence on and Effects of Government Regulation and Procurement Policies
The Company's business is dependent upon purchases of IONSCAN(R)s by
government agencies. Budgetary allocations for detection equipment are
dependent, in part, upon government policies that fluctuate from time to time in
response to political and other factors, including the public's perception of
the threat of airline bombings and other terrorist acts. Growth in the Company's
business is substantially dependent upon the adoption and implementation of
regulations or requirements in the aviation security market, particularly in the
United States, resulting in the use of advanced explosives detection systems,
including trace particle detection equipment. The Company expects that a
substantial portion of current and anticipated purchases of advanced detection
equipment in the aviation security market will be made by the FAA with
appropriated funds. In addition, growth in the Company's business will also be
dependent on continued government purchases of IONSCAN(R)s for drug interdiction
applications. A reduction of funding for security efforts or drug interdiction
could materially and adversely affect the Company's business, financial
condition and results of operations. There can be no assurance that funding for
the purchase of such equipment will be continued or as to the level of such
funding. A substantial amount of the funds appropriated to date have been and
amounts appropriated in the future will continue to be used to purchase
equipment utilizing other technologies, such as enhanced x-ray, computer aided
tomography("CATSCAN") and other bulk imaging technologies. 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 Company's products will meet any certification or other
requirements that may be adopted by the FAA or any other government agency.
Dependence on Large Orders; Customer Concentrations
In any given fiscal year, the Company's revenues have principally
consisted, and the Company believes will continue to consist, of orders for
multiple IONSCAN(R)s from a limited number of customers. For example, during the
first half of 1997, the Company received large orders for its IONSCAN(R) from
the FAA and the U.S. Coast Guard. While the number and identity of the Company's
customers may vary from period to period, the Company is nevertheless dependent
upon these multiple orders for a substantial portion of its revenues. There can
be no assurance that the Company will obtain such multiple orders on a
consistent basis. During the first half of 1997, approximately $4.8 million, or
51.2%, of the Company's revenues were generated from sales to the Company's
three largest customers. During the fiscal year ended December 31, 1996,
revenues from the Company's three largest customers were approximately $4.3
million, or 39.3%, of the Company's revenues. The Company anticipates that a
significant portion of its future revenues will result from orders from the FAA.
The Company's inability to obtain sufficient multiple orders or to expand its
customer base could have a material adverse effect on the Company's business,
financial condition and results of operations.
Dependence on IONSCAN(R) and Market Acceptance
The Company derives substantially all of its revenues from the sale of
IONSCAN(R)s and its future profitability is substantially dependent on the
Company's ability to market the IONSCAN(R) successfully. There can be no
assurance that markets for IONSCAN(R) technology 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 products that
incorporate technological advances, keep pace with evolving industry standards
and respond to changing customer requirements. 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, financial condition and results of operations would be materially and
adversely affected.
In addition, from time to time the Company or its present or potential
competitors may introduce new products, capabilities or technologies that have
the potential to replace, shorten the life spans of, or render obsolete the
Company's existing products. There can be no assurance that the Company will be
successful in convincing potential customers that the IONSCAN(R) is superior to
such other systems or products, that new systems with comparable or greater
performance, lower prices and faster or equivalent throughput will not be
introduced, or that, if such products are introduced, customers will not delay
or cancel existing or future orders for the IONSCAN(R). 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, financial condition and
results of operations.
Limited Proprietary Technology
Certain of the technology used in the IONSCAN(R) is licensed by the Company
from the Canadian government pursuant to a license agreement that expires in
March 1999, subject to the Company's right to extend on a year-to-year basis
through March 2009. While the Company holds patents relating to certain
components, systems and techniques used in the IONSCAN(R) and while certain
other elements of the IONSCAN(R) are protected by other intellectual property
rights, the Company has no comprehensive patent or similar exclusive
intellectual property right covering the IONSCAN(R) in its entirety. In
addition, the basic IMS technology used by the Company is not proprietary and is
available in the public domain. Accordingly, present and potential competitors
could use such basic technology to duplicate the performance of the IONSCAN(R).
Fluctuations in Operating Results
The Company's past operating results have been, and its future operating
results will be, subject to fluctuations resulting from a number of factors,
including: the timing and size of orders from, and shipments to, major
customers; budgeting and purchasing cycles of its customers; delays in product
shipments caused by customer requirements or the inability of customers to
accept shipments; the timing of enhancements to the IONSCAN(R) by the Company or
new products introduced by the Company or its competitors; changes in pricing
policies by the Company, its competitors or suppliers, including possible
decreases in average selling prices of the IONSCAN(R) in response to competitive
pressures; the proportion of revenues derived from competitive bid processes;
the mix between sales to domestic and international customers; market acceptance
of enhanced versions of the IONSCAN(R); the availability and cost of key
components; the availability of manufacturing capacity; and fluctuations in
general economic conditions. The Company also may choose to reduce prices or to
increase spending in response to competition or to pursue new market
opportunities, all of which may have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's revenues
in any period are derived from sales of IONSCAN(R)s to a limited number of
customers and are generally recognized upon shipment. As a result, variations in
the number of orders or the timing of shipments may cause the Company's
quarterly and annual operating results to vary substantially. See "--Dependence
on Large Orders; Customer Concentrations."
Moreover, government agencies and certain 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. Because the Company generally
recognizes substantially all of the revenue from a sale upon shipment, and
because 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 and the
predictability of such quarterly results.
Competition
The Company competes with other entities, including Thermedics Detection
Inc., InVision Technologies, Inc. and Vivid Technologies, Inc., a number of
which have significantly greater financial, marketing and other resources than
the Company. Principal competitive factors include selectivity (the ability of
an instrument to identify the presence of a particular substance), sensitivity
(the ability of an instrument to detect small amounts of a particular
substance), false alarm rate, price, marketing, ease of use and speed of
analysis. There can be no assurance that the Company will be able to continue to
compete successfully with its competitors or be able to compete with new market
entrants or in new markets that may develop.
The Company competes for government expenditures with equipment
manufacturers utilizing other types of detection technologies, including
enhanced x-ray, CATSCAN and other bulk imaging technologies, as well as with
manufacturers of other ion mobility spectrometry ("IMS") equipment and
manufacturers using other trace particle detection technologies, such as gas
chromatography and chemiluminescence.
The Company also competes with the use of canines to locate the presence of
explosives or drugs.
As a result of recent government initiatives, the Company anticipates that
additional technologies, including improved IMS technologies, will be developed
and that new competitors will enter the Company's markets. The failure of the
Company to develop improvements or otherwise successfully compete in its markets
would have a material adverse effect on the Company's business, financial
condition and results of operations. See "--Dependence on and Effects of
Government Regulation and Procurement Policies."
Lengthy Sales Cycle
The Company's sales process is often protracted due to the lengthy approval
processes that typically accompany government expenditures. Typically, six to 12
months may elapse between a new customer's initial evaluation of the IONSCAN(R)
and the execution of a contract. See "--Fluctuations in Operating Results."
International Business; Risk of Change in Foreign Regulations; Fluctuations in
Exchange Rates
The Company markets its products to customers outside of the U.S. and,
accordingly, is exposed to the risks of international business operations,
including unexpected changes in foreign and domestic regulatory requirements,
possible foreign currency controls, uncertain ability to protect and utilize its
intellectual property in foreign jurisdictions, currency exchange rate
fluctuations or devaluations, tariffs or other barriers, difficulties in
staffing and managing foreign operations, difficulties in obtaining and managing
vendors and distributors and potentially negative tax consequences.
International sales are subject to certain inherent risks including embargoes
and other trade barriers, staffing and operating foreign sales and service
operations and collecting accounts receivable. The Company is also subject to
risks associated with regulations relating to the import and export of high
technology products. The Company cannot predict whether quotas, duties, taxes or
other charges or restrictions upon the importation or exportation of the
Company's products in the future will be implemented by the U.S. or any other
country. There can be no assurance that any of these factors will not have a
material adverse effect on the Company's business, financial condition and
results of operations.
A portion of the Company's revenues and expenses are denominated in foreign
currencies. Fluctuations in currency exchange rates could adversely affect the
Company's profitability and could cause the Company's products to become
relatively more expensive to customers in a particular country, leading to fewer
sales or reduced selling prices in that country. As a result, the Company is
exposed to a certain degree of exchange rate risk. The Company generally does
not hedge its foreign exchange exposure. There can be no assurance that the
Company will not experience material losses in the future as a result of
currency fluctuations or that any such losses will not have a material adverse
effect on the Company's business, financial condition and results of operations.
Dependence on Limited Number of Suppliers
Certain key components used in the Company's products have been designed by
the Company to its specifications and are currently purchased from only one or a
limited number of suppliers. The Company currently does not have long-term
agreements with these suppliers. Moreover, in view of the high cost of many of
these components, the Company does not maintain significant inventories of some
necessary components. Recently, the Company has significantly increased its
purchases of certain components to meet expected demand for the IONSCAN(R). As a
result, in certain circumstances, the Company has had to enter into new supply
relationships in order to satisfy its increased demand for components and may be
required to do so in the future. If the Company's suppliers were to experience
financial, operational, production or quality assurance difficulties, the supply
of components to the Company would be reduced or interrupted. In the event that
a supplier were to cease operations, discontinue production of a component or
withhold supply for any reason, the Company might be unable to acquire certain
components from alternative sources, to find alternative third-party
manufacturers or sub-assemblers, or to obtain sufficient quantities of certain
components, which could result in delays or interruptions in product shipments,
and could have a material adverse effect on the Company's business, financial
condition and results of operations.
Ability to Manage Rapid Growth
The Company has rapidly expanded its business operations as a result of
increased demand for the IONSCAN(R), which has placed significant demands on the
Company's manufacturing, management and working capital resources and operating,
management and financial control systems. Failure to maintain needed resources
or to enhance the Company's operating, management and financial control systems
as and when necessary, or difficulties encountered during such enhancements,
could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company's future growth also will
depend on its ability to continue to improve and expand its engineering and
technical resources and to attract, retain and motivate key personnel. The
failure of the Company to increase its revenues sufficiently to compensate for
increased expenses resulting from current or future expansion, or the Company's
failure to otherwise adequately manage the growth of its business, would have a
material adverse effect on the Company's business, financial condition and
results of operations.
History of Losses; Cash Constraints
The Company sustained net losses of $2.6 million and $827,000 for the years
ended December 31, 1994 and 1995, respectively, and had an accumulated deficit
of $12.3 million at June 30, 1997. Although the Company generated net income of
$2.1 million and $2.3 million for the year ended December 31, 1996 and the six
months ended June 30, 1997, respectively, the Company used $1.4 million and $1.3
million, respectively, of cash in operations during such periods as a result of
the need for working capital to support higher levels of accounts receivable and
inventory. The Company's failure to generate positive operating cash flow or to
maintain other sources of working capital could result in significant cash
shortages that could have a material adverse effect on the Company's business,
financial condition and results of operations.
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 from time to time the Company has provided extended
warranties. 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. Increased warranty claims could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Potential Product Liability Insurance Limits
The Company currently maintains product liability insurance in the amount
of $5.0 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. The Company believes that, as it
distributes more products into the marketplace and expands its product lines,
its exposure to potential product liability claims and litigation 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 its
existing coverage or obtain additional coverage at commercially reasonable
rates. Product liability losses in excess of insurance coverage could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Volatility of Common 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.
Shares Eligible For Future Sale
Assuming the options covering all of the shares of Common Stock registered
hereby are exercised, as of August 25, 1997, 5,492,429 shares of Common Stock
were outstanding. In addition, in September 1997, the Company filed a
registration statement with the Commission relating to the proposed public
offering of up to 2,300,000 shares of Common Stock. All of the shares offered
hereby and all of the shares issuable upon completion of the proposed public
offering will be freely tradable unless acquired by affiliates of the Company.
An additional 1,485,649 shares of Common Stock are issuable upon the exercise or
conversion of outstanding stock options, warrants and convertible securities,
1,346,649 of which have been registered for resale or, pursuant to the
registration statement of which this Prospectus is a part will be registered for
resale, by the holders thereof and are, therefore, freely tradable and the
balance of which are subject to registration rights pursuant to which the
holders thereof can cause the Company to effect the registration of such shares
for resale.
The Company cannot predict the effect, if any, that sales of additional
shares of Common Stock or the availability of shares for future sale will have
on the market price of the Common Stock. Sales in the public market of
substantial amounts of Common Stock (including shares issued upon the exercise
or conversion of outstanding options, warrants and convertible securities), or
the perception that such sales might occur, could adversely affect prevailing
market prices for the Common Stock. Such sales also may make it more difficult
for the Company to sell equity securities or equity related securities in the
future at a time and price that the Company deems appropriate.
Certain Charter Provisions
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
The Company is the world's leading manufacturer (based on units sold) of
high sensitivity equipment used for detecting and identifying trace amounts of
plastic and other explosives and illegal drugs. The Company designs and produces
products that employ a proprietary application of IMS technology that can detect
and identify targeted compounds in amounts smaller than one-billionth of a gram
in approximately six seconds. The Company's principal product, the IONSCAN(R),
is a portable desktop system. As of June 30, 1997, the Company had sold over 500
units in 39 countries.
The markets for the Company's IONSCAN(R) currently include aviation
security, other transport security, facilities protection, forensics, military,
corrections, customs and law enforcement. The Company's customers include the
FAA, the U.S. Coast Guard, the U.S. Drug Enforcement Agency and the Federal
Bureau of Investigation, as well as customs agencies in France, Canada and Japan
and various prison facilities in the U.S. and elsewhere. The IONSCAN(R) is also
installed at over 40 airports and transportation centers throughout the world,
including Gatwick and Heathrow airports in the United Kingdom, John F. Kennedy
International Airport, certain European Passenger Service terminals and the
Eurotunnel. The Company believes that its principal competitive advantages are
the detection capability, reliability, versatility, cost effectiveness, ease of
use and portability of the IONSCAN(R). These advantages enable the IONSCAN(R) to
be used both in lieu of and in conjunction with bulk imaging technologies, such
as enhanced x-ray and CATSCAN.
The Company believes that many of the markets it serves are experiencing
substantial growth. Recently, growth in the markets for advanced explosives
detection technology has accelerated significantly, principally in reaction to
heightened safety concerns caused by the threat of terrorism. For example, in
October 1996, Congress appropriated $144 million for the procurement of advanced
explosives detection technology for aviation security. Terrorist attacks on bus
and train stations, the World Trade Center and the Alfred R. Murrah Federal
Building in Oklahoma City also have resulted in the deployment of advanced
explosives detection technology for other uses. In addition, according to the
U.S. Office of National Drug Control Policy, use of certain illegal drugs has
increased during the past five years. As a result of increased drug usage, a
heightened public awareness of drug-related criminal activity and the use of
more sophisticated techniques by drug traffickers, government agencies have
increasingly turned to advanced detection technology to assist in their drug
interdiction efforts.
The Company markets its products through a direct sales organization
comprised of 18 sales people located at its headquarters in New Jersey and at
offices in Toronto, London, and Paris. In addition, the Company utilizes a
network of 49 independent sales and service representatives located in Europe,
the Middle East, Africa, Asia, South America and Australia.
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 $1,249,312 upon the issuance of the Common Stock
covered hereby in connection with the exercise of options granted pursuant to
the Agreements. Such net proceeds will be added to the Company's working capital
and will be used for general corporate purposes.
SELLING SECURITYHOLDERS
The 127,500 shares of Common Stock to which this Prospectus relates 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 and
Ludo Daubner. 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 and 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.
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 August 25, 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 (3) 216,136 3.8 37,500 178,636 3.2
John H. Davies (4) 165,732 3.0 25,000 140,732 2.5
Richard S. Rosenfeld (5) 83,536 1.5 19,500 64,036 1.2
Kenneth S. Wood(6) 96,136 1.7 22,500 73,636 1.3
Richard D. Condon (7) 35,500 * 3,000 32,500 *
John J. Harte (8) 63,100 1.1 3,000 60,100 1.1
John D. Abernathy (9) 38,204 * 3,000 35,204 *
James C. McGrath (10) 34,250 * 3,000 31,250 *
David Martinak (11) 11,145 * 5,000 6,145 *
Ludo Daubner (12) 26,613 * 6,000 20,613 *
</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 137,500 shares of Common Stock issuable upon the exercise of
options and 12,500 shares of Common Stock issuable upon the exercise of
warrants owned by Mr. Binder.
(4) Includes 94,500 shares of Common Stock issuable upon the exercise of
options and 12,500 shares of Common Stock issuable upon the exercise of
warrants owned by Mr. Davies.
(5) Includes 69,500 shares of Common Stock issuable upon the exercise of
options and 5,000 shares of Common Stock issuable upon the exercise of
warrants owned by Mr. Rosenfeld. Also includes 3,636 shares of Common Stock
beneficially owned by Richard Rosenfeld as custodian for a minor child.
(6) Includes 82,500 shares of Common Stock issuable upon the exercise of
options.
(7) Includes 25,500 shares of Common Stock issuable upon the exercise of
options and 5,000 shares issuable upon the exercise of warrants owned by
Mr. Condon.
(8) Includes 25,500 shares of Common Stock issuable upon the exercise of
options and 5,000 shares of Common Stock issuable upon the exercise of
warrants owned by Mr. Harte.
(9) Includes 29,250 shares of Common Stock issuable upon the exercise of
options and 2,500 shares of Common Stock issuable upon the exercise of
warrants owned by Mr. Abernathy.
(10) Includes 29,250 shares of Common Stock issuable upon the exercise of
options.
(11) Includes 7,500 shares of Common Stock issuable upon the exercise of
options.
(12) Includes 16,750 shares of Common Stock issuable upon the exercise of
options.
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, 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
The validity of the shares of Common Stock offered hereby have been passed
upon for the Company by Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.,
Roseland, New Jersey.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus as of December 31, 1995 and 1996 and each of the years in the three
year period ended December 31, 1996, 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 reports of such firm given upon their authority as
experts in accounting and auditing.
<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 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 solicitation of
an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
127,500 Shares
BARRINGER TECHNOLOGIES INC.
Common Stock
______________PROSPECTUS______________
---------------------
September 8, 1997
TABLE OF CONTENTS
Page
Available Information................................
Documents Incorporated
by Reference.......................................
Forward-Looking Statements...........................
Risk Factors.........................................
The Company..........................................
Use of Proceeds......................................
Selling Securityholders..............................
Plan of Distribution.................................
Securities and Exchange Commission's
Position on Indemnification........................
Legal Matters........................................
Experts ............................................
<PAGE>
II-6
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 Company's Quarterly Reports on Forms 10-QSB for the periods ended
March 31, 1997 and June 30, 1997; and
(iii)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 de-registers 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
Not applicable.
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 Township of Murray Hill, State of New Jersey, on September 8,
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 September 8, 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 1997 Stock Compensation Program 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
Stanley S. Binder (Principal Executive Officer) and
Director
/s/John D. Abernathy
_________________________ Director
John D. Abernathy
/s/Richard D. Condon
__________________________ Director
Richard D. Condon
/s/John H. Davis
__________________________ Director
John H. Davis
/s/John J. Harte
__________________________ Director
John J. Harte
/s/James C McGrath
__________________________ Director
James C. McGrath
/s/Richard S. Rosenfeld
__________________________ Vice President-Finance, Chief
Richard S. Rosenfeld Financial Officer and Treasurer
(Principal Accounting and
Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
4.1 Certificate of Incorporation of Barringer
Technologies Inc. (previously filed as Exhibit
3.1 to the Company's Registration Statement
on Form SB-2 (File No. 333-33129) and
incorporated herein by reference).
4.2 By-laws of Barringer Technologies Inc.
(previously 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. (included in
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included on the signature page).
September 5, 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 600,000 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 Barringer Technologies
Inc. 1997 Stock Compensation Program (the "Plan"), we have examined such
corporate records, certificates and other documents and such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
shares of Common Stock to be issued under the Plan have been duly authorized
and, when issued in accordance with the terms and conditions of the Plan, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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
LAF:wjh
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Barringer Technologies, Inc.
Murray Hill, New Jersey
We hereby consent to the incorporation by reference in this Registration
Statement 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-K for the year ended December 31, 1996.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement.
/s/BDO SEIDMAN, LLP
__________________________
BDO SEIDMAN, LLP
Woodbridge, New Jersey
September 5, 1997
