Registration No. 333-13703
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM SB-2
ON
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
219 South Street
Murray Hill, New Jersey 07974
(908) 665-8200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Stanley S. Binder
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 PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement and thereafter
as determined by holders of Warrants.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. |_|
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This Amendment to the Registation Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(c) of the Securities Act of
1933, may determine.
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PROSPECTUS
362,075 Shares of Common Stock
BARRINGER TECHNOLOGIES INC.
This Prospectus relates to 362,075 shares of common stock, par value $0.01
per share ("Common Stock"), of Barringer Technologies Inc. (the "Company"),
which are issuable upon the exercise of 1,448,300 Common Stock Purchase Warrants
(the "Warrants") of the Company. The Warrants are exercisable until November 12,
1999 and entitle the holder thereof to purchase one-quarter of one share of
Common Stock at a price of $9.847 per share. The exercise price of the Warrants
and the number of shares issuable upon exercise of the Warrants are subject to
adjustment under certain circumstances. The Warrants are redeemable by the
Company for $0.25 per Warrant (subject to adjustment under certain
circumstances), upon not less than 30 days' prior written notice, if the closing
bid price of the Common Stock averages in excess of 200% of the exercise price
of the Warrants for a period of 30 days ending within 15 days of the redemption
notice date.
If the Warrants are exercised in full, the Company would receive proceeds
of approximately $3.6 million (prior to the deduction of fees and expenses
payable in connection with this Offering). Other than the proceeds received by
the Company from the exercise of the Warrants, the Company will not receive any
of the proceeds from the sale of the Common Stock offered hereby. The Company
estimates that its expenses in connection with this offering of the Common Stock
(the "Offering") will be approximately $15,000.
The Common Stock and the Warrants are included in the Nasdaq National
Market under ther symbols "BARR" and "BARRW", respectively. On May 1, 1998, the
last sale price of the Common Stock as reported on the Nasdaq National Market
was $12-3/8 per share, and the last sale price of the Warrants as reported on
the Nasdaq National Market System was $1-1/16 per warrant.
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See "Risk Factors" on page 4 for certain factors which
should be considered by prospective purchasers of the
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 _______, 1998.
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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 Seven 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 and the Warrants are included in the Nasdaq National Market under the
symbols BARR and BARRW, respectively, and reports, proxy statements and other
information regarding the Company such information may be inspected and copied
at the offices of the Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on Form
SB-2, as amended by this Post-Effective Amendment on Form S-3 (together with all
respective amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the 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 Securities offered hereby, reference is made to the Registration
Statement and the related exhibits. 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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INCORPORATION OF CERTAIN DOCUMENTS 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, 1997; 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 being made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus. The
Company hereby undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any or all of the
documents referred to above under "Incorporation of Certain Documents 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 certain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act that are based on the beliefs of the
Company's management as well as assumptions made by and information currently
available to the Company's management. When used in this Prospectus, the words
"estimate," "project," "believe," "anticipate," "intend," "expect," "plan,"
"predict," "may," "should," "will," the negative thereof and similar expressions
are intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Factors that could cause actual results to differ
materially from the Company's expectations are set forth below under "Risk
Factors," including, but not limited to, "Dependence on Government 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 "Risks Associated with Acquisition Strategy." Other factos may be
described from time to time in the Company's public filings with the Securities
and Exchange Commission, news releases and other communications. These
forward-looking statements speak only as of the date hereof. The Company does
not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. In addition
to the other information contained in this Prospectus or incorporated by
reference, the following risk factors should be considered carefully in
evaluating the Company, its business and an investment in the Common Stock
offered hereby.
Dependence on Government 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. The Company expects that a
substantial portion of current and anticipated purchases of advanced detection
equipment will continue to be made by government agencies with appropriated
funds. For instance, sales to FAA constituted approximately 14.8% of the
Company's revenues for the fiscal year ended December 31, 1997.
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 any government agencies.
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 large orders for multiple
IONSCAN(R)s from a limited number of customers. 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 year ended December 31, 1997,
approximately $8.3 million, or 36.7%, of the Company's revenues were generated
from sales to the Company's three largest customers. During the year ended
December 31, 1996, revenues from the Company's three largest customers were
approximately $2.8 million, or 39.3%, of the Company's revenues. A significant
portion of the Company's anticipated future revenues are expected to 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. There can be no assurance that markets for the IONSCAN(R) or the
Company's other current or future products 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 or acquire new products and technologies that
incorporate technological advances, keep pace with evolving industry standards
and respond to changing customer requirements. If the Company is
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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, and may incur
significant charges or expenses in connection with acquisitions and strategic
relationships, 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 substantially derived from sales of IONSCAN(R)s to a limited
number of customers and such revenues are 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.
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.
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Competition
The Company competes with other entities, including Intelligent Detection
Systems Inc., Ion Track Instruments Inc. and Thermedics Detection 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,
such as InVision Technologies, Inc. and Vivid Technologies, Inc., utilizing
other types of detection technologies, including enhanced x-ray, CATSCAN and
other bulk imaging technologies, as well as with manufacturers of other 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.
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 placement of an order.
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, or to what extent,
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
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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, are manufactured pursuant to the Company's 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. Further, there can be no assurance that the Company can
sustain its recent rapid growth.
Risks Associated with Acquisition Strategy
An element of the Company's strategy is to seek acquisition partners that would
complement the Company's existing product offerings, augment its market
coverage, enhance its technological capabilities or otherwise offer growth
opportunities. Although the Company has no present understandings, commitments
or agreements with respect to any material acquisition of any business, products
or technologies, the Company may make such acquisitions in the future. Future
acquisitions by the Company could result in potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities,
amortization expenses relating to goodwill and other intangible assets, and the
incurrence of significant charges or expenses relating to any acquired business,
any of which could materially and adversely affect the Company's business,
financial condition and results of operations. Acquisitions entail numerous
risks, including difficulties in the assimilation of acquired businesses,
products and technologies, diversion of management's attention from other
business concerns, risks of entering markets in which the Company has no or
limited prior experience and potential loss of key employees of acquired
organizations. The Company's management has limited experience in assimilating
acquired organizations. No assurance can be given as to the ability of the
Company to integrate successfully any businesses, products, technologies or
personnel that might be acquired in the future, and
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the failure of the Company to do so 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 and product offerings 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
$10.0 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.
Shares Eligible For Future Sale
Assuming that all of the Warrants covered hereby are exercised, 8,207,198 shares
of Common Stock will be outstanding. All of the shares offered hereby will be
freely tradable unless acquired by affiliates of the Company. The remaining
7,845,123 shares that will be outstanding upon completion of this Offering are
freely tradable. An additional 1,183,836 shares of Common Stock are issuable
upon the exercise or conversion of outstanding stock options, warrants and
convertible securities outstanding as of April 30, 1998, 1,058,836 of which have
been 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. In connection with a recent public offering by the
Company, certain officers and directors of the Company, who held an aggregate of
709,621 shares of Common Stock (including 534,550 shares issuable upon exercise
or conversion of outstanding options, warrants and convertible securities) as of
February 1, 1998, agreed not to offer or sell, directly or indirectly, any
securities of the Company in the public market for a period of 90 days from
March 30, 1998 (subject to certain exceptions) without prior written consent of
the representatives of the underwriters of such offering.
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 or the Warrants. 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
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such sales might occur, could adversely affect prevailing market prices for the
Common Stock or the Warrants. 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.
Effects of Warrants
Holders of the Warrants will have the opportunity to profit from a rise in the
market price of the Common Stock without assuming the risk of ownership of the
shares of Common Stock issuable upon the exercise of such Warrants, with a
resulting dilution in the interests of the Company's stockholders by reason of
exercise thereof at a time when the exercise price is less than the market price
for the Common Stock. Further, the terms on which the Company could obtain
additional capital during the life of the Warrants may be adversely affected.
Holders of Warrants may be expected to exercise their Warrants at a time when
the Company could, in all likelihood, obtain any needed capital by an offering
of Common Stock on terms more favorable than those provided by such Warrants.
Possible Redemption of Warrants
The Warrants are redeemable by the Company for $0.25 per Warrant (subject to
adjustment under certain circumstances), upon not less than 30 days' prior
written notice, if the closing bid price of the Common Stock averages in excess
of 200% of the exercise price of the Warrants for a period of 30 days ending
within 15 days of the redemption notice date. Redemption of the Warrants could
force the holders thereof to exercise earlier than they would otherwise have, to
exercise at a time when it may be disadvantageous for holders to do so or to
sell at the then-current market price when holders might otherwise wish to
retain their Warrants for possible appreciation. Alternatively, the holders may
accept the redemption price when it is likely to be substantially less than the
then-current market value thereof. Any holders who do not exercise their
Warrants prior to redemption will forfeit the right to purchase the shares of
Common Stock underlying such Warrants.
Current Prospectus to Exercise Warrants
The Warrants are not exercisable unless, at the time of exercise, the Company
has a current prospectus covering the shares of Common Stock issuable upon
exercise of such Warrants. In addition, in the event that any holder of Warrants
attempts to exercise such Warrants at any time after nine months from the date
of this Prospectus, the Company may be required to file a post-effective
amendment and deliver a current prospectus before the Warrants can be exercised.
Although the Company has undertaken to use its best efforts to maintain a
current prospectus covering the Common Stock issuable upon exercise of the
Warrants, there is no assurance that the Company will be able to do so. The
value of the Warrants may be greatly reduced if a current prospectus covering
the Common Stock issuable upon exercise of the Warrants is not kept effective.
Absence of Public Market for Warrants; Potential Volatility of Stock Price
While the Warrants trade sporadically on the Nasdaq National Market System,
there can be no assurance that an active trading market in the Warrants will be
developed or, if developed, be maintained. As a result, holders of the Warrants
may have difficulty selling, or otherwise disposing of, the Warrants. In
addition, 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 following the completion of this Offering.
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 80.0% of the outstanding shares of Common Stock for the
approval of any merger, consolidation or other combination with, or sale, lease
<PAGE>
or exchange of all or substantially all of the assets of the Company to, another
entity holding more than 10.0% 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 restricts certain
persons from engaging in business combinations with the Company.
<PAGE>
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 ion mobility spectrometry
("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
objective is to leverage its position as the world's leading provider of trace
detection systems in its core markets and to become a leading supplier of other
advanced technology security solutions. The Company intends to achieve this
objective by further penetrating its existing markets, leveraging its IMS
technology for new applications, pursuing strategic relationships and
acquisitions and expanding its sales and marketing capabilities.
The Company's current principal product, the IONSCAN(R), is a portable
desktop system used in explosives detection and drug interdiction applications.
As of December 31, 1997, the Company had sold over 700 units (including 335
during 1997) 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
Federal Aviation Administration, the U.S. Air Force, 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, Australia 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 in countries throughout the world,
including Gatwick Airport and Heathrow Airport in the United Kingdom, John F.
Kennedy International Airport and Chicago O'Hare International Airport in the
United States and Kuala Lumpur Airport in Malaysia, as well as 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 computer aided tomography.
The Company believes that many of the markets it serves are experiencing
substantial growth, principally in reaction to heightened safety concerns caused
by the threat of terrorism and growing public awareness of drug-related criminal
activity. The Company believes that the deployment of advanced detection
equipment, such as the IONSCAN(R), will continue to increase as the acceptance
of using such equipment to combat these concerns increases. In January 1998, the
Company received a $5.4 million order from the FAA as part of the FAA's publicly
announced intention to further deploy advanced detection technology at the
nation's larger airports. In addition, during 1997, the Company sold a number of
IONSCAN(R)s to the U.S. Air Force for use in securing certain U.S. Air Force
bases in the U.S. and abroad. Also in 1997, the Company sold $2.5 million of
IONSCAN(R)s to a correctional agency to assist in stemming the flow of illegal
drugs to inmates.
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, Paris and Kuala Lumpur. In addition, the Company
utilizes a network of 45 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.
<PAGE>
USE OF PROCEEDS
If the Warrants are exercised in full at $9.847 per warrant, the Company
would receive gross proceeds of approximately $3.6 million (prior to the
deduction of fees and expenses incurred in connection with this Offering). Other
than the proceeds received by the Company from the exercise of the Warrants, the
Company will not receive any of the proceeds from the sale of the Common Stock
offered hereby. The Company estimates that its expenses in connection with the
Offering will be approximately $15,000. The Company intends to use the net
proceeds, if any, from the exercise of the Warrants for general corporate
purposes.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be offered and sold from time to time
by the Company upon exercise of the Warrants by the holders thereof. The
Warrants may be exercised by the holders thereof by tendering the exercise
price, together with the warrant certificate and exercise form, to the Company
before November 12, 1999, the expiration date of the Warrants.
The distribution of the Common Stock issuable upon exercise of the Warrants
by the holders thereof, or by their respective 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 the holders thereof. In addition, any such holders which are deemed
to be "affiliates" as defined under Rule 405 of the Securities Act, may make
sales of the Common Stock 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, the holders of the Common Stock may from time to time offer
any or all of such 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 the
original holders and/or purchasers of the Common Stock for whom they may act as
agents (which compensation may be in excess of customary commissions). In
addition, the holders of such Common Stock 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 holders thereof 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.
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
PC, Roseland, New Jersey.
EXPERTS
The financial statements and schedule of the Company included in the 1997
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 delivery of this
Prospectus nor any sale made hereunder shall, 362,075 Shares
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 BARRINGER TECHNOLOGIES INC.
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 PROSPECTUS
solicitation is unlawful. ______________
---------------------
TABLE OF CONTENTS
Page _______, 1998
Available Information................................ 2
Incorporation of Certain
Documents by Reference............................. 2
Forward-Looking Statements........................... 3
Risk Factors......................................... 4
The Company.......................................... 11
Use of Proceeds...................................... 12
Plan of Distribution................................. 12
Securities and Exchange Commission's
Position on Indemnification........................ 13
Legal Matters........................................ 13
Experts ............................................ 13
<PAGE>
II-4
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table lists the expenses which will be incurred in connection
with the issuance and distribution of the Securities being registered ($45,312
in the aggregate, consisting of the filing fee payable to the Securities and
Exchange Commission and the listing fee payable to the Nasdaq National Market
for all securities registered pursuant to the Company's Registration Statement
on Form SB-2, as amended hereby, were previously paid by the Company).
Expense
Accounting Fees and Expenses $5,000
Legal Fees and Expenses 5,000
Blue Sky Fees and Expenses 1,000
Printing and Engraving 1,000
Miscellaneous 3,000
-----
TOTAL $15,000
All of the above amounts (other than the filing fee payable to the
Securities and Exchange Commission and the listing fee payable to the Nasdaq
National Market System) are estimates only. All of the above expenses will be
paid by the Company.
Item 15. Indemnification of Directors and Officers
The Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), and 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 settlement 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.
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
<PAGE>
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 16. Exhibits The following exhibits are filed as part of this
Registration Statement:
3.1 Certificate of Incorporation of the Company, as amended (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).
3.2 By-laws of the Company (previously filed as Exhibit 3.2A to the Company's
Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994
(File No. 0-3207) and incorporated herein by reference).
4.1 Form of Warrant Agreement (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-13703) and incorporated
herein by reference).
5.1 Opinion of Lowenstein Sandler PC.*
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)*
24.1 Power of Attorney (included on signature page).*
- ------------
* Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information with
respect to the plan of distribution.
Provided, however, that paragraphs (1)(i) and (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 Company 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to its
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Murray Hill, State of New Jersey, on May 5,
1998.
BARRINGER TECHNOLOGIES INC.
By: /s/Stanley S. Binder
---------------------------
Stanley S. Binder, President
and Chief Executive Officer
Signature Title
/s/Stanley S. Binder President, Chief Executive Officer
- ------------------------------------ (Principal Executive Officer) and Director
Stanley S. Binder
*
- ------------------------------------
John D. Abernathy Director
*
- ------------------------------------
Richard D. Condon Director
*
- ------------------------------------
John H. Davies Director
*
- -----------------------------------
John J. Harte Director
*
- -----------------------------------
James C. McGrath Director
/s/Richard S. Rosenfeld
- -----------------------------------
Richard S. Rosenfeld Vice President-Finance, Chief Financial
Officer and Treasurer (Principal
Accounting and Principal Financial Officer)
*By:/s/Stanley S. Binder
_________________________
Stanley S. Binder
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Certificate of Incorporation of the Company, as amended (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).
3.2 By-laws of the Company (previously filed as Exhibit 3.2A to the Company's
Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994
(File No. 0-3207) and incorporated herein by reference).
4.1 Form of Warrant Agreement (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-13703) and incorporated
herein by reference).
5.1 Opinion of Lowenstein Sandler PC.*
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1)*
24.1 Power of Attorney (included on signature page).*
- ------------
* Previously filed.
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 of our report dated February
19, 1998 (March 13, 1998 as to Note 16), 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, 1997.
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
May 1, 1998
