SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------------------------
Barringer Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-0720473
(State of incorporation or organization) (IRS Employer Identification No.)
219 South Street, Murray Hill, New Jersey 07974
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On August 26, 1998, the Board of Directors of Barringer Technologies,
Inc., a Delaware corporation (the "Company"), declared a dividend payable on
September 9, 1998 of one right (a "Right") for each outstanding share of common
stock, par value $.01 per share, of the Company held of record at the close of
business on September 8, 1998, or issued thereafter and prior to the Separation
Time (as defined in the Rights Agreement referred to below) and thereafter
pursuant to options and convertible securities outstanding at the Separation
Time. The Rights will be issued pursuant to a Stockholder Protection Rights
Agreement, dated as of August 26, 1998 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as Rights Agent.
The description of the Rights contained in the Company's Current
Report on Form 8-K dated August 26, 1998 is hereby incorporated by reference
herein.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the form of Certificate of
Designation and Terms of the Participating Preferred Stock) is attached hereto
as an exhibit and is hereby incorporated herein by reference. The description of
the Rights incorporated by reference to the Company's Current Report on Form
8-K, dated August 26, 1998, is qualified in its entirety by reference to the
Rights Agreement and such exhibits thereto.
Item 2. Exhibits.
Exhibit No. Description
1. Rights Agreement.
2. Forms of Rights Certificate and of Election to
Exercise, included in Exhibit A to the Rights
Agreement.
3. Form of Certificate of Designation and Terms of
Participating Preferred Stock, included in Exhibit B
to the Rights Agreement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BARRINGER TECHNOLOGIES INC.
By: /s/ Stanley S. Binder
Name: Stanley S. Binder
Title: Chairman of the Board
and Chief Executive Officer
Date: September 2, 1998
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
1. Stockholder Protection Rights
Agreement, dated as of August 26,
1998 (the "Rights Agreement"),
between Barringer Technologies, Inc.
and American Stock Transfer &
Trust Company, as Rights Agent
(previously filed as Exhibit 4.1 to the
Company's Current Report on Form
8-K, dated August 26, 1998, and
incorporated herein by reference).
2. Forms of Rights Certificate and
of Election to Exercise, included
in Exhibit A to the Rights
Agreement.
3. Form of Certificate of Designation
and Terms of Participating Preferred
Stock of the Company, included in
Exhibit B to the Rights Agreement.
