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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BARRINGER TECHNOLOGIES INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
68509603
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(CUSIP Number)
Thomas J. Rice
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Exhibit Index: Page 5
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 68509603
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lionheart Group, Inc.
13-3790-376
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 423,100
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 423,100
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
423,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
5.4%
14 Type of Reporting Person*
IA
Page 2 of 5 Pages
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Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Common Stock, par
value $.01 per share (the "Common Stock"), of Barringer Technologies Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 219 South Street, Murray Hill, NJ 07974.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by Lionheart Group,
Inc., a Delaware corporation (the "Reporting Person"). The business address of
the Reporting Person is 230 Park Avenue, Suite 516, New York, NY 10169.
The Reporting Person acts as investment adviser to several private
investment funds and managed accounts which are the ultimate beneficial owners
of the shares to which this statement relates. No such client of the Reporting
Person owns 5% or more of the outstanding Common Stock.
The officers of Lionheart Group, Inc. are C. Duncan Soukup,
President, Vice-President, Secretary and Treasurer. The sole director of
Lionheart Group, Inc. is C. Duncan Soukup. The business address of C. Duncan
Soukup is 230 Park Avenue, Suite 516, New York, NY 10169. The present
occupation of C. Duncan Soukup is President of Lionheart Group, Inc. C. Duncan
Soukup is a citizen of the United Kingdom.
During the last five years, neither the Reporting Person nor C.
Duncan Soukup has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
All of the $2,785,448 used by the Reporting Person to acquire the
423,100 shares of Common Stock of the Issuer (the "Shares") came from the
working capital of the investment funds and managed accounts for whose accounts
such shares were purchased.
Item 4. Purpose of Transaction
The purpose of the acquisition and disposition by the Reporting
Person of the shares of Common Stock is for investment at this time, although
the Reporting Person may, in the future, decide to engage in activities
intended to influence the business strategy or management of the Issuer.
Depending upon market conditions, the availability of funding and
such other circumstances as the Reporting Person deems relevant, the Reporting
Person may acquire additional Shares (in private or open-market transactions)
or sell some or all of the Shares it presently controls.
Except as discussed in response to this item, the Reporting Person
presently has no plans or proposals which relate to or would result in any
events, actions or conditions specified in paragraphs (a) through (j) of the
instructions to Item 4 of Schedule 13D or any similar action, event or
condition.
Page 3 of 5 Pages
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Item 5. Interest in Securities of the Issuer
(a) This Schedule 13D relates to 423,100 shares of Common Stock (the
"Shares") deemed beneficially owned by the Reporting Person, which
constitute approximately 5.4% of the issued and outstanding shares of
Common Stock.
(b) The Reporting Person has sole voting and dispositive power with
respect to the 423,100 Shares.
(c) Within the past sixty days, accounts managed by the Reporting Person
purchased shares of Common Stock on the dates, in the amounts and at
the prices set forth on Exhibit A annexed hereto and incorporated by
reference herein. All of such purchases were made on the open market.
(d) The private investment funds and managed accounts to which the
Reporting Person serves as investment adviser and for whose accounts
the Shares are held have the right to receive dividends from and the
proceeds from the sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as set forth above in Item 2, there exist no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any other persons with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any securities, finders' fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit A: Transactions in Shares of Common Stock Within Past 60
Days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 30, 1998
LIONHEART GROUP, INC.
By:/s/ C. Duncan Soukup
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C. Duncan Soukup, President
Page 4 of 5 Pages
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EXHIBIT A
Transactions in Shares of Common Stock
Within the Past Sixty Days
Date Transaction Amount Price Per Share
---- ----------- ------ ---------------
16-Sep Buy 5,000 $6.7500
17-Sep Buy 8,700 $6.7328
18-Sep Buy 10,000 $7.2125
21-Sep Buy 39,700 $7.6749
22-Sep Buy 9,000 $7.5694
24-Sep Buy 33,800 $7.4375
25-Sep Buy 4,600 $7.6875
29-Sep Buy 21,000 $7.4375
30-Sep Buy 24,400 $7.4611
1-Oct Buy 3,000 $7.4375
5-Oct Buy 10,000 $6.5000
6-Oct Buy 47,000 $6.4668
7-Oct Buy 37,000 $6.0084
8-Oct Buy 111,500 $5.7356
9-Oct Buy 800 $6.0625
12-Oct Buy 12,200 $6.4375
13-Oct Buy 3,000 $6.1875
14-Oct Buy 10,000 $6.0000
16-Oct Buy 1,000 $5.9375
21-Oct Buy 6,500 $5.0625
23-Oct Buy 20,000 $6.7500
29-Oct Buy 4,900 $7.0039
Page 5 of 5 Pages
