UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
BARRINGER TECHNOLOGIES INC.
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(Name of issuer)
Common Stock, par value $.01 per share
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(Title of class of securities)
68509603
-----------------------------
(CUSIP number)
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue, New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person authorized to receive notices and
communications)
November 24, 1999
------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
/ /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* Reference is made to the original Schedule 13D filed with the Securities and
Exchange Commission by Lionheart Group, Inc., one of the parties jointly filing
this Amendment #3, on October 30, 1998 and Amendment #1 and Amendment #2 filed
on April 16, 1999 and April 22, 1999, respectively.
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, as amended, (the "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).
<PAGE>
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CUSIP No. 68509603 13D Page 2 of 36
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================================================================================
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY 235,500
EACH
REPORTING --------------------------------------------------------------------
PERSON
WITH
8. SHARED VOTING POWER
0
--------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
235,500
--------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
235,500
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 68509603 13D Page 3 of 36
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J O Hambro Capital Management (Holdings) Limited
No I.R.S. Identification Number
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7. SOLE VOTING POWER
EACH 0
REPORTING
PERSON
WITH
------------------------------------------------------------------
8. SHARED VOTING POWER
250,000
------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 68509603 13D Page 4 of 36
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
J O Hambro Capital Management Limited
No I.R.S. Identification Number
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON
WITH
----------------------------------------------------------------
8. SHARED VOTING POWER
250,000
----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 68509603 13D Page 5 of 36
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
American Opportunity Trust plc
No I.R.S. Identification Number
- --------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY 0
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH
8. SHARED VOTING POWER
250,000
-----------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IV, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 68509603 13D Page 6 of 36
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher Harwood Bernard Mills
No I.R.S. Identification Number
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEM 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH ------------------------------------------------------------------
8. SHARED VOTING POWER
250,000
------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
250,000
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,000
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 68509603 13D Page 7 of 36
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STATEMENT ON SCHEDULE 13D
-------------------------
Item 1. Security and Issuer
-------------------
Item 1 is amended as follows:
This Statement on Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of Barringer Technologies Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 30
Technology Drive, Warren, New Jersey 07059.
Item 2. Identity and Background.
------------------------
Item 2 is amended as follows:
Items 2(a), 2(b), 2(c) and 2(f). Filing Parties.
This Statement is filed on behalf of the following five persons, who
are collectively referred to as the "Filing Parties":
1) Lionheart Group, Inc. ("Lionheart") , a Delaware corporation with a
business address of 230 Park Avenue, Suite 516, New York, NY 10169.
Lionheart 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 Lionheart
owns 5% or more of the outstanding Common Stock.
The officers of Lionheart are: C. Duncan Soukup, President,
Secretary and Treasurer; Brant Root, Vice President; and John
Radziwill, Vice President. The sole director of Lionheart 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 (a) C. Duncan
Soukup is President of Lionheart, (b) Brant Root is Vice President of
Lionheart, and (c) John Radziwill is Vice President of Lionheart. C.
Duncan Soukup and John Radziwill are citizens of the United Kingdom and
Brant Root is a citizen of the United States.
2) J O Hambro Capital Management (Holdings) Limited ("Holdings") is a
corporation organized under the laws of England with its principal
office and business at 10 Park Place, London SW1A 1LP England. Holdings
functions as the ultimate holding company for J O Hambro Capital
Management.
3) J O Hambro Capital Management Limited ("J O Hambro Capital
Management"), formerly named J O Hambro & Partners Limited, is a
corporation organized under the laws of England with its principal
office and business at 10 Park Place, London SW1A 1LP England. J O
Hambro Capital Management is principally engaged in the business of
investment management and advising. It serves as co-investment adviser
to North Atlantic Smaller Companies Investment Trust plc ("NASCIT") and
American Opportunity Trust and as investment adviser to Oryx
International Growth Fund Limited ("Oryx") and investment manager to
certain private clients.
<PAGE>
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CUSIP No. 68509603 13D Page 8 of 36
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4) Christopher Harwood Bernard Mills is a British citizen whose
business address is 10 Park Place, London SW1A 1LP England. His
principal employment includes service as executive director of NASCIT,
as a director of J O Hambro Capital Management and Oryx, and as
co-investment adviser to NASCIT and American Opportunity Trust.
5) American Opportunity Trust plc ("American Opportunity Trust"),
formerly named Leveraged Opportunity Trust plc, is a corporation
organized under the laws of England with its principal office and
business at 10 Park Place, London SW1A 1LP England. American
Opportunity Trust is a publicly-held investment trust company.
Christopher Harwood Bernard Mills and J O Hambro Capital Management
serve as co-investment advisers to American Opportunity Trust.
Control Relationships:
----------------------
J O Hambro Capital Management is a subsidiary of Holdings.
Christopher Mills serves as a director of Holdings and J O Hambro
Capital Management and as executive director of American Opportunity Trust.
Executive Officers and Directors:
---------------------------------
In accordance with the provisions of General Instruction C to Schedule
13D, information concerning the executive officers and directors of the Filing
Parties is included in Schedule A hereto and is incorporated by reference
herein.
Item 2(d) Criminal Proceedings.
---------------------
During the last five years, neither the Filing Parties (or a
controlling entity thereof) nor any executive officer or director of any of the
Filing Parties (or a controlling entity thereof) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e) Civil Securities Law Proceedings.
---------------------------------
During the last five years, neither the Filing Parties (or a
controlling entity thereof) nor any executive officer or director of any of the
Filing Parties (or a controlling entity thereof) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to 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.
<PAGE>
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CUSIP No. 68509603 13D Page 9 of 36
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Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is amended as follows:
The aggregate purchase price of the 235,500 shares of Common Stock
beneficially held by Lionheart is $1,327,434. All of the shares of Common Stock
beneficially held by Lionheart were purchased with the working capital of the
investment funds and managed accounts for whose accounts such shares were
purchased.
All of the $1,375,000 used by American Opportunity Trust to acquire the
250,000 shares of Common Stock of the Company from Lionheart came from the
working capital of American Opportunity Trust for whose account such shares were
purchased.
Item 4. Purpose of Transaction.
-----------------------
Item 4 is amended as follows:
The purpose of the acquisition and disposition by the Filing Parties of
the shares of Common Stock is for investment at this time, although the Filing
Parties may, in the future, decide to engage in activities intended to influence
the business strategy or management of the Company.
Depending upon market conditions, the availability of funding and such
other circumstances as the Filing Parties deem relevant, the Filing Parties may
acquire additional shares of Common Stock (in private or open-market
transactions) or sell some or all of the shares of Common Stock they presently
control.
Except as discussed in response to this item, the Filing Parties
presently have 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.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is amended as follows:
Items 5(a) & 5(b) Beneficial Ownership.
---------------------
The Filing Parties may be deemed to beneficially own an aggregate of
485,500 shares of Common Stock (which constitutes approximately 7.0% of the
outstanding Common Stock of the Company). The aggregate number and percentage of
the outstanding Common Stock of the Company beneficially owned (i) by each of
the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each
other person who may be deemed to be a member of a group associated with any of
the Filing Parties for purposes of Section 13(d) of the Act is as follows:
<PAGE>
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CUSIP No. 68509603 13D Page 10 of 36
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<TABLE>
<CAPTION>
Number of Number of
Number of Shares: Shares: Sole Approxi-
Filing Aggregate Shares: Sole Shared or Shared mate
Party Number of Power to Power to Power to Percen-
- ------ Shares: Vote Vote Dispose tage*
------- ---- ---- ------- -----
<S> <C> <C> <C> <C> <C>
Lionheart 235,500 235,500 0 235,500 3.4%
Holdings 250,000 0 250,000 250,000 3.6%
J O Hambro
Capital 250,000 0 250,000 250,000 3.6%
Management
Christopher H.B 250,000 0 250,000 250,000 3.6%
Mills
American 250,000 0 250,000 250,000 3.6%
Opportunity Trust
</TABLE>
* Based on 6,907,502 shares of Common Stock, par value $.01 per share
outstanding as of October 29, 1999, which is based on information reported in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999.
Item 5(c) Transactions in the Past 60 Days.
---------------------------------
In the 60 days prior to the date of the filing of this Statement, the
Filing Parties effected no transactions in the Common Stock other than those set
forth in the following table:
<TABLE>
<CAPTION>
Buy or No. of Price
Date Filing Party Sell Shares (US$)
- ---- ------------ ---- ------ -----
<S> <C> <C> <C> <C>
09/27/99 Lionheart Buy 15,000 5.25
09/30/99 Lionheart Buy 2,200 5.21
10/06/99 Lionheart Buy 1,800 5.14
10/07/99 Lionheart Buy 4,000 5.13
10/12/99 Lionheart Buy 1,900 5.06
10/25/99 Lionheart Sell (5,000) 5.19
10/26/99 Lionheart Sell (2,600) 5.38
10/27/99 Lionheart Sell (40,000) 5.19
10/27/99 Lionheart Buy 30,500 5.19
11/01/99 Lionheart Sell (10,000) 5.72
11/05/99 Lionheart Buy 4,500 5.94
11/08/99 Lionheart Buy 7,000 5.88
11/11/99 Lionheart Sell (1,000) 5.50
11/16/99 Lionheart Sell (2,000) 5.50
11/22/99 Lionheart Sell (10,000) 5.44
11/23/99 Lionheart Buy 3,500 5.50
11/24/99 Lionheart Sell 250,000 5.50
11/24/99 American Opportunity Trust Buy 250,000 5.50
</TABLE>
<PAGE>
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CUSIP No. 68509603 13D Page 11 of 36
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The above transactions were effected in the open market.
Item 5(d) Receipt of Dividends.
---------------------
The shareholders of American Opportunity Trust have an economic
interest in the dividends from, and the proceeds of sales of, Common Stock
beneficially owned by American Opportunity Trust.
Item 5(e) Date When Filing Parties Seized to be Five Percent
--------------------------------------------------
Beneficial Owner.
-----------------
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
-----------------------------------------------------------
with Respect to Securities of the Issuer.
-----------------------------------------
Item 6 is amended to include the following:
As co-investment advisers to American Opportunity Trust, Christopher
Harwood Bernard Mills and J O Hambro Capital Management share the right to
transfer and vote the shares of Common Stock of the Company pursuant to an
agreement dated as of January 7, 1993 between American Opportunity Trust and J O
Hambro Capital Management.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Item 7 is amended to include the following:
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement
dated as of January 7, 1993 between J O Hambro Capital
Management (formerly named J O Hambro & Partners Limited) and
American Opportunity Trust.
(b) Joint Filing Agreement dated as of December 3, 1999 among
Holdings, J O Hambro Capital Management, American Opportunity
Trust, Christopher Harwood Bernard Mills and Lionheart Group,
Inc..
[Remainder of this page was intentionally left blank.]
<PAGE>
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CUSIP No. 68509603 13D Page 12 of 36
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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: December 6, 1999
LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
----------------------------------
Name: C. Duncan Soukup
Title:President
Executed on behalf of the
parties hereto pursuant to
the Joint Filing Agreement
filed herewith.
<PAGE>
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CUSIP No. 68509603 13D Page 13 of 36
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Schedule A
----------
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management (Holdings)
Limited ("Holdings") as of the date hereof.
Name: James Daryl Hambro
(Chairman)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, J O Hambro Capital Management
Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro Capital Management
Limited
Name: Nichola Pease
(Director and Chief Executive)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O Hambro Capital
Management Limited
<PAGE>
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CUSIP No. 68509603 13D Page 14 of 36
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Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Lisa Marie Rowland
(Director)
Citizenship: American
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Robert George Barrett
(Director)
Citizenship: British
<PAGE>
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CUSIP No. 68509603 13D Page 15 of 36
- ------------------------------ -------------------------------
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
<PAGE>
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CUSIP No. 68509603 13D Page 16 of 36
- ------------------------------ -------------------------------
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management Limited ("J O
Hambro Capital Management") as of the date hereof.
Name: James Daryl Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro Capital
Management
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity Trust
Director, J O Hambro Capital Management
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Malcolm Robert King
(Director)
<PAGE>
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CUSIP No. 68509603 13D Page 17 of 36
- ------------------------------ -------------------------------
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Nichola Pease
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O Hambro Capital
Management
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Lisa Marie Rowland
(Director)
Citizenship: American
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
<PAGE>
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CUSIP No. 68509603 13D Page 18 of 36
- ------------------------------ -------------------------------
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
<PAGE>
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CUSIP No. 68509603 13D Page 19 of 36
- ------------------------------ -------------------------------
The following table sets forth certain information concerning each of the
directors and executive officers of American Opportunity Trust plc ("American
Opportunity Trust") as of the date hereof.
Name: R. Alexander Hammond-Chambers
(Chairman)
Citizenship: British
Business Address: Covey Advertising Limited
1 Fountainhall Road
Edinburgh EH9 2NL
Principal Occupation: Director, Covey Advertising Limited1
Name: Christopher Harwood Bernard Mills
(Executive Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, American Opportunity Trust
Executive Director, NASCIT
Director, J O Hambro Capital Management
Name: John Gildea
(Director)
Citizenship: USA
Business Address: Gildea Management Company2
90 Ferris Hill Road
New Canaan, Connecticut 06840
USA
Principal Occupation: President, Gildea Management Company
- --------
1 Covey Advertising Limited is principally engaged in the advertising
business.
2 Gildea Management Company is principally engaged in the investment
management business.
<PAGE>
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CUSIP No. 68509603 13D Page 20 of 36
- ------------------------------ -------------------------------
Name: The Hon. James J. Nelson
(Director)
Citizenship: British
Business Address: Foreign & Colonial Ventures3
4th Floor
Berkeley Square House
Berkeley Square
London W1X 5PA
England
Principal Occupation: Director, Foreign & Colonial Ventures
Name: Iain Tulloch
(Director)
Citizenship: British
Business Address: Murray Johnstone Ltd.4
7 West Nile Street
Glasgow G2 2PX
Scotland
Principal Occupation: Director, Murray Johnstone Ltd.
Name: Philip Ehrmann
(Director)
Citizenship: British
Business Address: Gartmore Investment Management Ltd.5
Gartmore House
16 - 18 Monument Street
London EC3R 8AJ
England
- --------
3 Foreign & Colonial Ventures is principally engaged in the investment
management business.
4 Murray Johnstone Ltd. is principally engaged in the investment
management business.
5 Gartmore Investment Management Limited is principally engaged in the
investment management business.
<PAGE>
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CUSIP No. 68509603 13D Page 21 of 36
- ------------------------------ -------------------------------
Principal Occupation: Investment Manager, Gartmore Investment
Management Ltd.
<PAGE>
- ------------------------------ -------------------------------
CUSIP No. 68509603 13D Page 22 of 36
- ------------------------------ -------------------------------
Exhibit Index
Document Page
- -------- ----
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement
dated as of January 7, 1993 between J O Hambro Capital
Management (formerly named J O Hambro & Partners Limited) and
American Opportunity Trust.
(b) Joint Filing Agreement dated as of December 3, 1999 among
Holdings, J O Hambro Capital Management, American Opportunity
Trust, Christopher Harwood Bernard Mills and Lionheart Group,
Inc..
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CUSIP No. 68509603 13D Page 23 of 36
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ADMINISTRATION, MANAGEMENT
AND CUSTODY AGREEMENT
BETWEEN
AMERICAN OPPORTUNITY TRUST
AND J O HAMBRO & PARTNERS
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CUSIP No. 68509603 13D Page 24 of 36
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Dated 7th January 1993
LEVERAGED OPPORTUNITY TRUST PLC
and
J O HAMBRO & PARTNERS LIMITED
ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT
Allen & Overy
London
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CUSIP No. 68509603 13D Page 25 of 36
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THIS AGREEMENT is made on 7th January 1993 BETWEEN:
(1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M
4YR (the "Company"); and
(2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H
9AL (the "Manager").
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NOW IT IS HEREBY AGREED as follows:
1. Interpretation
(1) In this Agreement:
"Board"
means the Board of Directors of the Company, or a committee thereof or
(where the context so admits) a Director of the Company, duly
authorized;
"IMRO"
means the Investment Management Regulatory Organization Limited or its
successors from time to time;
"IMRO Rules"
means the rules of IMRO from time to time applicable;
"Investments"
includes any asset, right or interest falling within any paragraph in
Part I of Schedule I to the Financial Services Act 1986 and any other
asset, right or interest in respect of property of any kind and,
without prejudice to the foregoing, wherever situate and whether or not
producing income;
"Portfolio"
means the Investments from time to time owned by the Company;
"Stock Exchange"
means The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited;
"subsidiary"
shall have the meaning ascribed thereto by Section 736 of the Companies
Act 1985.
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CUSIP No. 68509603 13D Page 26 of 36
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(2) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
(3) Any reference to a statutory provision includes any statutory
modification or reenactment of it for the time being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention
appears.
(5) The headings in this Agreement do not affect its construction.
(6) References to amounts payable by the Company shall be exclusive of
value added tax thereon so that value added tax shall be payable in
addition if and to the extent chargeable.
2. Appointment
The Company hereby appoints the Manager to be the investment manager
and administrator of the Company to provide the services and facilities
mentioned below with effect from the date of execution of this
Agreement, such appointment to continue (unless previously terminated
under Clause 11 below) until terminated by either party upon the expiry
of not less than two years' written notice given to the other.
3. Investment Management
(1) The Manager shall undertake with regard to such Investments as may from
time to time be notified to and agreed with the Manager (the "Relevant
Investments"), the duties normally performed by investment managers,
subject to the policy directions and overall guidelines from time to
time notified to the Manager by the Board, and in particular but
without in any way prejudicing the generality of the foregoing shall on
behalf of the Company:
(a) keep under constant review the Relevant Investments from time
to time held by the Company;
(b) be entitled (at its absolute discretion and without obtaining
the prior written permission of the Company) to withdraw
deposits, to effect purchases and sales and other transactions
in respect of Relevant Investments and subscriptions to issues
of Relevant Investments, to enter into underwriting
commitments in relation to Relevant Investments on behalf of
the Company and otherwise to invest, realise and re-invest the
Portfolio in relation to Relevant Instruments and exercise all
rights attaching to Relevant Investments comprised therein and
in each such case to charge the amounts payable to the
Portfolio;
(c) search out and evaluate investment opportunities in Relevant
Investments for the Company;
(d) analyse the progress of companies in which the Company has
made Relevant Investments;
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CUSIP No. 68509603 13D Page 27 of 36
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(e) submit to the Board such reports and information regarding
Relevant Investments as the Board shall reasonably require;
and
(f) recommend to the Board any future developments or changes to
the investment policy of the Company which the Manager may
consider to be advisable.
(2) The Board shall procure that Christopher Mills consults with the
Manager prior to making investment decisions on behalf of the Company
relating to unlisted investments. If the Manager objects to any such
investment decisions proposed by Christopher Mills it may notify the
Board and the Board shall use reasonable endeavours to convene a Board
meeting to consider the matter prior to the proposed investment
decision being implemented.
4. Administration and other facilities
The Manager shall provide the Company with the following services and
facilities:
(a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or
such other office as may be agreed by the Company with the
Manager and such office shall be used as the registered and
principal office of the Company and there shall be available
there a suitable room (upon the giving of not less than five
days' prior notice or such shorter notice as may be agreed
from time to time) for the holding of meetings of the Board
but nothing in this Agreement shall be construed or have
effect as constituting the relationship of landlord and tenant
between the Manger and the Company and the Company shall be a
bare licensee of the Manager;
(b) all financial, accountancy, secretarial, clerical and other
administrative services of any kind necessary for the conduct
of the affairs of the Company;
(c) keeping on behalf of the Company such books, records and
statements to give a complete record of all transactions
carried out by the Company in relation to the investment,
realisation and re-investment of the Portfolio and such other
books, records and statements as may be required to give a
complete record of all other transactions carried out by the
Company and as will enable the Company to publish yearly and
half-yearly the report and accounts of the Company as required
by the regulations of The Stock Exchange;
(d) acting as Secretary to the Company, attending all meetings of
the Board and performing all the duties reasonably expected of
a Company Secretary including liaison with The Stock Exchange,
preparation and delivery of returns of The Registrar of
Companies and the maintenance of all statutory books other
than the register of members;
(e) all necessary equipment and personnel with a proper and
adequate standard of proficiency and experience to enable the
Manger to carry out its functions under this Agreement; and
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CUSIP No. 68509603 13D Page 28 of 36
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(f) the Manager shall permit such of its employees (if any) as the
Company may reasonably request to be Directors of the Company.
5. Ancillary Powers of Manager
The Manager may on behalf of the Company in respect of Relevant
Investments:
(a) issue orders and instructions to the Company's bankers and
custodians with respect to the disposition of securities and
moneys of the Company provided always that any such
disposition shall at all times be subject to and effected in
accordance with the arrangements for the time being in force
between the Company and its bankers and custodians;
(b) exercise any voting rights attached to the securities included
in the Investments in pursuance of the policy agreed and
established by the Board from time to time; and
(c) issue instructions to and consult the auditors and legal
advisers of the Company regarding any matter or thing relating
to Investments including (where the Board thinks fit)
institution of legal proceedings.
6. Further obligations of the Manager
(1) The Manager shall, and shall procure that its representatives,
employees and delegates shall, obey and comply with all lawful orders
and directions in relation to the Manager's obligations under this
Agreement given to it or them from time to time by the Board and shall
observe and comply with the Memorandum and Articles of Association of
the Company as from time to time amended and with all resolutions of
the Board or the Company of which they are informed.
(2) In particular, all activities engaged in by the Manager or any
representative, employee or delegate of the Manager on behalf of the
Company shall at all times be subject to the overall control of and
review by the Board and without limiting the generality of the
foregoing the Board shall set out the investment policy of the Company
specifying the manner in which it wishes the Manger to give effect to
such policies.
(3) The Board shall instruct the Manager as to the exercise of the voting
rights attached to the securities in the Portfolio and may:
(a) prohibit the Manager from investing for the account of the
Company in any particular security or class of securities;
(b) require the Manager to sell any security or class of
securities or (subject to the availability of funds) to
purchase any security or class of securities; and
(c) withdraw any part of the assets of the Company from the
management of the Manager (but without thereby reducing the
fee payable to the Manager under this Agreement) for any
reason whatsoever.
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CUSIP No. 68509603 13D Page 29 of 36
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7. Custody
(1) Unless it receives contrary instructions from the Company, the Manager
shall make arrangements for the safekeeping of all cash, securities or
other assets in the Portfolio for the account of the Company in
accordance with this Clause 7 provided that the obligations of the
Manager under this Clause 7 shall not apply in relation to any cash or
other assets of the Company until the cash or assets concerned have
been made available to the Manager following execution of this
Agreement. Insofar as the Manager holds assets comprised in the
Portfolio (or documents of title relating to such assets), it shall do
so separately from its own assets and on trust for the Company.
(2) The Manager shall arrange for (i) any uninvested cash to be held in the
Company's name in one or more accounts with Bank of Scotland or other
first class banks approved by the Company and (ii) all securities to be
held in custody accounts in the Company's name at Bank of Scotland or
other reputable custodians approved by the Company.
(3) The Manager shall make arrangements for:
(a) the collection of all income and principal with respect to the
Portfolio and credit cash receipts to the bank accounts
referred to above;
(b) the exchange of securities where the exchange is purely
ministerial (including the exchange of temporary securities
for those in definitive form and the exchange of warrants for,
or other documents of entitlement to securities for, the
securities themselves);
(c) the surrender of securities at maturity or when called for
redemption against payment therefor.
(4) The Manager shall notify any bank or custodian holding property
comprised in the Portfolio that it is not the Manager's property.
(5) The Manager shall have no right of lien or set-off or any right of
retention with respect to any Investments held in the Portfolio.
(6) All proxies or similar requests for consent and all notices (other than
of a routine or immaterial nature) received by the Manager relating to
securities held in the Portfolio are to be forwarded to the Company or
are to be dealt with in accordance with instructions given by the
Company from time to time.
8. Management charge and expenses
(1) The Company shall pay to the Manager as remuneration for the provision
of its services hereunder a fee payable annually in arrears on 31st
December in each year and calculated at the rate of 0.25 per cent per
annum (plus value added tax) by reference to the Net Asset Value
(calculated on a gross assets basis) as at 30th September, the first
such payment, being a pro rata part of the annual fee, to be made on
31st December 1993 in respect of the period from the date of this
Agreement to 30th September, 1993.
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CUSIP No. 68509603 13D Page 30 of 36
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On termination of this Agreement a pro rata fee shall be payable for
any part of the year to 30th September for which this Agreement is in
force, payable on the 31st December next following termination.
(2) The Company shall bear the expenses of any kind incurred by or on
behalf of the Manager in the carrying out of its duties and the
provision of services and facilities hereunder, save for telex,
telephone and other routine communication charges and the costs of
providing normal office accommodation and secretarial and clerical
staff for the normal performance of those duties.
(3) The Manager shall also be entitled to additional fees, calculated on a
time basis, for services provided in connection with any transactions
involving the Company and/or any of its subsidiaries outside the
ordinary course of business including in particular any issue of
shares, debentures or other securities or any reorganization,
redemption, consolidation, sub-division or other alteration of capital
or any takeover, acquisition or disposal of or by the Company and/or
any of its subsidiaries.
(4) An amount equal to any amount payable to the Manager pursuant to this
Clause shall be paid by the Company to the Manager promptly after
delivery to the Company by the Manager of an invoice giving reasonable
details in respect thereof. Notwithstanding the foregoing, the Manager
shall be entitled, without delivery of an invoice as aforesaid, to
charge any such amount to the Portfolio subject to notifying the
Company in writing of the amount promptly thereafter.
(5) For the purpose of this Clause 8 "Net Asset Value" shall mean the
amount of the fixed and current tangible assets of the Company (other
than shares in its subsidiaries) and its subsidiaries after deducting
therefrom an amount equal to the current liabilities and the borrowings
or other indebtedness in the nature of borrowings (except for
borrowings repayable after an initial term of more than three years) of
the Company and its subsidiaries as reasonably determined by the
Manager.
9. Subsidiaries
If the Company has at any time one or more subsidiaries then, unless
otherwise directed by the Board, the Manager shall in addition provide
the same services to such subsidiaries as it provides hereunder to the
Company.
10. Freedom to act
The services of the Manager to the Company under this Agreement shall
not be exclusive and the Manager shall be free to render similar
services to others and nothing in this Agreement shall preclude the
Manager from having dealings with or on behalf of the Company either on
its own account or on account of its clients or others or make it
accountable to the Company in respect of any profit or commission from
any such dealings.
11. Termination
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CUSIP No. 68509603 13D Page 31 of 36
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(1) If:
(a) either party shall commit any substantial or continuing
material breach of this Agreement and (where such breach is
capable of remedy) fail to remedy such a breach within thirty
days of being given written notice of it by the other party;
or
(b) either party shall have a receiver or administrator appointed
over the whole or any part of their assets or a resolution is
passed or an order made for the winding-up of such party other
than as mentioned in sub-clause (2) below,
the other party shall be entitled to terminate the appointment under
this Agreement forthwith by giving written notice of termination to
such party.
(2) On termination of the appointment of the Manager, the Manager shall be
entitled to receive all fees and other money accrued due up to the date
of such termination but shall not be entitled to compensation in
respect of termination (except where such appointment is terminated by
the Manager in accordance with sub-clause (1)(a) of this Clause or by
the Company in breach of Clause 2) and the Manager shall deliver to the
Company or as it shall direct, all books of account, records,
registers, correspondence, documents and assets belonging to the
Company or any subsidiary in possession of or under the control of the
Manager and take all necessary steps to vest in the Company any assets
previously held in the name of or to the order of the Manager on behalf
of the Company or any subsidiary.
(3) The Manager shall also be entitled to terminate its appointment on
giving four months' notice to the Company if either the Board fails to
procure that Christopher Mills consults with the Manager in accordance
with Clause 3(2) or if the Manager has objected to an investment
proposed by Christopher Mills and has given notice to the Board under
Clause 3(2), but the Board has approved the proposal.
12. Confidentiality and records
(1) Neither party shall during the continuance of this Agreement or after
its termination disclose to any person, firm or company whatsoever
(except with the authority of the other party or unless ordered to do
so by The Stock Exchange, the Panel on Takeovers and Mergers or by a
regulatory body or court of competent jurisdiction) any information
relating to the business, Portfolio, finances or other matters of a
confidential nature of the other party of which it may in the course of
its duties under this Agreement or otherwise become possessed and each
party shall use all reasonable endeavors to prevent any such
disclosure.
(2) All books, statistical records, accounts, contract notes,
correspondence and other documents relating to the business and affairs
of the Company shall be the exclusive property of the Company and the
Manager shall when reasonably requested produce the same to the Company
or its employees, agents or auditors together with any information
within the knowledge of the Manager in relation thereto.
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CUSIP No. 68509603 13D Page 32 of 36
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13. Reports and valuations
(1) The Manager shall provide the Company with regular monthly statements
and valuations in respect of the Portfolio as at dates selected by the
Company provided that the Company shall supply valuations to the
Manager in respect of unlisted investments (not being Relevant
Investments). The valuations provided by the Manager shall be in
accordance with procedures and on a basis reviewed by the Company's
auditors and as required by law or the regulations of The Stock
Exchange. The reference currency will be pounds sterling for such
documents.
(2) Statements of the contents for the Portfolio prepared in accordance
with the IMRO Rules will be provided on a quarterly basis in respect of
quarterly periods of account.
14. Notices
Any notice to be given under this Agreement may be served personally or
by post at the registered office of the party to be served and in the
case of service of first class post shall be deemed duly served
twenty-four hours after posting and proof of posting shall be proof of
delivery.
15. Liability and Indemnity
(1) Subject to the terms of this Agreement, the Manager shall be under no
liability to the Company for any loss, costs or damages which may arise
in connection with the conduct of its duties hereunder or the custody
of the Investments or for any depreciation in the value of any
Investments or their safe custody unless due to wilful default or
negligence on its part.
(2) The Company shall indemnify the Manager and keep it indemnified against
any costs, claims, demands or proceedings made by any person and in any
way arising from its appointment hereunder unless due to wilful default
or negligence on its part. The Manager agrees promptly to inform the
Company in writing of any event which comes to its notice as a result
of which the Company might become liable to indemnify the Manager under
this Clause.
16. Assignment
Neither party hereto shall be entitled to assign or otherwise part with
any interest in this Agreement unless the prior written consent of the
other has been obtained except that, if either party transfers the
whole or a substantial part of its undertaking and property to another
company as part of a reconstruction or amalgamation, that party may by
written notice to the other transfer all its rights and obligations
under this Agreement to that other company.
17. Governing law
This Agreement is governed by and shall be construed in accordance with
the laws of England to the jurisdiction of whose Courts the parties
irrevocably submit.
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CUSIP No. 68509603 13D Page 33 of 36
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IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
SIGNED by J.J. Nelson )
) /s/ James J. Nelson
on behalf of )
LEVERAGED OPPORTUNITY TRUST PLC )
in the presence of: )
SIGNED by R.C.O. Hellyer )
) /s/ R.C.O. Hellyer
on behalf of )
J O HAMBRO & PARTNERS LIMITED )
in the presence of: )
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CUSIP No. 68509603 13D Page 34 of 36
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JOINT FILING AGREEMENT
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CUSIP No. 68509603 13D Page 35 of 36
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JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D dated December
__, 1999 with respect to the shares of common stock, $0.01 par value, of
Barringer Technologies Inc. and any further amendments thereto executed by each
or any of us shall be filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: December 3, 1999 LIONHEART GROUP, INC.
By: /s/ C. Duncan Soukup
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Name: C. Duncan Soukup
Title:President
Date: December 3, 1999 J O HAMBRO CAPITAL MANAGEMENT
(HOLDINGS) LIMITED
By:/s/ R.G. Barrett
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Name: R.G. Barrett
Title: Director
Date: December 3, 1999 J O HAMBRO CAPITAL MANAGEMENT
LIMITED
By: /s/ R.G. Barrett
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Name: R.G. Barrett
Title: Director
Date: December 3, 1999 AMERICAN OPPORTUNITY TRUST PLC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ Christopher Mills
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Name: Christopher Mills
Title: Director
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CUSIP No. 68509603 13D Page 36 of 36
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Date: December 3, 1999 CHRISTOPHER MILLS
/s/ Christopher Mills
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Christopher Mills
