SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BARRINGER TECHNOLOGIES INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BARRINGER TECHNOLOGIES INC.
30 Technology Drive
Warren, New Jersey 07059
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JUNE 6, 2000
The Annual Meeting of Stockholders of Barringer Technologies Inc. (the
"Company") will be held at The Somerset Hills Hotel, 200 Liberty Corner Road,
Warren, New Jersey 07059 on Tuesday, June 6, 2000, at 1:00 p.m., local time, to
consider and take action on the following:
1. The election of eight persons to serve as directors of the Company
until the next annual meeting of stockholders and until their
successors are duly elected and qualified.
2. The ratification of the appointment of BDO Seidman, LLP as independent
auditors of the Company's 2000 financial statements.
3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
Only those holders of record of Common Stock, Class A Convertible Preferred
Stock, par value $2.00 per share, and Class B Convertible Preferred Stock, par
value $2.00 per share, as of the close of business on Friday, May 12, 2000 will
be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof. All stockholders of the Company are
cordially invited to attend the Annual Meeting.
A list of stockholders entitled to vote will be available for inspection by
interested stockholders at the offices of the Company, commencing on, May 27,
2000 and will be available at the Annual Meeting.
RICHARD S. ROSENFELD
Vice President - Finance
Chief Financial Officer
Secretary and Treasurer
Warren, New Jersey
May 24, 2000
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YOUR VOTE IS IMPORTANT. WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING OR NOT,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE.
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BARRINGER TECHNOLOGIES INC.
30 Technology Drive, Warren, New Jersey 07059
May 24, 2000
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Barringer Technologies Inc. (the "Company")
for use at the Annual Meeting of Stockholders to be held at The Somerset Hills
Hotel, 200 Liberty Corner Road, Warren, New Jersey 07059 on Tuesday, June 6,
2000 (the "Annual Meeting"), and any adjournments or postponements thereof. The
Company's Annual Report to Stockholders, containing financial statements
reflecting the Company's financial position and results of operations for the
year ended December 31, 1999, this Proxy Statement and the accompanying form of
proxy are first being mailed to stockholders on or about May 25, 2000.
The securities of the Company entitled to vote at the Annual Meeting are
the Company's Common Stock, par value $.01 per share ("Common Stock"), Class A
Convertible Preferred Stock, par value $2.00 per share ("Class A Convertible
Preferred Stock"), and Class B Convertible Preferred Stock, par value $2.00 per
share ("Class B Convertible Preferred Stock"). Each stockholder of record at the
close of business on May 12, 2000 (the "Record Date") is entitled to vote in
accordance with the Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation").
At the Annual Meeting, each share of Common Stock will be entitled to one
vote, each share of Class A Convertible Preferred Stock will be entitled to
0.361745 of a vote, and each share of Class B Convertible Preferred Stock will
be entitled to 0.355839 of a vote on each matter to come before the Annual
Meeting. The number of shares of Common Stock, Class A Convertible Preferred
Stock, and Class B Convertible Preferred Stock outstanding as of the Record Date
was 7,510,647, 34,698, and 22,500, respectively, representing 7,510,647, 12,552,
and 8,006 votes, respectively.
VOTING
The presence in person or by proxy of the holders of shares entitled to
cast a majority of the votes of all shares entitled to vote will constitute a
quorum for purposes of conducting business at the Annual Meeting. Assuming that
a quorum is present, directors will be elected by a plurality vote and the
proposal to ratify the appointment of BDO Seidman, LLP as the auditors for the
2000 financial statements will each require the affirmative vote of a majority
of the votes cast with respect to such proposals by the holders of the Common
Stock, the Class A Convertible Preferred Stock and the Class B Convertible
Preferred Stock, voting together as one class. For purposes of determining the
votes cast with respect to any matter presented for consideration at the Annual
Meeting, only those votes cast "for" or "against" are included. Pursuant to
Delaware corporate law, abstentions and broker non-votes will be counted for the
purpose of determining whether a quorum is present and do not have an effect on
the election of directors. On all other matters, abstentions, but not broker
non-votes, are treated as shares present and entitled to vote, and will be
counted as a "no" vote. Broker non-votes are treated as not entitled to vote,
and so reduce the absolute number, but not the percentage of votes needed for
approval of a matter.
Any stockholder giving a proxy has the power to revoke the proxy prior to
the voting thereof by: (i) written notice received by the Secretary of the
Company at any time prior to the voting thereof, (ii) submitting a later-dated
proxy; or (iii) attending the Annual Meeting and voting in person. If a proxy is
properly signed and is not revoked by a stockholder, the shares it represents
will be voted at the Annual Meeting in accordance with the instructions of the
stockholder. If the proxy is signed and returned without specifying choices, the
shares will be voted at the Annual Meeting FOR each of the proposals described
herein. Under Delaware law, stockholders will not have dissenters' rights with
respect to any of the foregoing proposals. As of the date hereof, the Board of
Directors knows of no other business that will be presented for consideration at
the Annual Meeting. If other business shall properly come before the Annual
Meeting, the persons named in the proxy will vote the shares according to their
best judgment.
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, which is postage-paid if mailed in the United States. All costs
relating to the solicitation of proxies will be borne by the Company. The
solicitation of proxies may be made by officers, directors and employees of the
Company, who will not be compensated separately therefor, personally or by mail,
telephone or facsimile transmissions. On request, the Company also will
reimburse brokers
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and other persons holding shares of stock in their names or in those of their
nominees for their reasonable expenses in sending proxy material to, and seeking
instructions from, their principals.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, a board of eight directors will be elected to serve
until the next annual meeting of stockholders and until their successors are
duly elected and qualified. The Board of Directors has nominated John D.
Abernathy, Stanley S. Binder, Richard D. Condon, John H. Davies, John J. Harte,
Lorraine M. Lavet, James C. McGrath and Kenneth S. Wood for election as
directors, all of whom have consented to serve as directors. All nominees are
currently directors of the Company and have been elected by the stockholders.
The Board knows of no reason why any nominee would be unable or unwilling to
serve as a director. If any nominee should for any reason become unable or
unwilling to serve, the shares represented by all valid proxies that would
otherwise be voted for the nominee will be voted for the election of such other
person as the Board of Directors may designate following the recommendation of
the Nominating Committee, or the Board may reduce the number of directors to
eliminate the vacancy.
Set forth below is certain information as of May 1, 2000 regarding the
Board of Directors' nominees for election. See "Security Ownership of Certain
Beneficial Owners and Management" for additional information regarding such
persons.
John D. Abernathy, 62, Director since 1993. Mr. Abernathy is a certified
public accountant. Since January 1995, he has been Executive Director of Patton
Boggs, LLP, a Washington, D.C. law firm. From March 1994 to January 1995, he was
an independent financial and management consultant. From March 1991 to March
1994, he was the Managing Director of Summit, Solomon & Feldesman, a law firm in
dissolution since March 1993. From July 1983 until June 1990, Mr. Abernathy was
Chairman and Chief Executive Partner of BDO Seidman, a public accounting firm.
Mr. Abernathy is also a Director of Oakhurst Capital, Inc., a distributor of
automotive parts and accessories. He is a member of the Executive, Audit and
Finance and Executive Compensation Committees of the Board.
Stanley S. Binder, 58, Director since 1991. Mr. Binder joined the Company
in July 1989 and has served as Chairman of the Board since February 1991 and
Chief Executive Officer since July 1990. Mr. Binder also served as President of
the Company from July 1989 until May 1998, Chief Operating Officer from 1989 to
June 1990 and Chief Financial Officer from 1989 until July 1993. Mr. Binder is
also an independent general partner in the Special Situations Fund III, L.P.
("SSF III"), a substantial investor in the Company. Mr. Binder is a past
director of the American Electronics Association and a past chairman of its New
Jersey Council. Mr. Binder is a member of the Executive, Nominating and
Technology and Strategic Planning Committees of the Board.
Richard D. Condon, 65, Director since 1992. Mr. Condon is currently an
independent consultant. From January 1996 to October 1998, Mr. Condon was a
consultant to and director of Amherst Process Instruments, Inc., a scientific
instrumentation company. Prior thereto, from 1989 until December 1995, Mr.
Condon was a consultant to and director of Analytical Technology, Inc., Boston,
Massachusetts, a scientific instrumentation company. He is a member of the
Executive Compensation and Technology and Strategic Planning Committees of the
Board.
John H. Davies, 63, Director since 1992. Mr. Davies joined the Company in
October 1967 and has been Vice Chairman of the Company since May 1998. From
January 1992 to May 1998, he served as Executive Vice President of the Company.
He has been President and Chief Executive Officer of Barringer Research Ltd.
since August 1989. He is a member of the Executive, Nominating and Technology
and Strategic Planning Committees of the Board.
John J. Harte, 58, Director since 1986. Mr. Harte is a certified public
accountant and, since 1978, has been a Vice President of Mid-Lakes Distributing
Inc., a manufacturer and distributor of heating and air conditioning parts and
equipment located in Chicago, Illinois. From 1991 until January 1997, Mr. Harte
also was Vice President, Special Projects, of the Company. Mr. Harte also serves
as a director and Chairman of the board of IBNET Inc., a global internet
provider. He is a member of the Audit and Finance, Executive Compensation and
Nominating Committees of the Board.
Lorraine M. Lavet, 39, Director since 1999. Ms. Lavet has been Chief
Operating Officer of the American Electronics Association since September 1996.
Prior thereto, from September 1994 to August 1996, Ms. Lavet was President and
Chief Executive Officer of the Fairfax County Chamber of Commerce. She is a
member of the Nominating and Technology and Strategic Planning Committees of the
Board.
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James C. McGrath, 57, Director since 1994. Mr. McGrath is an international
security consultant. Since July 1989, he has been President of McGrath
International, Inc., a management consulting firm specializing in the security
field. He is a member of the Audit and Finance and Executive Compensation
Committees of the Board.
Kenneth S. Wood, 48, Director since 1999. Mr. Wood joined the Company in
1990 and has been President and Chief Operating Officer of the Company since May
1998. From January 1992 until May 1998, he served as Vice President of
Operations of Barringer Instruments Inc. He served as Secretary of the Company
from March 1993 until May 1998. He is a member f the Executive and Technology
and Strategic Planning Committees of the Board.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Executive Committee, an Executive Compensation
Committee, an Audit and Finance Committee, a Nominating Committee, and a
Technology and Strategic Planning Committee
The Executive Committee exercises such authority as is delegated to it from
time to time by the full Board of Directors. The Executive Committee is
presently comprised of Messrs. Abernathy, Binder (Chairman), Davies and Wood. In
1999, the Executive Committee did not meet.
The Executive Compensation Committee (the "Compensation Committee") reviews
and determines the salaries and other compensation paid to the Company's
officers and other key employees and administers the Company's incentive
compensation and stock plans, which includes selecting participants and
establishing performance goals. The Compensation Committee is presently
comprised of Messrs. Abernathy, Condon, Harte and McGrath (Chairman). In 1999,
the Compensation Committee met two times.
The Audit and Finance Committee (the "Audit Committee") monitors the
Company's accounting and financial policies and practices, reviews the scope of
the independent accountant's audit and the results of the audit, and reviews and
make recommendations to the Board with respect to the Company's financing needs.
In addition, the Audit Committee recommends to the Board the engagement of the
independent auditors of the Company's financial statements. The Audit Committee
is presently comprised of Messrs. Abernathy (Chairman), Harte and McGrath. In
1999, the Audit Committee met two times.
The Nominating Committee receives recommendations for, reviews and
evaluates the qualifications of, and recommends to the Board of Directors,
nominees for election as directors. In addition, the Nominating Committee makes
recommendations to the Board of Directors regarding the composition of Board
committees. The Nominating Committee is presently comprised of Ms. Lavet and
Messrs. Binder, Davies and Harte (Chairman). In 1999, the Nominating Committee
did not meet. The Nominating Committee will consider appropriate persons
proposed by security holders as potential nominees for membership on the Board
of Directors.
Pursuant to the Company's by-laws, a stockholder wishing to nominate a
person for election to the Board of Directors must deliver written notice of the
name of the proposed nominee to the Secretary of the Company at its principal
executive office not less than 60 nor more than 90 days prior to the date of the
meeting; provided, however, that if the date of the meeting is first publicly
announced or disclosed less than 70 days prior to the date of the meeting, such
advance notice must be given not more than ten days after such date is first so
announced or disclosed. Any stockholder desiring to nominate any person for
election as a director of the Company must deliver with such notice a statement
in writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the Company beneficially owned by
such person, the information regarding such person required by paragraphs
(a),(e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission, such person's signed consent to serve as a director of the
Company if elected, the stockholder's name and address and the number and class
of all shares of each class of stock of the Company beneficially owned by the
stockholder.
The Technology and Strategic Planning Committee (the "Technology
Committee") is responsible for developing, reviewing, evaluating and making
recommendations to the Board of Directors regarding growth strategies,
allocation of corporate resources, business and product development. The
Technology Committee is presently comprised of Ms. Lavet and Messrs. Condon
(Chairman), Binder, Davies and Wood. In 1999, the Technology Committee met once.
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MEETINGS OF THE BOARD OF DIRECTORS
The Board held seven meetings in 1999. No director of the Company attended
fewer than 75% of the aggregate number of meetings of the Board and committees
of the Board during 1999, or the portion thereof during which he or she served
as a director or committee member.
COMPENSATION OF DIRECTORS
Outside directors are entitled to an annual retainer of $3,000 per quarter
(plus a $500 quarterly fee for each committee chairperson) and a fee of $1,000
for each meeting attended and $500 for each committee meeting attended
(regardless of whether or not the committee meeting is held on the same day as a
meeting of the Board of Directors). Pursuant to the terms of the 1997 Stock
Compensation Program, each director who has not been a full-time employee of the
Company or any subsidiary for at least the prior 12 months receives an option to
purchase 3,000 shares of Common Stock each year on the earlier of (i) the date
of the Company's annual meeting of stockholders, or (ii) June 1. Options granted
to such directors under the 1997 Stock Compensation Program have an exercise
price equal to the fair market value per share as of the date of grant. See
"1997 Stock Compensation Program."
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation paid for the
past three fiscal years to the Chief Executive Officer of the Company and each
of the other executive officers of the Company whose total annual salary and
bonus are $100,000 or more (collectively, the "Named Executive Officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- STOCK UNDERLYING LTIP COMPENSATION
POSITION YEAR SALARY($) BONUS(1)($) SATION($) AWARDS($) OPTIONS/SARS(#) PAYOUTS($) ($)(1)
------------------ ---- --------- ----------- --------- --------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanley S. Binder 1999 260,000 100,000 -- -- -- -- 89,385(3)(4)
Chairman and Chief 1998 250,000 182,000 -- -- 87,500(2) -- 89,265
Executive Officer 1997 200,000 350,000 -- -- 87,500 -- 9,500
John H. Davies* 1999 152,888 -- -- -- -- -- 38,232(4)
Vice Chairman 1998 149,782 46,000 -- -- 34,000(2) -- 45,815
1997 136,440 160,000 -- -- 34,000 -- 6,811
Kenneth S. Wood 1999 170,625 65,000 -- -- -- -- 28,670(3)(4)
President and 1998 164,063 65,000 -- -- 31,500(2) -- 29,040(4)
Chief Operating Officer 1997 130,000 170,000 -- -- 31,500 -- 8,480
Richard S. Rosenfeld 1999 130,000 25,000 -- -- -- -- 21,960(3)(4)
Vice President-Finance, 1998 125,000 34,000 -- -- 27,300(2) -- 22,720(4)
Chief Financial Officer 1997 107,500 115,000 -- -- 27,300 -- 7,085
</TABLE>
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* Amounts converted to US dollars at the average exchange rate for the
respective year.
(1) Includes amounts contributed by the Company pursuant to the Company's
tax-qualified 401(k) deferred compensation plan ("401(k) Plan"). The 401(k)
Plan provides for the Company to make matching contributions to the
participants in the 401(k) Plan equal to 100% of the first 5.0% of a
participant's salary contributed. Company contributions to the 401(k) Plan
vest proportionately over a five-year period, commencing at the end of the
participant's first year with the Company. Amounts paid during 1999 on
behalf of the Named Executive Officers were $8,000, $7,656, $8,000 and
$8,000 for Messrs. Binder, Davies, Wood and Rosenfeld, respectively.
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(2) Represents repricing of options previously granted.
(3) Includes premiums paid by the Company for term life insurance for Messrs.
Binder, Wood and Rosenfeld during 1999 in the amounts of $9,385, $1,118 and
$1,560, respectively.
(4) Includes amounts accrued pursuant to the Barringer Technologies Inc.
Supplemental Executive Retirement Plan (the "SERP Plan"). Amounts accrued
during 1999 for the Named Executive Officers were $72,000, $30,576,
$19,552, and $12,400 for Messrs. Binder, Davies, Wood and Rosenfeld,
respectively.
Effective January 1, 1998, the Company adopted the SERP Plan. The SERP Plan
provides eligible participants with certain retirement benefits supplemental to
the Company's 401(k) Plan. Pursuant to the SERP Plan, the Company will make
annual contributions to the account of each participant equal to a variable
percentage of the participant's base salary and annual cash bonus depending on
the Company's achievement of certain performance targets. The actual percentage
contribution will be determined by the Compensation Committee, subject to
certain parameters. A participant will become vested under the SERP Plan after
five years of participation therein. A participant may elect to receive benefits
under the SERP Plan commencing at age 60 and is entitled to receive either a
lump-sum payment of his or her account balances upon retirement or to use the
account balance to purchase an annuity. In the event of the termination of a
participant's employment under certain circumstances set forth in the SERP Plan,
the participant will be entitled to receive his or her account balance whether
or not the participant has become vested under the SERP Plan. Currently, each of
the Named Executive Officers participates in the SERP Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR - No options or stock appreciation rights
were granted in 1999.
OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of stock options during 1999 and
unexercised options held by such Named Executive Officers as of December 31,
1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS
SHARES AT YEAR-END(#) AT YEAR-END($)(1)
ACQUIRED VALUE ------------------------- -----------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (2)
---- --------------- ------------ ------------------------- -----------------------------
<S> <C> <C> <C> <C>
Stanley S. Binder -- -- 121,875/65,625 $332,094/ --
John H. Davies -- -- 78,000/25,500 272,323/ --
Kenneth S. Wood -- -- 67,875/23,625 232,504/ --
Richard S. Rosenfeld -- -- 56,825/20,475 191,503/ --
</TABLE>
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(1) Based on a closing price of $6.125 per share for the Common Stock as of
December 31, 1999.
(2) Based on the closing price of $6.125 per share for the Common Stock as of
December 31, 1999, none of these options were in the money at that date.
1997 STOCK COMPENSATION PROGRAM
In May 1997, the Company adopted the 1997 Stock Compensation Program in
order to promote the interests of the Company, its direct and indirect present
and future subsidiaries and its stockholders by providing eligible persons with
the opportunity to acquire an ownership interest, or to increase their ownership
interest, in the Company as an incentive to remain in the service of the
Company. The 1997 Stock Compensation Program authorizes the granting of
incentive stock options, non-qualified stock options, stock appreciation rights,
performance shares and stock bonus awards to employees and consultants of the
Company and its subsidiaries, including those employees serving as officers or
directors of the Company (the "Employee Plans"). The 1997 Stock Compensation
Program also authorizes automatic option grants to directors who are not
otherwise employed by the Company (the "Independent Director Plan"). In
connection with the 1997 Stock Compensation Program, 1,100,000 shares of Common
Stock are reserved for issuance, of which up to 1,000,000 shares may be issued
under the Employee Plans and up to 100,000 shares may be
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issued under the Independent Director Plan. The 1997 Stock Compensation Program
is administered by the Compensation Committee.
Options and awards granted under the 1997 Stock Compensation Program may
have an exercise or payment price as established by the Compensation Committee;
provided that the exercise price of incentive stock options granted under the
Employee Plans may not be less than the fair market value of the underlying
shares on the date of grant. Options granted under the Independent Director Plan
must have an exercise price equal to the fair market value of the underlying
shares on the date of grant.
Unless otherwise provided at the date of grant, no option or award may vest
within one year of the date of grant and no option or award may be exercised
more than 10 years from the date of grant. Options granted under the Independent
Director Plan vest one year following the date of grant and expire if not
exercised on or before the fifth anniversary thereof. Unless otherwise specified
by the Compensation Committee, options and awards (other than pursuant to the
Independent Director Plan) vest in four equal installments on the first, second,
third and fourth anniversaries of the date of grant. Vesting of any option or
award granted under the 1997 Stock Compensation Program may be accelerated in
certain circumstances, including upon the occurrence of a "Change in Control
Event" (as defined in the 1997 Stock Compensation Program).
Options and awards granted under the 1997 Stock Compensation Program are
nontransferable, except by will or by the laws of descent and distribution.
However, the Compensation Committee may permit the recipient of a non-incentive
stock option granted under the Employee Plans and options granted under the
Independent Director Plan to transfer the option to a family member or a trust
created for the benefit of family members. During the lifetime of a participant,
an option may be exercised only by the participant or a permitted transferee. In
the event that a participant's employment or service terminates as a result of
death, all vested awards are paid to the participant's estate by the Company and
the participant's estate or any permitted transferee has the right to exercise
vested options for a period ending on the earlier of the expiration dates of
such options or one year from the date of death. If the participant's employment
or service terminates as a result of retirement or a "disability" (as set forth
in the 1997 Stock Compensation Program), all vested awards are paid to the
participant by the Company and the participant or any permitted transferee has
the right to exercise vested options for a period ending on the earlier of the
expiration dates of such options or one year from the date of termination. If
the participant's employment or service terminates for cause, all options and
awards automatically expire upon termination. If the participant's employment or
service terminates other than as a result of death, disability, retirement or
termination for cause, the participant has the right to collect all vested
awards immediately and the participant or any permitted transferee has the right
to exercise vested options for a period ending on the earlier of the expiration
dates of such options or awards or 30 days from the date of termination, subject
to extension at the discretion of the Administrator, or three months from the
date of termination in the case of options granted pursuant to the Independent
Director Plan. In all cases, any unvested options or awards terminate as of the
date of termination of employment or service.
The 1997 Stock Compensation Program will terminate on February 28, 2007,
unless earlier terminated by the Board of Directors. No options or awards may be
granted under the 1997 Stock Compensation Program after its termination;
however, termination of the 1997 Stock Compensation Program will not affect the
status of any option or award outstanding on the date of termination.
At December 31, 1999, stock options exercisable for an aggregate of 310,600
shares of Common Stock were outstanding under the Employee Plans. These options
expire 10 years after the date of grant and have a weighted average exercise
price of $6.54 per share. Such options are exercisable annually in 25%
increments beginning with the first anniversary of the date of grant. In
addition, options exercisable for an aggregate of 15,000 shares of Common Stock
are outstanding under the Independent Director Plan. Such options are
exercisable one year from the date of grant, expire five years from the date of
grant and have an exercise price of $6.18 per share.
EXERCISE PROGRAM
In 1991, the Board of Directors approved a stock option exercise program
(the "Exercise Program"). The Exercise Program permits all employees of the
Company and its subsidiaries who are granted stock options (pursuant to either
qualified or non-qualified plans) to finance the exercise of such options by
causing the Company to issue the shares underlying such options upon receipt by
the Company from the employee of a full-recourse demand note evidencing
indebtedness to the Company in an amount equal to the exercise price. Such
loans, which are secured by the underlying shares of Common Stock, are
interest-free for one year from the date on which the employee exercises his or
her option, after which interest accrues at the prime rate, which rate is
changed monthly. The loans are repaid with a portion of the proceeds from the
sale of the Common Stock to be received by the employees upon the exercise of
their options. As of May 1, 2000, Messrs. Binder and Wood were indebted to the
Company in the approximate amounts of
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$146,870 and $13,050, respectively, for loans made pursuant to the Exercise
Program. During 1999, the largest aggregate amount of indebtedness of Messrs.
Binder and Wood pursuant to such loans were $211,870 and $13,050, respectively.
The rate of interest charged on each such loan during 1999 was the prime lending
rate charged at Summit Bank.
EMPLOYMENT AGREEMENTS
Effective January 1, 1998, the Company entered into a five-year employment
agreement with Mr. Binder, the President and Chief Executive Officer of the
Company (the "Employment Agreement"). Under the Employment Agreement, Mr. Binder
received a base salary of $260,000 for 1999. Mr. Binder's salary is subject to
certain adjustments and to periodic increases as determined by the Board of
Directors. In addition, Mr. Binder is entitled to receive up to a total of three
special bonuses during the term of the Employment Agreement in the amount of
$65,000, $65,000 and $70,000, respectively, in the event that the Company's
EBITDA (as defined in the Employment Agreement) exceeds certain targeted amounts
for any fiscal year during the term of the Employment Agreement. Mr. Binder
received the first two of these special bonuses in 1998 and 1999. Pursuant to
the Employment Agreement, Mr. Binder is also entitled to participate in the
Company's cash bonus plan and to participate in the SERP Plan. Also, under the
terms of the Employment Agreement, Mr. Binder received stock options covering
50,000 shares of Common Stock having an exercise price of $11.78 per share
(equal to the fair market value on the date of grant). In the Employment
Agreement, the Company has agreed to maintain a $1.0 million term life insurance
policy for Mr. Binder's benefit. Mr. Binder is entitled to several perquisites,
including a car allowance and reimbursement for the cost of certain financial
planning services.
In the event that Mr. Binder's employment is terminated pursuant to a
Without Cause Termination, or Mr. Binder terminates his employment for Good
Reason (as such terms are defined in the Employment Agreement), Mr. Binder will
be entitled to a severance payment equal to 2.99 times his then-current base
salary and to certain other severance benefits. In addition, upon the occurrence
of a Change in Control Event (as such term is defined in the Employment
Agreement), Mr. Binder has the right to terminate his employment within 180
days, in which event the termination will be treated as a termination for Good
Reason with the effects specified above. In addition, the Company has agreed to
pay Mr. Binder additional amounts, if necessary, to pay any excise tax Mr.
Binder may become subject to in the event that any payment made to him under the
Employment Agreement constitutes an "excess parachute payment" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended.
Pursuant to the Employment Agreement, Mr. Binder has agreed to certain
confidentiality, work-for-hire and non-competition covenants.
Effective September 1, 1998, the Company entered into three-year employment
agreements with each of Messrs. Wood and Rosenfeld, pursuant to which Messrs.
Wood and Rosenfeld receive annual base salaries in 1999 of $179,400 and
$130,000, respectively, subject to periodic increases at the discretion of the
Board of Directors. Both are entitled to participate in any cash bonus plan
maintained by the Company and to participate in the SERP Plan. In the employment
agreements, the Company has agreed to maintain term life insurance policies for
the benefit of each of them in an amount not less than four times Mr. Wood's
base salary and not less than three times Mr. Rosenfeld's base salary,
respectively. The employment agreements for each of Messrs. Wood and Rosenfeld
provide, among other things, that, in the event of a termination of employment
by the Company without cause, each will be entitled to receive a severance
payment equal to his then-current base salary for a period of twelve months from
the effective date of such termination. In the event that Messrs. Wood and/or
Rosenfeld are terminated pursuant to a Without Cause Termination (as defined in
the employment agreements), they are entitled to receive their base salary as in
effect at the time of such termination for a period of twelve months from the
effective date of such termination. Upon the occurrence of a "change in control"
of the Company, the employee will be entitled to receive the greater of his
annual base salary pursuant to the employment agreement or his then-current
annual base salary for the remainder of the term (payable in a single lump sum).
Both of the employment agreements also contain certain confidentiality,
work-for-hire and non-competition provisions which continue in effect following
the termination of the employee's employment by the Company.
OTHER INDEBTEDNESS OF MANAGEMENT AND DIRECTORS
Senior executive officers and directors are indebted to the Company
pursuant to the purchase of shares of the Company's Common Stock in exchange for
interest bearing five-year non-recourse promissory notes in December 1998 and
January 1999. As of December 31, 1999, Messrs. Binder, Davies, Wood, Rosenfeld,
Abernathy, Condon, Harte, McGrath and Ms. Lavet were indebted to the Company
(including accrued interest) in the amounts of $438,294, $175,317, $201,615,
$175,317, $87,658, $87,658, $87,658, $87,658 and $101,597, respectively related
to such loans.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Executive Compensation Committee is comprised of Messrs.
Abernathy, Condon, Harte and McGrath. No executive officer of the Company and no
member of the Compensation Committee is a member of any other business entity
that has an executive officer that sits on the Company's Board or on the
Compensation Committee.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors, consisting
entirely of non-management directors, approves all policies under which
compensation is paid or awarded to the Company's executive officers. The
Committee is comprised of Messrs. Abernathy, Condon, Harte and McGrath.
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to attract and
retain superior executive talent, to provide incentives and rewards to executive
officers who will contribute to the long-term success of the Company and to
closely align the interests of executives with those of the Company's
stockholders. The principal elements of the Company's executive compensation
program consist of: (i) base annual salary, (ii) the Company's Annual Incentive
Plan and (iii) grants and awards made pursuant to the Company's 1997 Stock
Compensation Program.
The Committee evaluates the level and adequacy of executive compensation
through a process which includes an informal analysis of the compensation
practices of similarly situated entities in the Company's peer group as well as
those of other applied technology companies. During 1997, the Company retained
the Hay Group to make recommendations to the Committee regarding the structure
and level of executive compensation. The Committee adopted a compensation
program for its key executives based upon a number of the suggestions made by
the Hay Group. Pursuant to this program, the Committee determines appropriate
compensation levels after examining a number of factors, including the
compensation practices of comparable companies, the Company's historical
performance and future prospects, the job responsibilities of each executive,
the past and expected contributions of individual executives and other criteria
deemed relevant by the Committee.
ANNUAL BASE SALARIES
The Company has entered into employment agreements with each executive
officer, other than Mr. Davies, which specify minimum annual base salaries. See
"Employment Agreements." Each year, annual base salaries for the executive
officers are proposed by the Chief Executive Officer and are evaluated by the
Committee based upon a number of criteria, including the base salary of the
executive in the prior year, the executive's job responsibilities, the
Committee's subjective evaluation of the executive's performance and
contribution to the success of the Company, relevant inflation rates and other
factors. The Committee also considers external factors, including the market for
qualified executives, and the annual base salaries for comparable positions at
peer companies. Adjustments may be made in an executive's base compensation at
the discretion of the Executive Compensation Committee if deemed warranted by
individual circumstances.
ANNUAL INCENTIVE PLAN
At the recommendation of the Hay Group, effective January 1, 1998 the
Company eliminated its previous bonus program and adopted the Annual Incentive
Plan. Pursuant to the Annual Incentive Plan, at the beginning of each year the
Committee, with input from the Chief Executive Officer, establishes team goals
for the Company's executive management, including certain performance goals,
such as the achievement of sales and net income budgets, manufacturing
milestones and market share targets. The Committee also sets individual goals
for each executive officer. The individual goals typically reflect the team
goals, but also cover matters related to the individual's area of responsibility
or individual performance, such as the achievement of sales targets, research
and development goals or educational and professional accomplishments. Under the
Annual Incentive Plan, each individual is entitled to a targeted bonus
(expressed as a percentage of base salary) assuming that all of the group and
individual goals are met. The actual bonus paid for any year varies from the
targeted amount based on the level of achievement of the team and individual
goals, but may not exceed 100% of the executive's base salary. Aggregate bonuses
payable under the Annual Incentive Plan may not exceed 10% of the Company's
pre-tax income. For fiscal 1999, bonuses aggregating $125,000 were paid under
the Annual Incentive Plan. See "Executive Compensation--Summary Compensation
Table." The Committee believes that the bonus limitations described above will
assure that annual bonuses remain closely tied to the achievement of the
Company's performance goals. Aggregate
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<PAGE>
bonuses paid for 1999 were significantly lower than those paid in 1998 as a
result of lower earnings by the Company primarily due to a strategic decision to
increase expenditures for research and development and business development in
order to accelerate the growth of the Company.
STOCK OPTIONS
The third component of executive compensation is awards made pursuant to
the Company's 1997 Stock Compensation Program. Under the 1997 Stock Compensation
Program, the Committee has the right to grant stock options and other awards to
qualifying executives.
Stock options are designed to align the interests of the Company's
executives more closely with those of the stockholders. The Company typically
grants stock options at an exercise price equal to the fair market value of the
Common Stock on the date of grant. These options generally vest at the rate of
25% per year, with the first installment vesting at the end of one year from the
date of employment (for options granted upon initial employment) or the date of
grant and are typically exercisable within ten years from the date of grant. The
Committee believes that the granting of stock options provides powerful
incentives for the creation of long-term value for the Company's stockholders as
the full benefit of the stock options cannot be realized unless stock price
appreciation occurs over a number of years. The size of individual stock grants
are based upon the recommendations of the Chief Executive Officer and the
Committee's subjective evaluation of the Company's performance and prospects,
the responsibilities and contributions of the individual recipient, the
practices of comparable companies and other factors deemed relevant by the
Committee, including stock option grants made in prior years.
In February 2000, the Company granted performance stock options to its key
executives and directors to further tie the interests of these executives and
directors to the interests of the stockholders. The options provide for an
accelerated vesting schedule if the Company's stock reaches certain target
prices and continues to trade at those prices for a specified period of
consecutive days.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Effective January 1, 1998, the Company entered into a five-year employment
agreement with Mr. Binder. See "Employment Agreements." Pursuant to that
agreement, Mr. Binder received a base salary of $260,000 in 1999. Mr. Binder
also received a cash bonus of $35,000 under the Annual Incentive Plan, which was
significantly lower than the bonus paid to Mr. Binder in 1998. In addition, Mr.
Binder received a $65,000 special bonus pursuant to this terms of his employment
agreement because the Company's EBITDA (as defined in Mr. Binder's agreement)
for 1999 exceeded budget. The Committee considered the overall level of Mr.
Binder's cash compensation appropriate in view of Mr. Binder's leadership of the
Company through its evolution into the world's leading manufacturer of trace
chemical detection equipment, the continued growth in the Company's business and
market share, particularly in a year when other manufacturers experienced
decreased unit sales, the Company's balance sheet strength and Mr. Binder's
contributions to the building of the Company's infrastructure and the increased
capabilities and expertise of the senior management team put into place by Mr.
Binder. The specific bases for the Committee's determinations regarding Mr.
Binder's compensation in 1999 included the Company's financial results, the
attainment of certain strategic objectives, Mr. Binder's aggressive leadership,
his commitment to the development and implementation of the Company's strategic
plan, including the decision to shift expenditures (as described above in
"Annual Incentive Plan") in an effort to increase the Company's growth, his
contribution to the building of the Company's infrastructure and his
contributions to the achievement of the Company's performance goals.
THE EXECUTIVE COMPENSATION COMMITTEE
James C. McGrath (Chairman) John D. Abernathy
Richard C. Condon John J. Harte
COMPANY STOCK PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total return of
the Company's Common Stock with the NASDAQ Stock Market, a new Peer Group Index
consisting of American Science & Engineering, Inc., OSI Systems, Inc. and
InVision Technologies, Inc. (the "Peer Group Index") and the NASDAQ
Non-Financial Stocks SIC 0100-5999, 7000-9999 (the "NASDAQ Non-Financial
Stocks"), previously used by the Company, over a period starting from December
31, 1994 and ending on December 31, 1999. During 1999, the Company changed its
peer group to better reflect the specific market in which the Company competes.
Whereas the NASDAQ Non-Financial Stocks is a broad-based group, the Peer Group
Index consists of companies competing directly in the same market with the
Company, i.e., law enforcement and aviation security. The graph assumes an
initial
9
<PAGE>
investment of $100 in each of the Company's Common Stock, the NASDAQ Stock
Market, the Peer Group Index and the NASDAQ Non-Financial Stocks after the close
of the market on December 31, 1994 and that all dividends, if any, were
reinvested.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPANY/INDEX NAME BASE PERIOD INDEXED/CUMULATIVE RETURNS
------------------ ----------- ------------------------------------------------------------------
12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Barringer Technologies Inc. 100.0 25.00 372.29 639.00 383.40 272.27
Peer Group Index 100.0 124.49 220.41 138.96 107.60 69.41
NASDAQ Non-Financial Stock SIC 100.0 139.26 169.16 198.09 290.74 571.12
0100-5999, 7000-9999
(US & Foreign)
NASDAQ Stock Market 100.0 140.36 171.85 209.84 290.55 543.56
(US & Foreign)
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors, executive
officers, and persons holding more than ten percent of the Company's Common
Stock are required to report their initial ownership of the Company's Common
Stock and any changes in such ownership to the Securities and Exchange
Commission. These persons also are required to furnish the Company with a copy
of all Section 16(a) forms they file. The Company is obligated to disclose any
failures to file such reports on a timely basis. To the Company's knowledge,
based solely on a review of such reports and any amendments thereto which have
been furnished to the Company, except as set forth below, the Company has not
identified any reports required to be filed during the year ended December 31,
1999 that were not filed in a timely manner. Form 4's, relating to the granting
of Directors Options pursuant to the 1997 Stock Compensation Program on May 12,
1999, for Messrs. Abernathy, Condon, Harte, McGrath and Ms. Lavet, were not
timely filed.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 2000, the number of shares of
Common Stock, Class A Convertible Preferred Stock and Class B Convertible
Preferred Stock owned by (i) each Named Executive Officer, (ii) each director,
(iii) all directors and executive officers as a group and (iv) any person or
entity known by the Company to own beneficially 5% or more of such securities.
As of May 1, 2000, there were 7,195,902 shares of Common Stock, 34,698 shares of
Class A Convertible Preferred Stock and 22,500 shares of Class B Convertible
Preferred Stock issued and outstanding. As of that date, none of the officers
and directors owned shares of the Company's Class A Convertible Preferred Stock
or Class B Convertible Preferred Stock. To our knowledge, there is no 5% holders
of the Class A Convertible Preferred Stock. The business address for all of the
executive officers and directors of the Company is 30 Technology Drive, Warren,
New Jersey 07059.
10
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF CLASS B CONVERTIBLE BENEFICIAL OWNERSHIP
PREFERRED STOCK OF COMMON STOCK(1)(2)
------------------------ --------------------------
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
NAME SHARES CLASS SHARES CLASS
---- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Stanley S. Binder(3) -- -- 238,011 3.3%
John H. Davies(4) -- -- 169,232 2.3
John J. Harte(5) -- -- 74,600 1.0
Richard D. Condon(6) -- -- 47,000 *
John D. Abernathy(7) -- -- 48,954 *
James C. McGrath(8) -- -- 45,750 *
Kenneth S. Wood(9) -- -- 94,511 1.3
Lorraine M. Lavet -- -- 13,000 *
Richard S. Rosenfeld(10) -- -- 90,851 1.3
All directors and executive
officers as a group
consisting of nine (9)
persons -- -- 821,919 11.2
Austin W. Marxe (11)
153 East 53rd Street
New York, NY 10022 -- -- 941,622 12.5
William D. Witter
153 East 53rd Street -- -- 822,300 11.4
New York, NY 10022
Benson Associates , LLC -- -- 506,800 7.0
111 Southwest Fifth Avenue
Portland, OR 97204
Wentworth, Hauser & Violich
333 Sacramento Street -- -- 357,970 5.0
San Francisco, CA 94111
J.O. Hambro Capital Management
(Holdings) Limited (12) -- -- 370,000 5.1
10 Park Place
London SW1A 1LP England
Christopher H.B. Mills (12)
10 Park Place -- -- 370,000 5.1
London SW1A 1LP England
Dimensional Fund Advisors
1299 Ocean Avenue -- -- 480,300 6.7
Santa Monica, CA 90401
Max Gerber(13) 12,500 55.6 4,447 *
26 Broadway
New York, NY 10004-1776
Paul Spitzberg(14) 10,000 44.4 3,558 *
16 Whiteowl Road
Tenafly, NJ 07670
</TABLE>
- -----------
* Less than 1%
(1) Assumes the exercise of all outstanding warrants for Common Stock, the
conversion of each outstanding share of Class A Convertible Preferred Stock
and Class B Convertible Preferred Stock into Common Stock and the exercise
of all options exercisable within 60 days of May 1, 2000 for each person or
entity.
(2) Certain amounts shown are subject to adjustment in certain circumstances.
(3) Includes 21,875 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of May 1, 2000 and 12,500 shares of
Common Stock issuable upon exercise of warrants owned by Mr. Binder.
Excludes shares of Common Stock beneficially owned by SSF III of which Mr.
Binder is an independent general partner. Mr. Binder disclaims any
beneficial interest in such shares.
(4) Includes 8,500 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of May 1, 2000 and 12,500 shares of Common Stock
issuable upon the exercise of warrants owned by Mr. Davies.
(5) Includes 19,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of May 1, 2000 owned by Mr. Harte.
(6) Includes 19,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of May 1, 2000 and 5,000 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Condon.
11
<PAGE>
(7) Includes 19,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of May 1, 2000 and 2,500 shares of
Common Stock issuable upon the exercise of warrants owned by Mr. Abernathy.
(8) Includes 19,500 shares of Common Stock issuable upon the exercise of
options exercisable within 60 days of May 1, 2000 owned by Mr. McGrath.
(9) Includes 7,875 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of May 1, 2000 owned by Mr. Wood.
(10) Includes 6,825 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of May 1, 2000 owned by Mr. Rosenfeld. Also
includes 3,636 shares of Common Stock owned by Mr. Rosenfeld's child.
(11) Includes (i) 428,079 shares of Common Stock and 229,167 shares of Common
Stock issuable upon the exercise of warrants owned by SSF III, (ii) 150,042
shares of Common Stock and 83,333 shares of Common Stock issuable upon the
exercise of warrants owned by Special Situations Cayman Fund, L.P. (the
"Cayman Fund"), and (iii) 51,000 shares of Common Stock owned by Special
Situations Technology Fund, L.P. ("SST"). AWM Investment Company, Inc.
("AWM") is the sole general partner of the Cayman Fund and the sole general
partner of MGP Advisors Limited ("MGP"), a general partner of SSF III. Mr.
Marxe is the President and Chief Executive Officer of AWM and the principal
limited partner of MGP. Accordingly, Mr. Marxe may be deemed to be the
beneficial owner of all of the shares of Common Stock held by SSF III, the
Cayman Fund and SSTF. Mr. Binder is an independent general partner of SSF
III. Mr. Binder disclaims beneficial ownership of all shares held by SSF
III.
(12) Includes 250,000 shares of Common Stock held by American Opportunity Trust
plc ("American Opportunity") and 120 shares of Common Stock held by Trident
North Atlantic Fund ("Trident"). J O Hambro Capital Management Limited
("Management"), a subsidiary of J O Hambro Capital Management (Holdings)
Limited ("Holdings"), serves as co-investment adviser to American
Opportunity and as investment adviser to Trident. Christopher H.B. Mills
serves as a director of Management and Trident and as co-investment adviser
to American Opportunity. Holdings, Management and American Opportunity,
Trident and Mr. Mills have jointly filed a Schedule 13D with Lionheart
Group. Inc. ("Lionheart"), the beneficial owner of 235,500 shares, but have
not affirmed or disclaimed the existence of a group with Lionheart.
(13) Includes 4,447 shares of Common Stock issuable upon conversion of the Class
B Convertible Preferred Stock.
(14) Includes 3,558 shares of Common Stock issuable upon conversion of the Class
B Convertible Preferred Stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In July 1998, the Company made a $500,000 non-recourse loan to Mr. Binder.
The loan is repayable on July 5, 2003 and bears interest at the rate of 5.68%
per annum, payable annually. At December 31, 1999, interest in the amount of
$42,920 has been accrued. Mr. Binder's obligation to repay the loan is secured
by 49,000 shares of Common Stock. In addition, the Company has made certain
loans to the Named Executive Officers and directors. See "Exercise Program" and
"Other Indebtedness of Management and Directors."
Mr. Abernathy is currently the Executive Director of Patton Boggs, LLP, a
Washington, D.C. law firm. During 1999, the Company retained Patton Boggs, LLP
to represent the Company in various matters and has retained such firm in 2000.
PROPOSAL TWO
RATIFICATION OF AUDITORS
The Board of Directors has appointed BDO Seidman, LLP as the Company's
independent public accountants for the year ending December 31, 2000. BDO
Seidman, LLP has served as the Company's independent accountants since 1989.
Although the appointment of independent public accountants is not required to be
approved by stockholders, the Board of Directors believes stockholders should
participate in the selection of the Company's independent public accountants.
Accordingly, the stockholders will be asked at the Annual Meeting to ratify the
Board's appointment of BDO Seidman, LLP as the Company's independent public
accountants for the year ending December 31, 2000. Representatives of BDO
Seidman, LLP will be present at the Annual Meeting. They will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions of the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.
STOCKHOLDER PROPOSALS
Any proposal intended to be presented by a stockholder at the 2001 Annual
Meeting of Stockholders must be received by the Company at the address specified
below no later than the close of business on January 18, 2001 to be considered
for inclusion in the Proxy Statement for the 2001 Annual Meeting. Any proposal
should be addressed to Secretary, Barringer Technologies Inc., 30 Technology
Drive, Warren New Jersey 07059 and should be sent by certified mail, return
receipt requested.
Under the Company's by-laws, a stockholder must give advanced written
notice of any proposal the stockholder wishes to make at the Annual Meeting. To
be timely, a stockholder's notice of any proposal or the name of any person to
be nominated by any stockholder for election as a director must be delivered to
the Secretary of the Company at its principal executive office not less than 60
nor more than 90 days prior to the date of the meeting; provided, however, that
if the date of the meeting is first publicly announced or disclosed less than 70
days prior to the date of the meeting, such advance notice shall be given not
more than ten days after such date is first so announced or disclosed. Any
stockholder who gives notice of any such proposal must deliver with such
12
<PAGE>
notice the text of the proposal to be presented and a brief written statement of
the reasons why the stockholder favors the proposal setting forth the
stockholder's name and address, the number and class of all shares of each class
of stock of the Company beneficially owned by the stockholder and any material
interest of the stockholder in the proposal. Any stockholder desiring to
nominate any person for election as a director of the Company must deliver with
such notice a statement in writing setting forth the name of the person to be
nominated, the number and class of all shares of each class of stock of the
Company beneficially owned by such person, the information regarding such person
required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by
the Securities and Exchange Commission, such person's signed consent to serve as
a director of the Company if elected, the stockholder's name and address and the
number and class of all shares of each class of stock of the Company
beneficially owned by the stockholder.
OTHER MATTERS
The Board of Directors does not know of any matters, other than those
referred to in the accompanying Notice of Meeting, to be presented at the Annual
Meeting for action by the stockholders. However, if any other matters are
properly brought before the Annual Meeting or any adjournments or postponements
thereof, it is intended that votes will be cast with respect to such matters,
pursuant to the proxies, in accordance with the best judgment of the person
acting under the proxies.
By Order of the Board of Directors
Richard S. Rosenfeld
Vice President - Finance, Chief Financial Officer
Secretary and Treasurer
May 24, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1999,
INCLUDING FINANCIAL STATEMENTS, ACCOMPANIES THIS PROXY STATEMENT. THE ANNUAL
REPORT IS NOT TO BE REGARDED AS PROXY SOLICITING MATERIAL OR AS A COMMUNICATION
BY MEANS OF WHICH ANY SOLICITATION IS TO BE MADE.
13
<PAGE>
BARRINGER TECHNOLOGIES INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, JUNE 6, 2000
The undersigned hereby revokes any prior proxy and appoints Stanley S.
Binder, Kenneth S. Wood, Richard S. Rosenfeld, and each of them, attorneys and
proxies with power of substitution, to vote for and on behalf of the undersigned
at the Barringer Technologies Inc. Annual Meeting of Stockholders to be held on
June 6, 2000 and at any adjournments or postponements thereof (the "Meeting"),
upon the following matters and upon any other business that may properly come
before the Meeting, as set forth in the related Notice of Meeting and Proxy
Statement, both of which have been received by the undersigned.
This proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If this proxy is executed but no direction is made,
this proxy will be voted FOR each of the Proposals.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.
(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)
1
<PAGE>
PLEASE MARK BOXES [ ] IN BLUE OR BLACK INK
1. Election of directors.
FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
To withhold authority for any individual nominee, print that nominee's name on
the space provided below.
- -------------------------------------------------------------------------------
John D. Abernathy, Stanley S. Binder, Richard D. Condon, John H. Davies,
John J. Harte, Lorraine M. Lavet, James C. McGrath and Kenneth S. Wood
2. Ratification of BDO Seidman, LLP as independent public accountants for 2000.
For [ ] Against [ ] Abstain [ ]
If you have noted an address change or comments on either side of this card,
mark here: [ ]
Dated: _________________________, 2000
- -------------------------------------
Please sign this proxy and return it promptly whether or not you expect to
attend the Meeting. You may nevertheless vote in person if you attend.
Please sign exactly as your name appears hereon. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc.
For an account in the name of two or more persons, each should sign, or if one
signs, he or she should attach evidence of authority.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
2
