UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BARRINGTON LABORATORIES, INC
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
068593 10 2
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(CUSIP Number)
Mr. T. J. Jesky
Barrington Laboratories, Inc
1801 E. Tropicana, Suite 9
Las Vegas, NV 89119
(702) 893-2556
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 22, 2000
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: 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.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No.: 068593 10 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Arthur W. Skagen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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7 SOLE VOTING POWER
NUMBER OF SHARES 350,000
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 shares of common stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share (the
"Issuer Common Stock"), of Barrington Laboratories, Inc, a Nevada corporation
(the "Issuer"). The address of the principal executive offices of the
Issuer is: 1801 E. Tropicana, Suite 9, Las Vegas, NV 89119.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Mr. Arthur W. Skagen, an individual (the
"Reporting Person"). The Reporting Person's principal occupation is that of
a Canadian attorney and corporate consultant. The Reporting Person's address
is: 300 Guildford Landmark Building, 15127-100th Avenue, Surrey, British
Columbia, Canada V3R ON9. On November 22, 2000, the Issuer entered into a
business services contract with the Reporting Person for general corporate
consulting services which may include, but not be limited to: assistance in
the preparation and organization of corporate and financial due diligence
material, assistance in the review and evaluation of potential merger
candidates, assistance in negotiating the terms of a merger or reorganization,
assistance in evaluating and analyzing the Company's specific industry and its
competitors, assistance with corresponding with the Company's accountants and
auditors, and assistance concerning strategic planning regarding business
matters and financial forecasts and projections.
The Reporting Person has not, during the last five years, been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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.
The Reporting Person is a citizen of Canada.
The filing of this statement on Schedule 13D shall not be construed as an
admission that the Reporting Person is, for purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 21, 2000, the Issuer entered into a business services contract with
the Reporting Person for general corporate consulting. The Issuer, pursuant to
the business services contract attached as Exhibit A hereto, granted the
Reporting Person 350,000 shares of the Issuer's common stock through an S-8
registration with the U.S. Securities and Exchange Commission filed on
November 22, 2000.
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person does not have any other plans which relate to or would
result in any of the items listed in paragraphs (a) though (j) of Item 4
(although the Reporting Person reserves the right to develop such plans or
proposals). From time to time the Reporting person may acquire additional
shares of common stock of the Issuer or dispose of some or all of the shares
of the Issuer's common stock that he owns.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person beneficially owns and has the sole power to vote and
dispose of 350,000 shares of Issuer Common Stock, representing approximately
8.53% of the 4,100,700 shares of Issuer Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On November 22, 2000, the Issuer entered into a business services contract
with the Reporting Person for general corporate consulting services which may
include, but not be limited to: assistance in the preparation and organization
of corporate and financial due diligence material, assistance in the review and
evaluation of potential merger candidates, assistance in negotiating the terms
of a merger or reorganization, assistance in evaluating and analyzing the
Company's specific industry and its competitors, assistance with corresponding
with the Company's accountants and auditors, and assistance concerning
strategic planning regarding business matters and financial forecasts and
projections.
The Issuer, pursuant to the business services contract as attached as Exhibit A
hereto, granted the Reporting Person 350,000 shares of the Issuer's common
stock through an S-8 registration with the U.S. Securities and Exchange
Commission filed on November 22, 2000.
There are no other contracts, arrangements, understandings or relationships
among the Persons named in Item 2 and between such persons and any other person
with respect to any securities of the Issuer, including, but not limited to,
the transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Business services contract between the Issuer and the Reporting
Person, dated November 21, 2000.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
November 27, 2000 /s/ Arthur W. Skagen
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Name: Arthur W. Skagen
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EXHIBIT A
CONSULTING SERVICES CONTRACT
WITH ARTHUR W. SKAGEN
This consulting services agreement ("Consulting Agreement") is made as of
this 27th day of October, 2000, by and between Arthur W. Skagen ("Skagen" or
"Consultant"), 300 Guildford Landmark Building, 15127 - 100th Avenue, Surrey,
British Columbia, Canada V3R 0N9, and Barrington Laboratories, Inc., 1801 E.
Tropicana, Suite 9, Las Vegas, Nevada 89119 (referred to herein as the
"Company" or "Issuer"), with Skagen and Company collectively sometimes herein
referred to as the "Parties". The Parties hereto, for ten (10) dollars and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
WHEREAS, the Company (a Nevada corporation) is a fully reporting company whose
securities are traded on the Over-the-Counter Bulletin Board under the ticker
symbol "BRRT"; and
WHEREAS, Skagen, an attorney, is in the business of consulting with private
and public companies regarding issues of business development, management
reorganization, financial forecasts and projections, and merger and
acquisition strategies; and
WHEREAS, the Company wishes to retain Skagen as a non-exclusive
corporate consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain Skagen to provide general
corporate consulting services which may include, but not be limited to:
assistance in the preparation and organization of corporate and
financial due diligence material, assistance in the review and
evaluation of potential merger candidates, assistance in negotiating the
terms of a merger or reorganization, assistance in evaluating and
analyzing the Company's specific industry and its competitors,
assistance with corresponding with the Company's accountants and
auditors, and assistance concerning strategic planning regarding
business matters and financial forecasts and projections. Skagen shall
agree to make available qualified personnel for the foregoing purposes
and devote such business time and attention thereto as it shall
determine is required.
The Company understands that any and all suggestions,
opinions or advice given to the Company by Skagen are advisory only and
the ultimate responsibility, liability and decision regarding any
action(s) taken or decisions made lies solely with the Company and not
with Skagen.
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2. Term. The term of this Consulting Agreement shall be for a
period of one year from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Issuer agrees to
issue to Skagen and Skagen agrees to accept from Issuer, as compensation
for the Consulting Services, three hundred fifty thousand (350,000) shares
of the Company's common stock, par value $.001 per share. The Company
hereby agrees to register the shares of common stock underlying the above
referenced common stock on a Form S-8 registration statement.
4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Nevada. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Nevada. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a
question of conflict of laws.
5. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
5.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and
subsisting under the laws of the jurisdiction in which it was organized.
5.2 Enforceability. Issuer has duly executed and delivered this agreement
and (subject to its execution by Consultant) it constitutes a valid and
binding agreement of Issuer enforceable in accordance with its terms against
Issuer, except as such enforceability may be limited by principles of public
policy, and subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.
5.3 Capitalization. Issuer has no outstanding capital stock other than
common stock as of the date of this agreement. Issuer is authorized to issue
350,000 Shares of Common Stock, of which 3,750,700 Shares are issued and
outstanding. All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, nonassessable and not subject to
any preemptive or similar rights; and the Shares have been duly authorized
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and, when issued and delivered to Consultant as payment for services
rendered as provided by this agreement, will be validly issued, fully paid
and nonassessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights.
6. Miscellaneous.
6.1 Assignment. This Agreement is not transferable or
assignable.
6.2 Execution and Delivery of Agreement. Each of the
parties shall be entitled to rely on delivery by fax transmission of an
executed copy of this agreement by the other party, and acceptance of
such fax copies shall create a valid and binding agreement between the
parties.
6.3 Titles. The titles of the sections and subsections of
this agreement are for the convenience of reference only and are not to
be considered in construing this agreement.
6.4 Severability. The invalidity or unenforceability of
any particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
6.5 Entire Agreement. This agreement constitutes the
entire agreement and understanding between the parties with respect to
the subject matters herein and supersedes and replaces any prior
agreements and understandings, whether oral or written, between them
with respect to such matters.
6.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above mentioned.
BARRINGTON LABORATORIES, INC.
By: /s/ T. J. Jesky
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T. J. Jesky, CEO
AGREED AND ACCEPTED
By: /s/ Arthur W. Skagen
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Arthur W. Skagen
300 Guildford Landmark Building
15127 - 100th Avenue
Surrey, British Columbia
Canada V3R 0N9
350,000 Shares. Number of Shares to be issued
to Arthur W. Skagen pursuant to this agreement.
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