<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Barringer Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
068508100
- --------------------------------------------------------------------------------
(CUSIP Number)
William R. Collins, Esq.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the Statement [x].
Page 1 of 9 Pages
Exhibit Index is on Page 8
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<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------ -------------------------
CUSIP No. 068508100 13D Page 2 of 9 Pages
- ------------------------------ -------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
- ---- ----------------------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John P. Holmes, III
- ---- ----------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
- ---- ----------------------------------------------------------------------------------------------------
3 SEC Use Only
- ---- ----------------------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
PF
- ---- ----------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ---- ----------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ------- -----------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
126,435
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Beneficially 8 Shared Voting Power
Owned by
0
------- -----------------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
126,435
------- -----------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ---- ----------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
126,435
- ---- ----------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
- ---- ----------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.7%
- ---- ----------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ---- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 068508100 13D Page 3 of 9 Pages
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</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
- ---- ----------------------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. Francis Lavelle
- ---- ----------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
- ---- ----------------------------------------------------------------------------------------------------
3 SEC Use Only
- ---- ----------------------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
PF
- ---- ----------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ---- ----------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ------- -----------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
126,435
------- -----------------------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
0
------- -----------------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
126,435
------- -----------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ---- ----------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
126,435
- ---- ----------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [x]
- ---- ----------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.7%
- ---- ----------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ---- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
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CUSIP No. 068508100 13D Page 4 of 9 Pages
- ------------------------------ -------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
- ---- ----------------------------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas A. Dippel
- ---- ----------------------------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [x]
- ---- ----------------------------------------------------------------------------------------------------
3 SEC Use Only
- ---- ----------------------------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
PF
- ---- ----------------------------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
- ---- ----------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- ------------------- ------- -----------------------------------------------------------------------------
Number of Shares 7 Sole Voting Power
10,177
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Beneficially 8 Shared Voting Power
Owned by
0
------- -----------------------------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting
10,177
------- -----------------------------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- ---- ----------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,177
- ---- ----------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [x]
- ---- ----------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.6%
- ---- ----------------------------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- ---- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<PAGE>
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Page 5 of 9 Pages
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Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the Common Stock, par value $.01 per share ("Shares"), of Barringer
Laboratories, Inc., a Delaware corporation (the "Issuer"), with its principal
executive offices located at 15000 West 6th Avenue, Suite 300, Golden, Colorado
80401-5047.
Item 2. Identity and Background.
The persons filing this Statement are John P. Holmes, III
("JPH"), J. Francis Lavelle ("JFL") and Thomas A. Dippel ("TAD") (collectively,
the "Reporting Persons"). Each Reporting Person is a citizen of the United
States of America.
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Each Reporting Person disclaims beneficial
ownership of Shares owned by the other Reporting Persons.
JPH's principal occupation or employment is serving as
president and managing director of Ahern Partners, a money management firm. JPH
also serves as a managing director of Green Field Capital Management, Inc.
("Green Field") and Aspetuck Capital Management Inc. ("Aspetuck"), which are
private investment firms. JPH's business address is c/o Ahern Partners, 18 Kings
Highway North, Westport, Connecticut 06880.
JFL's principal occupation or employment is serving as a
managing director of The Nassau Group, Inc. ("Nassau"), an investment banking
firm which provides strategic advisory services to its corporate clients. JFL
also serves as a managing director of Green Field and Aspetuck. JFL's business
address is c/o The Nassau Group, Inc., 18 Kings Highway North, Westport,
Connecticut 06880.
TAD's principal occupation or employment is serving as an
associate of Nassau. TAD also serves as an associate of Green Field and
Aspetuck. TAD's business address is c/o The Nassau Group, Inc., 18 Kings Highway
North, Westport, Connecticut 06880.
No Reporting Person has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for 100,000 of the 126,435 Shares
beneficially owned by JPH, including payment of commissions, was $96,500. The
purchase of these Shares was funded from cash available to JPH. JPH acquired
beneficial ownership of the other 26,435 Shares pursuant to the issuance by the
Issuer to JPH of the JPH Warrant described in Item 6.
The aggregate purchase price for 100,000 of the 126,435 Shares
beneficially owned by JFL, including payment of commissions, was $96,500. The
purchase of these Shares was funded from cash available to JFL. JFL acquired
beneficial ownership of the other 26,435 Shares pursuant to the issuance by the
Issuer to JFL of the JFL Warrant described in Item 6.
<PAGE>
<PAGE>
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Page 6 of 9 Pages
-------------------------
The aggregate purchase price for 8,047 of the 10,177 Shares
beneficially owned by TAD, including payment of commissions, was $7,765. The
purchase of these Shares was funded from cash available to TAD. TAD acquired
beneficial ownership of the other 2,130 Shares pursuant to the issuance by the
Issuer to TAD of the TAD Warrant described in Item 6.
Item 4. Purpose of Transaction.
Each Reporting Person acquired his Shares for investment
purposes. Each Reporting Person believes that the Shares represent an attractive
investment opportunity. Each Reporting Person will continue to evaluate his
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Issuer's securities in particular, such Reporting Person's own financial
condition, other investment opportunities and other future developments. Based
upon such evaluation, each Reporting Person will take such actions in the future
as such Reporting Person may deem appropriate in light of the circumstances
existing from time to time. If any Reporting Person believes that further
investment in the Issuer is warranted, whether because of the market prices for
the Issuer's securities or otherwise, such Reporting Person may acquire
additional Shares or other securities (in addition to the warrants that the
Issuer has agreed to issue to the Reporting Persons as described in Item 6),
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, a Reporting Person may determine to
dispose of some or all of the Shares owned by such Reporting Person.
Except as set forth above in this Item 4 and in Item 6, no
Reporting Person has plans or proposals with respect to any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth information with respect to
the Shares beneficially owned by each Reporting Person as of the close of
business on May 23, 1996:
<TABLE>
<CAPTION>
Number of Approximate Percentage of
Name Shares Outstanding Shares (1)
---- --------- -------------------------
<S> <C> <C>
JPH 126,435(2)(3) 7.7%
JFL 126,435(2)(4) 7.7%
TAD 10,177(2)(5) 0.6%
</TABLE>
- ---------------
(1) Computed on the basis of 1,652,016 Shares outstanding as of March 31, 1996
as specified in the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996.
(2) The Reporting Persons may be deemed to be a "group" within the meaning of
Rule 13d-5 promulgated under the Exchange Act, by virtue of an
understanding between them to act together from time to time for the
purpose of acquiring holding, voting, or disposing of Shares. Thus,
pursuant to Rule 13d-5, each Reporting Person may be deemed to
beneficially own all Shares beneficially owned by the other Reporting
Persons. Each Reporting Person disclaims beneficial ownership of such
Shares.
<PAGE>
<PAGE>
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Page 7 of 9 Pages
-------------------------
(3) Includes 26,435 Shares that JPH has the right to acquire upon exercise of
the JPH Warrant described in Item 6. Excludes 4,006 Shares issuable upon
exercise of warrants that the Issuer has agreed to issue to JPH within 60
days of this Statement as described in Item 6.
(4) Includes 26,435 Shares that JPL has the right to acquire upon exercise of
the JFL Warrant described in Item 6. Excludes 4,006 Shares issuable upon
exercise of warrants that the Issuer has agreed to issue to JFL within 60
days of this Statement as described in Item 6.
(5) Includes 2,130 Shares that TAD has the right to acquire upon exercise of
the TAD Warrant described in Item 6. Excludes 322 Shares issuable upon
exercise of warrants that the Issuer has agreed to issue to TAD within 60
days of this Statement as described in Item 6.
(b) JPH has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 100,000 Shares that he beneficially
owns. Upon exercise in whole of the JPH Warrant, JPH will have sole power to
vote or to direct the vote or to dispose or to direct the disposition of the
other 26,435 Shares that he beneficially owns.
JFL has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 100,000 Shares that he beneficially
owns. Upon exercise in whole of the JFL Warrant, JFL will have sole power to
vote or to direct the vote or to dispose or to direct the disposition of the
other 26,435 Shares that he beneficially owns.
TAD has the sole power to vote or to direct the vote or to
dispose or to direct the disposition of 8,047 Shares that he beneficially owns.
Upon exercise in whole of the TAD Warrant, TAD will have sole power to vote or
to direct the vote or to dispose or to direct the disposition of the other 2,130
Shares that he beneficially owns.
(c) On May 15, 1996, pursuant to the DMFR Letter of Intent
described in Item 6, JPH, JFL and TAD acquired beneficial ownership of 100,000,
100,000 and 8,047 Shares, respectively, from D.M.F.R. Group USA Co. ("DMFR") for
$.95 per Share in cash, excluding brokerage commissions, in a privately
negotiated transaction in the over-the-counter market.
To induce the Reporting Persons to consummate the purchase
from DMFR described above, on May 13, 1996, the Issuer issued to the Reporting
Persons the JPH Warrant, the JFL Warrant and the TAD Warrant.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
Shares which the Reporting Persons may be deemed to beneficially own.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Green Field, on behalf of the Reporting Persons, entered into
a letter of intent dated April 23, 1996 with DMFR, a copy of which is attached
hereto as Exhibit 1 (the "DMFR letter of Intent") and is incorporated herein by
reference, pursuant to which the Reporting Persons purchased an aggregate of
208,047 Shares as described in Item 5(c).
On behalf of the Reporting Persons, Green Field also entered
into a letter agreement dated May 13, 1996 with the Issuer, a copy of which is
attached hereto as Exhibit 2 (the "Issuer Letter") and is incorporated herein by
reference, pursuant to which the Issuer agreed to issue the JPH Warrant, the JFL
Warrant and the TAD Warrant. In addition, the Issuer Letter provides that the
Issuer will issue to the Reporting Persons additional warrants to purchase an
aggregate of 25,000 Shares at $1.06 per Share and 25,000 Shares at $1.25 per
Share. These warrants will be issued to the Reporting Persons beginning on or
around June 15, 1996 at a rate of 4,167 per month for twelve months. The form of
these warrants will be substantially the same as the JPH Warrant, the JFL
Warrant and the TAD Warrant. The Issuer Letter further provides that (i) upon
the acquisition by the Reporting Persons and persons affiliated therewith of at
least 165,000 Shares, the Issuer's Board of Directors will nominate either JPH
or JFL to the Board and (ii) upon the acquisition by the Reporting Persons and
persons affiliated therewith of at least 330,000 Shares, the Issuer's Board of
Directors will nominate both JPH and JFL to the Board.
<PAGE>
<PAGE>
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Page 8 of 9 Pages
-------------------------
On May 13, 1996, the Issuer issued to JPH, JFL and TAD
warrants to purchase 26,435, 26,435 and 2,130 Shares, respectively, copies of
which are attached hereto as Exhibit 3 (the "JPH Warrant"), Exhibit 4 (the "JFL
Warrant") and Exhibit 5 (the "TAD Warrant"), respectively, and are incorporated
herein by reference. The warrants are exercisable, in whole or in part, at any
time or from time to time prior to May 13, 2001 at a price per Share of $1.06.
The warrants also provide for certain demand and incidental registration rights
with respect to Shares issuable upon exercise thereof.
The Issuer also entered into an engagement letter dated May
13, 1996 with Nassau, a copy of which is attached hereto as Exhibit 6 and is
incorporated herein by reference, pursuant to which the Issuer engaged Nassau
through at least June 1, 1998 to provide the Issuer with certain investment
banking services.
The Reporting Persons are also parties to a Joint Filing
Agreement, a copy of which is attached hereto as Exhibit 7 and is incorporated
herein by reference, with respect to the filing of this Statement and any
amendments hereto.
Except as described in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof and between such persons and any other person
with respect to any securities of the Issuer, including, but not limited to,
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, 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.
<TABLE>
<S> <C>
Exhibit 1 Letter of Intent dated April 23, 1996 between Green Field and DMFR.
Exhibit 2 Letter Agreement dated May 13, 1996 between Green Field and the Issuer.
Exhibit 3 Warrant dated May 13, 1996 to purchase 26,435 Shares issued by the Issuer to JPH.
Exhibit 4 Warrant dated May 13, 1996 to purchase 26,435 Shares issued by the Issuer to JFL.
Exhibit 5 Warrant dated May 13, 1996 to purchase 2,130 Shares issued by the Issuer to TAD.
Exhibit 6 Engagement Letter dated May 13, 1996 between Nassau and the Issuer.
Exhibit 7 Joint Filing Agreement dated May 23, 1996 by and among the Reporting Persons.
<PAGE>
<PAGE>
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Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: May 23, 1996
/s/ John P. Holmes, III
___________________________________
John P. Holmes, III
/s/ J. Francis Lavelle
___________________________________
J. Francis Lavelle
/s/ Thomas A. Dippel
___________________________________
Thomas A. Dippel
<PAGE>
<PAGE>
Exhibit Index
</TABLE>
<TABLE>
<CAPTION>
Exhibit Description
Number of Document
------- -----------
<S> <C>
1 Letter of Intent dated April 23
1996, between Green Field and
DMFR.
Letter Agreement dated May 13
2 1996 between Green Field and
the Issuer.
3 Warrant dated May 13, 1996 to
purchase 26,435 Shares issued
by the Issuer to JPH.
4 Warrant dated May 13, 1996 to
purchase 26,435 Shares issued
by the Issuer to JFL.
5 Warrant dated May 13, 1996 to
purchase 2,130 Shares issued by
the Issuer to TAD.
6 Engagement Letter dated May
13, 1996 between Nassau and the
Issuer.
7 Joint Filing Agreement dated
May 23, 1996 by and among the
Reporting Persons.
</TABLE>
<PAGE>
Exhibit 1
GREEN FIELD CAPITAL MANAGEMENT, INC.
18 Kings Highway North Westport, Connecticut 06880
203-227-3392 Fax: 203-227-4718
- --------------------------------------------------------------------------------
STRICTLY CONFIDENTIAL
April 23, 1996
D.M.F.R. Group USA Co.
65 High Ridge Road
Unit 247
Stamford, Connecticut 06905
LETTER OF INTENT
Dear Sirs:
The following sets forth the principal terms and conditions of a
proposed transaction (the "Transaction") between Green Field Capital Management,
Inc., together with certain of its affiliates and other third party investors
("Green Field"), and D.M.F.R. Group USA Co. ("Seller") relating to shares of
Barringer Laboratories, Inc. ("Barringer").
1. Form of Transaction.
Green Field will acquire 208,047 shares of common stock par
value $ 0.01 of Barringer from Seller.
2. Consideration.
The purchase price per share shall be $0.95.
3. Representations, Warrants, Covenants and Indemnities.
The parties will negotiate in good faith representations,
warranties, covenants and indemnities customary to
transactions of this kind.
4. Conditions Precedent to Closing.
a. The preparation, execution and delivery of a mutually
satisfactory definitive stock purchase agreement;
b. obtaining all necessary approvals, consents, waivers and
clearances from governmental and other regulatory
authorities, lenders and others;
<PAGE>
<PAGE>
D.M.F.R. Group USA Co.
April 23, 1996
page 2
c. Green Field's satisfactory completion, in its sole
discretion, of a due diligence review of Barringer;
d. negotiations and execution of such additional agreements
as shall be necessary or advisable.
5. Closing Date.
It is anticipated that the closing of the transaction will
take place in less than 30 days from the date of the execution
of this Letter of Intent.
6. Exclusivity.
For a period of 15 days from May 6, 1996, neither the Seller
or any of its affiliates nor any of their respective officers,
directors, employees, agents or representatives will, either
directly or indirectly, entertain or conduct discussions with
any person with respect to any offer for the purchase or sale
of its shares of Barringer. The term "person" as used in this
letter shall be interpreted to include without limitation any
corporation, company, group, partnership or individual.
7. Expenses.
Each party will pay for its own legal, accounting and other
expenses in connection with the transaction.
8. Public Announcements.
Public announcements will be made as required by law; the
parties will consult prior to the issuance thereof.
9. Non-Binding Effect.
Except as to Paragraphs 6 and 7, this Letter of Intent does
not constitute a definitive agreement or a binding offer and
acceptance; it is a non-binding Letter of Intent, intended to
serve as a format for the initiation of discussions between
the parties thereof and shall be binding, upon the completion
of all of the conditions precedent referred to above
including, but not limited to, the execution of definitive
agreements.
<PAGE>
<PAGE>
D.M.F.R. Group USA Co.
April 23, 1996
page 3
If the foregoing correctly sets forth your understanding, please sign
in the space provided below and return an executed copy to the undersigned.
Very truly yours,
GREEN FIELD CAPITAL
MANAGEMENT, INC.
By: /s/ John P. Holmes
______________________________________
Accepted and agreed to as of Mr. John P. Holmes
the date first above written Managing Director
D.M.F.R. GROUP USA CO.
By: /s/ Mario Catelli
_____________________________
Name: Mario Catelli
_____________________________
Title: President
_____________________________
<PAGE>
Exhibit 2
GREEN FIELD CAPITAL MANAGEMENT, INC.
18 Kings Highway North Westport, Connecticut 06880
203-227-3392 Fax: 203-227-4718
- --------------------------------------------------------------------------------
J. Francis Lavelle
Managing Director
STRICTLY CONFIDENTIAL
May 13, 1996
Mr. Robert H. Walker
President
Barringer Laboratories, Inc.
15000 West 6th Avenue
Suite 300
Golden, Colorado 80401-5047
Dear Bob:
We attach the form of warrant agreement for the initial three tranches
of Warrants to be issued to J. Francis Lavelle, John P. Holmes and Thomas A.
Dippel as of today. As per our April 25, 1996 agreement with Barringer
Laboratories, Inc. (the "Company") and contingent upon Green Field or its
designees' purchase of at least 10% of the outstanding shares of the Company
within 30 days of this Agreement, the Company agrees to issue to each of us on
the 15th of each month for the next 12 months (June 1996 to May 1997) additional
Warrants covering the following amount of shares (in the final month, the total
will have to be reduced by four shares):
Mr. J. Francis Lavelle 2,003 shares per month (24,034 total)
Mr. John P. Holmes 2,003 shares per month (24,034 total)
Mr. Thomas A. Dippel 161 shares per month (1,932 total)
The Company may with 90 days notice terminate the above
vesting process and the issuance of additional Warrants. Such Warrants
shall be issued on a monthly basis substantially in the same form as
that attached hereto as Exhibit A. The first 25,000 of such Warrants
shall be exercisable at $1.06; the remaining 25,000 shall be
exercisable at $1.25.
Furthermore, it is agreed and understood that if Green Field or its
designees purchase at least 10% of the outstanding shares of the Company within
30 days of this Agreement, the Company's Board of Directors agrees to nominate
Mr. J. Francis Lavelle or Mr. John P. Holmes (at the sole discretion of Green
Field Capital Management, Inc.) to its Board of Directors within 30 days of
Green Field or its designees' acquiring 10% of the Company's outstanding shares,
i.e. approximately 165,000 shares. To the extent that Green Field or its
designees subsequently acquire 20% or more of the Company's outstanding shares,
i.e. approximately 330,000 shares, the Company's Board of Directors agrees to
nominate Mr. J. Francis Lavelle and Mr. John P. Holmes to its Board of Directors
within 30 days of Green Field or its designees' acquiring such an ownership
position.
<PAGE>
<PAGE>
Mr. Robert H. Walker
May 13, 1996
page 2
If the foregoing is in accordance with your understanding of our
agreement, kindly sign where indicated below and return an executed copy to us
via fax.
GREEN FIELD CAPITAL
MANAGEMENT, INC.
By: /s/ J. Francis Lavelle
______________________________________
Mr. J. Francis Lavelle
Managing Director
AGREED TO:
BARRINGER LABORATORIES, INC.
By: /s/ Robert H. Walker
____________________________________
Mr. Robert H. Walker
President and CEO
Attachment: Exhibit A
<PAGE>
Exhibit 3
THESE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED IN
ACCORDANCE WITH SAID ACT, OR IT IS ESTABLISHED TO THE
SATISFACTION OF THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Void after 5:00 p.m., New York, New York Time,
on May 13, 2001
WARRANTS FOR THE PURCHASE OF
26,435 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE
OF
BARRINGER LABORATORIES, INC.
This Is To Certify That, FOR VALUE RECEIVED, Mr. John. P.
Holmes, or his successors and permitted assigns ("Holder"), is entitled to
purchase, subject to the provisions of these Warrants, from Barringer
Laboratories, Inc., a Delaware corporation ("Company"), Twenty Six Thousand Four
Hundred Thirty Five (26,435) duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock, $.01 par value per share, of the Company
("Common Stock"), at One Dollar and Six Cents ($1.06) per share, at any time or
from time to time during the period from May 13, 1996 to May 13, 2001, but not
later than 5:00 p.m., New York, New York time on May 13, 2001. The number of
shares of Common Stock which the Holder is entitled to purchase upon the
exercise of each Warrant and the exercise price to be paid for each share of
Common Stock may be adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable upon such exercise, as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise
price for one (1) Warrant Share in effect at any time and as adjusted from time
to time is hereinafter sometimes referred to as the "Exercise Price".
-1-
<PAGE>
<PAGE>
1. EXERCISE OF WARRANTS.
a. These Warrants may be exercised in whole or in part at any
time or from time to time on or after May 13, 1996 and until May 13, 2001. If
these Warrants shall be exercised on any day on which banking institutions in
the State of New York are authorized or required by law to close, then these
Warrants shall be deemed exercised on the next succeeding day which shall not be
such a day. These Warrants may be exercised by presentation and surrender hereof
to the Company at its principal office (or to the stock transfer agent, if any,
of the Company at its office), with the Purchase Form annexed hereto duly
executed and accompanied by payment of the aggregate Exercise Price for the
number of Warrant Shares specified in such Purchase Form. The aggregate Exercise
Price for such Warrant Shares may be tendered to the Company in cash, by
certified check or bank draft, by conversion of any indebtedness outstanding at
such time of the Company to the Holder, if the Common Stock is then publicly
traded, in Warrants (valued for this purpose at their fair market value
determined as provided in subparagraph (b) below), or by any combination
thereof. Any request for exercise must be accompanied by such investment
representations as are reasonably requested by the Company. As soon as
practicable after each such exercise of a Warrant, but not later than 30 days
from the date of such exercise, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, in such denomination or denominations and registered in such name or
names as the Holder shall have specified in the Purchase Form; provided, that if
a certificate or certificates for Warrant Shares are to be registered in a name
or names other than the name of the Holder, and the transfer of such Warrant
Shares is not made pursuant to a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), the Holder shall deliver to the
Company a legal opinion reasonably satisfactory to the Company to the effect
that such transfer is not required to be registered under the Securities Act. If
these Warrants should be exercised in part only, the Company shall, upon
surrender of these Warrants for cancellation, execute and deliver new Warrants
substantially in the form hereof evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares covered by these Warrants. Upon
receipt by the Company of these Warrants at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder or
its designee shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to the Holder or
its designee.
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b. Payment for the Exercise Price tendered in Warrants under
subparagraph (a) above shall be by presentation and surrender of such Warrants,
and the Warrants so delivered shall be valued at an amount equal to the product
of (x) the number of Warrant Shares deliverable upon exercise of such Warrants
and (y) the excess, if any, of (i) the average of the closing price of the
Common Stock on the principal exchange on which the Common Stock is traded for
the trading days (during which the Common Stock actually traded) during the
90-day period preceding the date of exercise or, if the Common Stock is not
traded on an exchange, the average closing price of the Common Stock in the
over-the-counter market for the trading days (during which the Common Stock
actually traded) during the 90-day period preceding the date of exercise over
(ii) the Exercise Price.
2. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, for issuance and/or
delivery upon exercise of these Warrants, such number of shares of its duly
authorized and unissued Common Stock, as shall be required for issuance and
delivery of Warrant Shares upon exercise in full of all outstanding Warrants.
All shares of Common Stock which are so issuable shall, when issued, be duly and
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges.
3. FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of these
Warrants. In lieu of issuing a fraction of a share, the number of Warrant Shares
to be received upon any exercise shall be rounded up to the next whole share.
4. ASSIGNMENT OR LOSS OF WARRANT. These Warrants are not
assignable without the prior written consent of the Company, except that the
Holder may assign these Warrants, in whole or in part, to any affiliate of the
Holder without the consent of the Company. Further, any assignee of such
Warrants (except for affiliates of the Holder) shall provide the Company with
such investment representations as the Company may reasonably request and the
Holder shall provide the Company with a legal opinion reasonably satisfactory to
the Company that such transfer may be effected without registration under the
Securities Act. Subject to the Company's consent and receipt of the foregoing
(if required), upon surrender of these Warrants to the Company at its principal
office or at the office of its stock transfer agent, if any, with an Assignment
Form reasonably acceptable to the Company duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge to the assignor or the
assignee, execute and deliver a new Warrant or Warrants of like tenor as these
Warrants in the name or names of the assignee or assignees and in the
denomination or denominations specified in such
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instrument of assignment, and these Warrants shall promptly be canceled. If less
than all of these Warrants are being assigned, new Warrants of like tenor as
these Warrants shall be issued and delivered to the Holder hereof for the
portion of these Warrants not being assigned.
Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of these Warrants, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of these Warrants, if mutilated, the Company
will execute and deliver new Warrants of like tenor and date exercisable for an
equivalent number of shares of Common Stock.
5. RIGHTS OF THE HOLDER. The Holder shall not by virtue hereof
be entitled to any rights as a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed or
incorporated in these Warrants and are not enforceable against the Company
except to the extent set forth or incorporated herein.
6. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at
any time and the number and kind of securities purchasable upon the exercise of
the Warrants shall be subject to adjustment from time to time upon the happening
of certain events, as follows:
a. In case the Company shall (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price shall be adjusted, effective immediately after the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification, to a price determined by multiplying the Exercise Price in
effect immediately prior to such record date or effective date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately before giving effect to such dividend, distribution, subdivision,
combination or reclassification, and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such
dividend, distribution, subdivision, combination or reclassification.
b. Whenever the Exercise Price payable upon exercise of a
Warrant is adjusted pursuant to subparagraph (a) above, the number of Warrant
Shares purchasable upon exercise of a Warrant shall simultaneously be adjusted
by multiplying the number of Warrant Shares purchasable immediately prior to any
adjustment by the Exercise Price in effect immediately prior to any
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adjustment and dividing the product so obtained by the Exercise Price as
adjusted.
c. The provisions of this paragraph 6 shall not apply to
(i) the issue, sale, distribution or grant of any shares of Common Stock, any
rights, warrants or options to subscribe for or purchase shares of Common Stock
or any securities convertible into or exchangeable for shares of Common Stock to
officers, directors or employees of the Company pursuant to a compensation plan
that currently exists and has been, or in the future may exist and will be,
approved by the stockholders of the Company or (ii) the issuance of shares of
Common Stock to officers, directors or employees of the Company upon any
exercise of rights, warrants or options, or any conversion or exchange of
convertible or exchangeable securities, described in clause (i) above. No
adjustment to the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least five cents ($.05) in such price;
provided, however, that any adjustments which by reason of this subparagraph (c)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment made under this paragraph 6. All calculations under
this paragraph 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this paragraph 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to reduce the Exercise Price, in addition to those required reductions
by this paragraph 6, as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any federal income tax liability to the
holders of Common Stock or securities convertible into Common Stock (including
Warrants).
d. Whenever the Exercise Price is adjusted as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Warrant Shares issuable upon exercise of a
Warrant to be mailed to the Holder, at its last address appearing in the Warrant
Register (as hereinafter defined), and shall cause a certified copy thereof to
be mailed to the Company's stock transfer agent, if any. The Company may retain
a firm of nationally recognized independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this paragraph 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
e. In the event that at any time, as a result of an
adjustment made pursuant to subparagraph (a) above, the Holder of a Warrant
thereafter shall become entitled to receive any
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shares of the Company other than Common Stock, thereafter the number of such
other shares so receivable upon exercise of a Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
subparagraph (a).
f. Irrespective of any adjustments in the Exercise Price
or the number or kind of Warrant Shares purchasable upon exercise of a Warrant,
Warrants issued in substitution or replacement of these Warrants may continue to
express the same Exercise Price and number and kind of Warrant Shares as are
stated in such substituted or replaced Warrants.
g. As a condition precedent to the taking of any action
which would require an adjustment pursuant to this paragraph 6, the Company
shall take any action which may be necessary in order that the Company may
thereafter validly and legally issue as fully paid and nonassessable all Warrant
Shares which the Holder of these Warrants is entitled to receive upon the
exercise thereof.
h. In case of any consolidation or merger to which the
Company is a party, other than a consolidation or merger in which the Company is
a continuing corporation and which does not result in any reclassification or
conversion of, or change in, the outstanding shares of Common Stock, or any sale
or conveyance of the property of the Company as an entirety or substantially as
an entirety (any such event being called a "Capital Reorganization") the Company
shall cause effective provisions to be made so that the Holder shall have the
right thereafter by exercising these Warrants at any time prior to their
expiration, to receive (in lieu of the number of shares of Common Stock
theretofore deliverable) cash in an amount per share of Common Stock equal to
the excess, if any, of (x) the fair market value per share of Common Stock of
the consideration received in the Capital Reorganization over (y) the Exercise
Price.
7. REGISTRATION RIGHTS
a. Upon a written request to register some or all of the
Warrant Shares issued or issuable upon exercise of these Warrants pursuant to
the Securities Act from the holders thereof, the Company will use its best
efforts to register such Warrant Shares for resale by the holder thereof on Form
S-3 or any other registration form then available ("S-3 Registration"). The
Company hereby agrees to use its best efforts to continue to qualify for the use
of Form S-3.
b. Each time the Company shall determine or be required
to proceed with the preparation and filing of a
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registration statement under the Securities Act in connection with the proposed
public offering of equity securities of the Company, the Company will give
written notice thereof to the holders of the Warrant Shares. Upon the written
request of any holder given within 20 days after receipt of any such notice from
the Company, the Company will, except as herein provided, cause all Warrant
Shares for which such holder has so requested registration, to be included in
such registration statement, provided that nothing herein shall prevent the
Company from, at any time, withdrawing, abandoning or delaying any registration
that is not required under (a) above, and provided further, that the rights of
any holder under this subsection shall not extend (i) to registrations on Form
S-8, on Form S-4 or on any other Form which would not permit by its terms
inclusion of the Warrant Shares, and (ii) to any offering initiated by the
Company for its own account if the Company determines in good faith, upon
consultation with its underwriter, that the inclusion of the Warrant Shares
would adversely affect the success of such offering. If any registration
pursuant to this subsection shall be underwritten, in whole or in part, the
Company may require that the Warrant Shares requested for inclusion pursuant to
this subsection be included in the underwriting on the same terms and conditions
as the securities otherwise being sold through the underwriters. If in the good
faith judgment evidenced in writing of the underwriter of such public offering
only a limited number of Warrant Shares should be included in such public
offering, or no such Warrant Shares should be included, the holders of the
Warrant Shares, and all other security holders with contractual registration
rights, shall be limited to registering such proportion of their respective
shares as shall equal the proportion that the number of shares of selling
security holders permitted to be registered by the underwriter in such offering
bears to the total number of all shares then held by all selling security
holders desiring to participate in such offering.
c. If and whenever one or more holders of these Warrants
and any Warrant Shares have requested pursuant to the provisions of subparagraph
(a) or (b) above that the Company effect the registration of all of the Warrant
Shares under the Securities Act, the Company will:
(1) prepare and file with the SEC at the earliest
practicable date the appropriate registration statement with respect to such
Warrant Shares and use all reasonable efforts to cause such registration
statement to become effective as soon as practicable thereafter and to remain
effective for such period as may be reasonably necessary to effect the sale of
the Warrant Shares, but in any event no longer than two years from the date of
issuance of the Warrant Shares;
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(2) prepare and file with the SEC such amendments
and supplements to such registration statement and to the prospectus contained
therein as may be reasonably necessary to keep such registration statement
effective for such period set forth in subparagraph (1) above, and to comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(3) use all reasonable efforts to (i) register or
qualify the Warrant Shares, concurrently with the effectiveness of the
registration statement, under the Blue Sky or securities laws of any
jurisdiction such holder thereof reasonably requests, and (ii) do any and all
other acts and things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of the Warrant
Shares in compliance with such laws; provided, that the Company will not be
required to (x) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (y)
subject itself to taxation in any jurisdiction in which it is not otherwise so
subject or (z) file any general consent to service of process in any such
jurisdiction;
(4) furnish to the holders who participate in such
registration such number of copies of the registration statement, each amendment
and supplement thereto, the preliminary prospectus, the final prospectus and
such other documents as such holders may reasonably request in order to
facilitate the public offering of such Warrant Shares;
(5) notify the holders who participate in such
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
(6) notify any seller or sellers of Warrant Shares
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances then existing, not misleading and at the request
of such seller or sellers, prepare and furnish to such seller or sellers a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter
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delivered to the purchasers of the Warrant Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances then existing, not misleading; and
(7) at the request of any holder or holders who
participate in such registration, on the date that the registration statement
with respect to such Warrant Shares becomes effective, (i) an opinion, dated
such date, of counsel representing the Company for the purpose of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the holder or holders making such
request; and (ii) a letter dated such date, from a firm of nationally recognized
independent certified public accountants which represents the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
holder or holders making such request.
d. Notwithstanding anything contained herein to the
contrary, the Company shall not be obligated to use its best efforts to have
more than two registration statements declared effective under the Securities
Act pursuant to these Warrants. Furthermore, the Company shall not be obligated
to file any registration statements prior to May 13, 1997.
e. With respect to a registration hereunder, the Company
shall bear all of the following fees, costs and expenses (collectively
"Registration Expenses"): all registration, filing and NASD fees, printing
expenses, fees and disbursements of counsel for the Company and all independent
accountants for the Company, underwriters (excluding discounts and commissions)
and other persons retained by the Company, messenger and delivery fees, transfer
agent and registrar fees and expenses, and the expenses and fees for any listing
of the securities to be registered on each securities exchange (or NASDAQ) on
which similar securities issued by the Company are then listed; and expenses and
fees incurred in connection with registration or qualification of the Warrant
Shares under Blue Sky or securities laws of the jurisdictions specified by the
holders thereof pursuant to subparagraph (c)(3) above.
f. (1) The Company will indemnify and hold harmless each
holder of Warrant Shares participating in a registration pursuant to these
provisions, and each broker or any other person acting on behalf of such holder
and each person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which any of the foregoing persons may become
subject under the Securities Act or otherwise,
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insofar as such losses, claims, damages, liabilities, costs or expenses are
caused by, are based upon, or arise out of any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus contained therein or any amendment or supplement thereto, or any
document furnished or prepared by the Company incident to the registration or
qualification of the Warrant Shares pursuant to this paragraph 7 or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of the Securities Act or state securities or Blue Sky laws applicable to
the Company or relating to action or inaction required of the Company in
connection with such registration or qualification under such state securities
or Blue Sky laws; and shall reimburse such holder, such broker or other person
acting on behalf of such holder and each controlling person for any legal or any
other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage, liability, cost or expense arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in strict conformity with written information
furnished by such holder, such broker, such other person acting on behalf of
such holder or such controlling person specifically for use in the preparation
of such documents.
(2) Each holder participating in a registration
hereunder will indemnify and hold harmless the Company, and its officers,
directors and each person, if any, who controls the Company within the meaning
of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which the Company or such officer, director or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or any document furnished or prepared by
the Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph 7 or the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by such holder specifically
for use in the preparation of such documents.
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(3) Each party entitled to indemnification under
this subparagraph (f) (the "Indemnified Party") shall give notice to the party
that allegedly is obligated hereunder to indemnify the Indemnified Party (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; provided, however, that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have been
advised by counsel that actual or potential differing interests or defenses
exist or may exist between the Indemnifying Party and the Indemnified Party, in
which case such expense shall be paid by the Indemnifying Party); and provided
further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
subparagraph (f). No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.
g. Notwithstanding anything to the contrary contained
herein, the holders of Warrant Shares shall have no registration rights
hereunder with respect to any proposed sale of Warrant Shares if an exemption
from registration pursuant to Rule 144 promulgated under the Securities Act is
available for the offer and sale of all of the Warrant Shares proposed to be
sold.
8. CONDITION PRECEDENT. This Warrant is subject to the
condition precedent that Nassau and/or Green Field Capital Management, Inc.
and/or its designees purchase, in total, ten percent (approximately 165,000
shares) or more of the outstanding shares of the Company within 30 days of the
date of this Warrant. If this condition precedent shall fail, then this Warrant
shall be void ab initio and of no force or effect.
9. MISCELLANEOUS
a. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex or cable communication) and
shall become effective (i) when personally delivered on a business day during
normal business hours at the place of receipt to the party to be given such
notice, (ii) on the third business day following the day when deposited, if
mailed by certified or registered mail with return
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receipt requested and postage thereon fully prepaid, (iii) on the business
day following the day when deposited if sent by overnight courier, fully
prepaid, or (iv) on the business day such notice shall have been sent by telex,
telegram, telecopier, cable or similar electronic device, fully prepaid. The
addresses for such notice shall be:
if to the Company, to:
Barringer Laboratories, Inc.
15000 West 6th Avenue, Suite 300
Golden, CO 80401-5047
Attention: Mr. Robert H. Walker
President and CEO
or
if to the Holder, to:
Mr. John P. Holmes
c/o Ahern Partners
18 Kings Highway
Westport, Connecticut 06880
Attention: Mr. John P. Holmes
or at such other address as any of the foregoing parties shall from time to time
designate in writing to the other party in accordance herewith.
b. No failure or delay of the Holder in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof, or any abandonment or discontinuance of
steps to enforce such a right, power or privilege, preclude any other further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of the Holder are cumulative and not exclusive of any rights
or remedies which it would otherwise have. The provisions of these Warrants may
be amended, modified or waived if, but only if, such amendment, modification or
waiver is in writing and is signed by the Holders of a majority of the Warrants
outstanding; provided, that no amendment, modification or waiver may change the
Exercise Price or the number of Warrant Shares subject to purchase upon exercise
of each Warrant (including without limitation any adjustments or any provisions
with respect to adjustments or the manner of exercise) without the consent in
writing of all of the Holders of the Warrants outstanding.
c. All covenants, agreements and provisions of these Warrants
by or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
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d. THESE WARRANTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, Barringer Laboratories, Inc. has caused
this Warrant to be manually executed by its duly authorized President and
attested by its duly authorized Secretary.
BARRINGER LABORATORIES, INC.
By: /s/ Robert H. Walker
_________________________________
Robert H. Walker
President and CEO
Dated: May 13, 1996
Attest:
/s/ Charles E. Ramsay
_______________________________________
Charles E. Ramsay
Assistant Secretary
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PURCHASE FORM
Dated: ______________, ____
The undersigned hereby irrevocably elects to exercise the
within Warrants to the extent of purchasing _____ Warrant Shares and hereby
tenders payment of the aggregate Exercise Price therefor by the following means:
_________________________________________. Any cash payments to be made in lieu
of issuing fractional shares should be payable to the order of the undersigned
and delivered at the indicated address.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name____________________________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________________________
Signature ______________________________________________
Address ________________________________________________
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Exhibit 4
THESE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED IN
ACCORDANCE WITH SAID ACT, OR IT IS ESTABLISHED TO THE
SATISFACTION OF THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Void after 5:00 p.m., New York, New York Time,
on May 13, 2001
WARRANTS FOR THE PURCHASE OF
26,435 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE
OF
BARRINGER LABORATORIES, INC.
This Is To Certify That, FOR VALUE RECEIVED, Mr. J. Francis
Lavelle, or his successors and permitted assigns ("Holder"), is entitled to
purchase, subject to the provisions of these Warrants, from Barringer
Laboratories, Inc., a Delaware corporation ("Company"), Twenty Six Thousand Four
Hundred Thirty Five (26,435) duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock, $.01 par value per share, of the Company
("Common Stock"), at One Dollar and Six Cents ($1.06) per share, at any time or
from time to time during the period from May 13, 1996 to May 13, 2001, but not
later than 5:00 p.m., New York, New York time on May 13, 2001. The number of
shares of Common Stock which the Holder is entitled to purchase upon the
exercise of each Warrant and the exercise price to be paid for each share of
Common Stock may be adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable upon such exercise, as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise
price for one (1) Warrant Share in effect at any time and as adjusted from time
to time is hereinafter sometimes referred to as the "Exercise Price".
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1. EXERCISE OF WARRANTS.
a. These Warrants may be exercised in whole or in part at any
time or from time to time on or after May 13, 1996 and until May 13, 2001. If
these Warrants shall be exercised on any day on which banking institutions in
the State of New York are authorized or required by law to close, then these
Warrants shall be deemed exercised on the next succeeding day which shall not be
such a day. These Warrants may be exercised by presentation and surrender hereof
to the Company at its principal office (or to the stock transfer agent, if any,
of the Company at its office), with the Purchase Form annexed hereto duly
executed and accompanied by payment of the aggregate Exercise Price for the
number of Warrant Shares specified in such Purchase Form. The aggregate Exercise
Price for such Warrant Shares may be tendered to the Company in cash, by
certified check or bank draft, by conversion of any indebtedness outstanding at
such time of the Company to the Holder, if the Common Stock is then publicly
traded, in Warrants (valued for this purpose at their fair market value
determined as provided in subparagraph (b) below), or by any combination
thereof. Any request for exercise must be accompanied by such investment
representations as are reasonably requested by the Company. As soon as
practicable after each such exercise of a Warrant, but not later than 30 days
from the date of such exercise, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, in such denomination or denominations and registered in such name or
names as the Holder shall have specified in the Purchase Form; provided, that if
a certificate or certificates for Warrant Shares are to be registered in a name
or names other than the name of the Holder, and the transfer of such Warrant
Shares is not made pursuant to a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), the Holder shall deliver to the
Company a legal opinion reasonably satisfactory to the Company to the effect
that such transfer is not required to be registered under the Securities Act. If
these Warrants should be exercised in part only, the Company shall, upon
surrender of these Warrants for cancellation, execute and deliver new Warrants
substantially in the form hereof evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares covered by these Warrants. Upon
receipt by the Company of these Warrants at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder or
its designee shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to the Holder or
its designee.
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b. Payment for the Exercise Price tendered in Warrants
under subparagraph (a) above shall be by presentation and surrender of such
Warrants, and the Warrants so delivered shall be valued at an amount equal to
the product of (x) the number of Warrant Shares deliverable upon exercise of
such Warrants and (y) the excess, if any, of (i) the average of the closing
price of the Common Stock on the principal exchange on which the Common Stock is
traded for the trading days (during which the Common Stock actually traded)
during the 90-day period preceding the date of exercise or, if the Common Stock
is not traded on an exchange, the average closing price of the Common Stock in
the over-the-counter market for the trading days (during which the Common Stock
actually traded) during the 90-day period preceding the date of exercise over
(ii) the Exercise Price.
2. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, for issuance and/or
delivery upon exercise of these Warrants, such number of shares of its duly
authorized and unissued Common Stock, as shall be required for issuance and
delivery of Warrant Shares upon exercise in full of all outstanding Warrants.
All shares of Common Stock which are so issuable shall, when issued, be duly and
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges.
3. FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of these
Warrants. In lieu of issuing a fraction of a share, the number of Warrant Shares
to be received upon any exercise shall be rounded up to the next whole share.
4. ASSIGNMENT OR LOSS OF WARRANT. These Warrants are not
assignable without the prior written consent of the Company, except that the
Holder may assign these Warrants, in whole or in part, to any affiliate of the
Holder without the consent of the Company. Further, any assignee of such
Warrants (except for affiliates of the Holder) shall provide the Company with
such investment representations as the Company may reasonably request and the
Holder shall provide the Company with a legal opinion reasonably satisfactory to
the Company that such transfer may be effected without registration under the
Securities Act. Subject to the Company's consent and receipt of the foregoing
(if required), upon surrender of these Warrants to the Company at its principal
office or at the office of its stock transfer agent, if any, with an Assignment
Form reasonably acceptable to the Company duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge to the assignor or the
assignee, execute and deliver a new Warrant or Warrants of like tenor as these
Warrants in the name or names of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
these Warrants shall promptly be
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canceled. If less than all of these Warrants are being assigned, new Warrants of
like tenor as these Warrants shall be issued and delivered to the Holder hereof
for the portion of these Warrants not being assigned.
Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of these Warrants, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of these Warrants, if mutilated, the Company
will execute and deliver new Warrants of like tenor and date exercisable for an
equivalent number of shares of Common Stock.
5. RIGHTS OF THE HOLDER. The Holder shall not by virtue hereof
be entitled to any rights as a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed or
incorporated in these Warrants and are not enforceable against the Company
except to the extent set forth or incorporated herein.
6. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at
any time and the number and kind of securities purchasable upon the exercise of
the Warrants shall be subject to adjustment from time to time upon the happening
of certain events, as follows:
a. In case the Company shall (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price shall be adjusted, effective immediately after the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification, to a price determined by multiplying the Exercise Price in
effect immediately prior to such record date or effective date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately before giving effect to such dividend, distribution, subdivision,
combination or reclassification, and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such
dividend, distribution, subdivision, combination or reclassification.
b. Whenever the Exercise Price payable upon exercise of a
Warrant is adjusted pursuant to subparagraph (a) above, the number of Warrant
Shares purchasable upon exercise of a Warrant shall simultaneously be adjusted
by multiplying the number of Warrant Shares purchasable immediately prior to any
adjustment by the Exercise Price in effect immediately prior to any adjustment
and dividing the product so obtained by the Exercise Price as adjusted.
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c. The provisions of this paragraph 6 shall not apply to
(i) the issue, sale, distribution or grant of any shares of Common Stock, any
rights, warrants or options to subscribe for or purchase shares of Common Stock
or any securities convertible into or exchangeable for shares of Common Stock to
officers, directors or employees of the Company pursuant to a compensation plan
that currently exists and has been, or in the future may exist and will be,
approved by the stockholders of the Company or (ii) the issuance of shares of
Common Stock to officers, directors or employees of the Company upon any
exercise of rights, warrants or options, or any conversion or exchange of
convertible or exchangeable securities, described in clause (i) above. No
adjustment to the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least five cents ($.05) in such price;
provided, however, that any adjustments which by reason of this subparagraph (c)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment made under this paragraph 6. All calculations under
this paragraph 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this paragraph 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to reduce the Exercise Price, in addition to those required reductions
by this paragraph 6, as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any federal income tax liability to the
holders of Common Stock or securities convertible into Common Stock (including
Warrants).
d. Whenever the Exercise Price is adjusted as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Warrant Shares issuable upon exercise of a
Warrant to be mailed to the Holder, at its last address appearing in the Warrant
Register (as hereinafter defined), and shall cause a certified copy thereof to
be mailed to the Company's stock transfer agent, if any. The Company may retain
a firm of nationally recognized independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this paragraph 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
e. In the event that at any time, as a result of an
adjustment made pursuant to subparagraph (a) above, the Holder of a Warrant
thereafter shall become entitled to receive any shares of the Company other than
Common Stock, thereafter the number of such other shares so receivable upon
exercise of a Warrant shall be subject to adjustment from time to time in a
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manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Common Stock contained in subparagraph (a).
f. Irrespective of any adjustments in the Exercise Price
or the number or kind of Warrant Shares purchasable upon exercise of a Warrant,
Warrants issued in substitution or replacement of these Warrants may continue to
express the same Exercise Price and number and kind of Warrant Shares as are
stated in such substituted or replaced Warrants.
g. As a condition precedent to the taking of any action
which would require an adjustment pursuant to this paragraph 6, the Company
shall take any action which may be necessary in order that the Company may
thereafter validly and legally issue as fully paid and nonassessable all Warrant
Shares which the Holder of these Warrants is entitled to receive upon the
exercise thereof.
h. In case of any consolidation or merger to which the
Company is a party, other than a consolidation or merger in which the Company is
a continuing corporation and which does not result in any reclassification or
conversion of, or change in, the outstanding shares of Common Stock, or any sale
or conveyance of the property of the Company as an entirety or substantially as
an entirety (any such event being called a "Capital Reorganization") the Company
shall cause effective provisions to be made so that the Holder shall have the
right thereafter by exercising these Warrants at any time prior to their
expiration, to receive (in lieu of the number of shares of Common Stock
theretofore deliverable) cash in an amount per share of Common Stock equal to
the excess, if any, of (x) the fair market value per share of Common Stock of
the consideration received in the Capital Reorganization over (y) the Exercise
Price.
7. REGISTRATION RIGHTS
a. Upon a written request to register some or all of the
Warrant Shares issued or issuable upon exercise of these Warrants pursuant to
the Securities Act from the holders thereof, the Company will use its best
efforts to register such Warrant Shares for resale by the holder thereof on Form
S-3 or any other registration form then available ("S-3 Registration"). The
Company hereby agrees to use its best efforts to continue to qualify for the use
of Form S-3.
b. Each time the Company shall determine or be required
to proceed with the preparation and filing of a registration statement under the
Securities Act in connection with the proposed public offering of equity
securities of the Company, the Company will give written notice thereof to the
holders of the Warrant Shares. Upon the written request of any
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holder given within 20 days after receipt of any such notice from the Company,
the Company will, except as herein provided, cause all Warrant Shares for which
such holder has so requested registration, to be included in such registration
statement, provided that nothing herein shall prevent the Company from, at any
time, withdrawing, abandoning or delaying any registration that is not required
under (a) above, and provided further, that the rights of any holder under this
subsection shall not extend (i) to registrations on Form S-8, on Form S-4 or on
any other Form which would not permit by its terms inclusion of the Warrant
Shares, and (ii) to any offering initiated by the Company for its own account if
the Company determines in good faith, upon consultation with its underwriter,
that the inclusion of the Warrant Shares would adversely affect the success of
such offering. If any registration pursuant to this subsection shall be
underwritten, in whole or in part, the Company may require that the Warrant
Shares requested for inclusion pursuant to this subsection be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters. If in the good faith judgment evidenced in
writing of the underwriter of such public offering only a limited number of
Warrant Shares should be included in such public offering, or no such Warrant
Shares should be included, the holders of the Warrant Shares, and all other
security holders with contractual registration rights, shall be limited to
registering such proportion of their respective shares as shall equal the
proportion that the number of shares of selling security holders permitted to be
registered by the underwriter in such offering bears to the total number of all
shares then held by all selling security holders desiring to participate in such
offering.
c. If and whenever one or more holders of these Warrants
and any Warrant Shares have requested pursuant to the provisions of subparagraph
(a) or (b) above that the Company effect the registration of all of the Warrant
Shares under the Securities Act, the Company will:
(1) prepare and file with the SEC at the earliest
practicable date the appropriate registration statement with respect to such
Warrant Shares and use all reasonable efforts to cause such registration
statement to become effective as soon as practicable thereafter and to remain
effective for such period as may be reasonably necessary to effect the sale of
the Warrant Shares, but in any event no longer than two years from the date of
issuance of the Warrant Shares;
(2) prepare and file with the SEC such amendments
and supplements to such registration statement and to the prospectus contained
therein as may be reasonably necessary to keep such registration statement
effective for such period set forth in subparagraph (1) above, and to comply
with the provisions of the Securities Act with respect to the disposition of all
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securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(3) use all reasonable efforts to (i) register or
qualify the Warrant Shares, concurrently with the effectiveness of the
registration statement, under the Blue Sky or securities laws of any
jurisdiction such holder thereof reasonably requests, and (ii) do any and all
other acts and things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of the Warrant
Shares in compliance with such laws; provided, that the Company will not be
required to (x) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (y)
subject itself to taxation in any jurisdiction in which it is not otherwise so
subject or (z) file any general consent to service of process in any such
jurisdiction;
(4) furnish to the holders who participate in such
registration such number of copies of the registration statement, each amendment
and supplement thereto, the preliminary prospectus, the final prospectus and
such other documents as such holders may reasonably request in order to
facilitate the public offering of such Warrant Shares;
(5) notify the holders who participate in such
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
(6) notify any seller or sellers of Warrant Shares
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances then existing, not misleading and at the request
of such seller or sellers, prepare and furnish to such seller or sellers a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of the Warrant Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances then existing, not misleading; and
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(7) at the request of any holder or holders who
participate in such registration, on the date that the registration statement
with respect to such Warrant Shares becomes effective, (i) an opinion, dated
such date, of counsel representing the Company for the purpose of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the holder or holders making such
request; and (ii) a letter dated such date, from a firm of nationally recognized
independent certified public accountants which represents the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
holder or holders making such request.
d. Notwithstanding anything contained herein to the
contrary, the Company shall not be obligated to use its best efforts to have
more than two registration statements declared effective under the Securities
Act pursuant to these Warrants. Furthermore, the Company shall not be obligated
to file any registration statements prior to May 13, 1997.
e. With respect to a registration hereunder, the Company
shall bear all of the following fees, costs and expenses (collectively
"Registration Expenses"): all registration, filing and NASD fees, printing
expenses, fees and disbursements of counsel for the Company and all independent
accountants for the Company, underwriters (excluding discounts and commissions)
and other persons retained by the Company, messenger and delivery fees, transfer
agent and registrar fees and expenses, and the expenses and fees for any listing
of the securities to be registered on each securities exchange (or NASDAQ) on
which similar securities issued by the Company are then listed; and expenses and
fees incurred in connection with registration or qualification of the Warrant
Shares under Blue Sky or securities laws of the jurisdictions specified by the
holders thereof pursuant to subparagraph (c)(3) above.
f. (1) The Company will indemnify and hold harmless each
holder of Warrant Shares participating in a registration pursuant to these
provisions, and each broker or any other person acting on behalf of such holder
and each person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which any of the foregoing persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities, costs or expenses are caused by, are based upon, or arise
out of any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or any document furnished or prepared by
the Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph
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7 or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading, or any violation by
the Company of the Securities Act or state securities or Blue Sky laws
applicable to the Company or relating to action or inaction required of the
Company in connection with such registration or qualification under such state
securities or Blue Sky laws; and shall reimburse such holder, such broker or
other person acting on behalf of such holder and each controlling person for any
legal or any other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage, liability, cost or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in strict conformity with written
information furnished by such holder, such broker, such other person acting on
behalf of such holder or such controlling person specifically for use in the
preparation of such documents.
(2) Each holder participating in a registration
hereunder will indemnify and hold harmless the Company, and its officers,
directors and each person, if any, who controls the Company within the meaning
of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which the Company or such officer, director or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or any document furnished or prepared by
the Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph 7 or the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by such holder specifically
for use in the preparation of such documents.
(3) Each party entitled to indemnification under
this subparagraph (f) (the "Indemnified Party") shall give notice to the party
that allegedly is obligated hereunder to indemnify the Indemnified Party (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; provided, however, that counsel
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for the Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense (unless the Indemnified
Party shall have been advised by counsel that actual or potential differing
interests or defenses exist or may exist between the Indemnifying Party and the
Indemnified Party, in which case such expense shall be paid by the Indemnifying
Party); and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this subparagraph (f). No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.
g. Notwithstanding anything to the contrary contained
herein, the holders of Warrant Shares shall have no registration rights
hereunder with respect to any proposed sale of Warrant Shares if an exemption
from registration pursuant to Rule 144 promulgated under the Securities Act is
available for the offer and sale of all of the Warrant Shares proposed to be
sold.
8. CONDITION PRECEDENT. This Warrant is subject to the
condition precedent that Nassau and/or Green Field Capital Management, Inc.
and/or its designees purchase, in total, ten percent (approximately 165,000
shares) or more of the outstanding shares of the Company within 30 days of the
date of this Warrant. If this condition precedent shall fail, then this Warrant
shall be void ab initio and of no force or effect.
9. MISCELLANEOUS
a. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex or cable communication) and
shall become effective (i) when personally delivered on a business day during
normal business hours at the place of receipt to the party to be given such
notice, (ii) on the third business day following the day when deposited, if
mailed by certified or registered mail with return receipt requested and postage
thereon fully prepaid, (iii) on the business day following the day when
deposited if sent by overnight courier, fully prepaid, or (iv) on the business
day such notice shall have been sent by telex, telegram, telecopier, cable or
similar electronic device, fully prepaid. The addresses for such notice shall
be:
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if to the Company, to:
Barringer Laboratories, Inc.
15000 West 6th Avenue, Suite 300
Golden, CO 80401-5047
Attention: Mr. Robert H. Walker
President and CEO
or
if to the Holder, to:
Mr. J. Francis Lavelle
c/o The Nassau Group, Inc.
18 Kings Highway
Westport, Connecticut 06880
Attention: Mr. J. Francis Lavelle
or at such other address as any of the foregoing parties shall from time to time
designate in writing to the other party in accordance herewith.
b. No failure or delay of the Holder in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof, or any abandonment or discontinuance of
steps to enforce such a right, power or privilege, preclude any other further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of the Holder are cumulative and not exclusive of any rights
or remedies which it would otherwise have. The provisions of these Warrants may
be amended, modified or waived if, but only if, such amendment, modification or
waiver is in writing and is signed by the Holders of a majority of the Warrants
outstanding; provided, that no amendment, modification or waiver may change the
Exercise Price or the number of Warrant Shares subject to purchase upon exercise
of each Warrant (including without limitation any adjustments or any provisions
with respect to adjustments or the manner of exercise) without the consent in
writing of all of the Holders of the Warrants outstanding.
c. All covenants, agreements and provisions of these Warrants
by or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
d. THESE WARRANTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Barringer Laboratories, Inc. has caused
this Warrant to be manually executed by its duly authorized President and
attested by its duly authorized Secretary.
BARRINGER LABORATORIES, INC.
By: /s/ Robert H. Walker
_______________________________
Robert H. Walker
President and CEO
Dated: May 13, 1996
Attest:
/s/ Charles E. Ramsay
_______________________________________
Charles E. Ramsay
Assistant Secretary
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PURCHASE FORM
Dated: ______________, ____
The undersigned hereby irrevocably elects to exercise the
within Warrants to the extent of purchasing _____ Warrant Shares and hereby
tenders payment of the aggregate Exercise Price therefor by the following means:
_________________________________________. Any cash payments to be made in lieu
of issuing fractional shares should be payable to the order of the undersigned
and delivered at the indicated address.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name____________________________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________________________
Signature __________________________________________
Address ____________________________________________
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Exhibit 5
THESE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED IN
ACCORDANCE WITH SAID ACT, OR IT IS ESTABLISHED TO THE
SATISFACTION OF THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Void after 5:00 p.m., New York, New York Time,
on May 13, 2001
WARRANTS FOR THE PURCHASE OF
2,130 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE
OF
BARRINGER LABORATORIES, INC.
This Is To Certify That, FOR VALUE RECEIVED, Mr. Thomas A.
Dippel, or his successors and permitted assigns ("Holder"), is entitled to
purchase, subject to the provisions of these Warrants, from Barringer
Laboratories, Inc., a Delaware corporation ("Company"), Two Thousand One Hundred
Thirty (2,130) duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock, $.01 par value per share, of the Company ("Common
Stock"), at One Dollar and Six Cents ($1.06) per share, at any time or from time
to time during the period from May 13, 1996 to May 13, 2001, but not later than
5:00 p.m., New York, New York time on May 13, 2001. The number of shares of
Common Stock which the Holder is entitled to purchase upon the exercise of each
Warrant and the exercise price to be paid for each share of Common Stock may be
adjusted from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, as adjusted from time to time, are hereinafter
sometimes referred to as "Warrant Shares" and the exercise price for one (1)
Warrant Share in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price".
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1. EXERCISE OF WARRANTS.
a. These Warrants may be exercised in whole or in part at any
time or from time to time on or after May 13, 1996 and until May 13, 2001. If
these Warrants shall be exercised on any day on which banking institutions in
the State of New York are authorized or required by law to close, then these
Warrants shall be deemed exercised on the next succeeding day which shall not be
such a day. These Warrants may be exercised by presentation and surrender hereof
to the Company at its principal office (or to the stock transfer agent, if any,
of the Company at its office), with the Purchase Form annexed hereto duly
executed and accompanied by payment of the aggregate Exercise Price for the
number of Warrant Shares specified in such Purchase Form. The aggregate Exercise
Price for such Warrant Shares may be tendered to the Company in cash, by
certified check or bank draft, by conversion of any indebtedness outstanding at
such time of the Company to the Holder, if the Common Stock is then publicly
traded, in Warrants (valued for this purpose at their fair market value
determined as provided in subparagraph (b) below), or by any combination
thereof. Any request for exercise must be accompanied by such investment
representations as are reasonably requested by the Company. As soon as
practicable after each such exercise of a Warrant, but not later than 30 days
from the date of such exercise, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, in such denomination or denominations and registered in such name or
names as the Holder shall have specified in the Purchase Form; provided, that if
a certificate or certificates for Warrant Shares are to be registered in a name
or names other than the name of the Holder, and the transfer of such Warrant
Shares is not made pursuant to a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), the Holder shall deliver to the
Company a legal opinion reasonably satisfactory to the Company to the effect
that such transfer is not required to be registered under the Securities Act. If
these Warrants should be exercised in part only, the Company shall, upon
surrender of these Warrants for cancellation, execute and deliver new Warrants
substantially in the form hereof evidencing the rights of the Holder thereof to
purchase the balance of the Warrant Shares covered by these Warrants. Upon
receipt by the Company of these Warrants at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder or
its designee shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then be physically delivered to the Holder or
its designee.
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b. Payment for the Exercise Price tendered in Warrants
under subparagraph (a) above shall be by presentation and surrender of such
Warrants, and the Warrants so delivered shall be valued at an amount equal to
the product of (x) the number of Warrant Shares deliverable upon exercise of
such Warrants and (y) the excess, if any, of (i) the average of the closing
price of the Common Stock on the principal exchange on which the Common Stock is
traded for the trading days (during which the Common Stock actually traded)
during the 90-day period preceding the date of exercise or, if the Common Stock
is not traded on an exchange, the average closing price of the Common Stock in
the over-the-counter market for the trading days (during which the Common Stock
actually traded) during the 90-day period preceding the date of exercise over
(ii) the Exercise Price.
2. RESERVATION OF SHARES. The Company shall at all times
reserve and keep available, free from preemptive rights, for issuance and/or
delivery upon exercise of these Warrants, such number of shares of its duly
authorized and unissued Common Stock, as shall be required for issuance and
delivery of Warrant Shares upon exercise in full of all outstanding Warrants.
All shares of Common Stock which are so issuable shall, when issued, be duly and
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges.
3. FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of these
Warrants. In lieu of issuing a fraction of a share, the number of Warrant Shares
to be received upon any exercise shall be rounded up to the next whole share.
4. ASSIGNMENT OR LOSS OF WARRANT. These Warrants are not
assignable without the prior written consent of the Company, except that the
Holder may assign these Warrants, in whole or in part, to any affiliate of the
Holder without the consent of the Company. Further, any assignee of such
Warrants (except for affiliates of the Holder) shall provide the Company with
such investment representations as the Company may reasonably request and the
Holder shall provide the Company with a legal opinion reasonably satisfactory to
the Company that such transfer may be effected without registration under the
Securities Act. Subject to the Company's consent and receipt of the foregoing
(if required), upon surrender of these Warrants to the Company at its principal
office or at the office of its stock transfer agent, if any, with an Assignment
Form reasonably acceptable to the Company duly executed and funds sufficient to
pay any transfer tax, the Company shall, without charge to the assignor or the
assignee, execute and deliver a new Warrant or Warrants of like tenor as these
Warrants in the name or names of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
these Warrants shall promptly be
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canceled. If less than all of these Warrants are being assigned, new Warrants of
like tenor as these Warrants shall be issued and delivered to the Holder hereof
for the portion of these Warrants not being assigned.
Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of these Warrants, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of these Warrants, if mutilated, the Company
will execute and deliver new Warrants of like tenor and date exercisable for an
equivalent number of shares of Common Stock.
5. RIGHTS OF THE HOLDER. The Holder shall not by virtue hereof
be entitled to any rights as a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed or
incorporated in these Warrants and are not enforceable against the Company
except to the extent set forth or incorporated herein.
6. ANTI-DILUTION PROVISIONS. The Exercise Price in effect at
any time and the number and kind of securities purchasable upon the exercise of
the Warrants shall be subject to adjustment from time to time upon the happening
of certain events, as follows:
a. In case the Company shall (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price shall be adjusted, effective immediately after the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification, to a price determined by multiplying the Exercise Price in
effect immediately prior to such record date or effective date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately before giving effect to such dividend, distribution, subdivision,
combination or reclassification, and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such
dividend, distribution, subdivision, combination or reclassification.
b. Whenever the Exercise Price payable upon exercise of a
Warrant is adjusted pursuant to subparagraph (a) above, the number of Warrant
Shares purchasable upon exercise of a Warrant shall simultaneously be adjusted
by multiplying the number of Warrant Shares purchasable immediately prior to any
adjustment by the Exercise Price in effect immediately prior to any adjustment
and dividing the product so obtained by the Exercise Price as adjusted.
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c. The provisions of this paragraph 6 shall not apply to
(i) the issue, sale, distribution or grant of any shares of Common Stock, any
rights, warrants or options to subscribe for or purchase shares of Common Stock
or any securities convertible into or exchangeable for shares of Common Stock to
officers, directors or employees of the Company pursuant to a compensation plan
that currently exists and has been, or in the future may exist and will be,
approved by the stockholders of the Company or (ii) the issuance of shares of
Common Stock to officers, directors or employees of the Company upon any
exercise of rights, warrants or options, or any conversion or exchange of
convertible or exchangeable securities, described in clause (i) above. No
adjustment to the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least five cents ($.05) in such price;
provided, however, that any adjustments which by reason of this subparagraph (c)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment made under this paragraph 6. All calculations under
this paragraph 6 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be. Anything in this paragraph 6 to
the contrary notwithstanding, the Company shall be entitled, but shall not be
required, to reduce the Exercise Price, in addition to those required reductions
by this paragraph 6, as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock,
or any subdivision, reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any federal income tax liability to the
holders of Common Stock or securities convertible into Common Stock (including
Warrants).
d. Whenever the Exercise Price is adjusted as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Warrant Shares issuable upon exercise of a
Warrant to be mailed to the Holder, at its last address appearing in the Warrant
Register (as hereinafter defined), and shall cause a certified copy thereof to
be mailed to the Company's stock transfer agent, if any. The Company may retain
a firm of nationally recognized independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this paragraph 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
e. In the event that at any time, as a result of an
adjustment made pursuant to subparagraph (a) above, the Holder of a Warrant
thereafter shall become entitled to receive any shares of the Company other than
Common Stock, thereafter the number of such other shares so receivable upon
exercise of a Warrant shall be subject to adjustment from time to time in a
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manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Common Stock contained in subparagraph (a).
f. Irrespective of any adjustments in the Exercise Price
or the number or kind of Warrant Shares purchasable upon exercise of a Warrant,
Warrants issued in substitution or replacement of these Warrants may continue to
express the same Exercise Price and number and kind of Warrant Shares as are
stated in such substituted or replaced Warrants.
g. As a condition precedent to the taking of any action
which would require an adjustment pursuant to this paragraph 6, the Company
shall take any action which may be necessary in order that the Company may
thereafter validly and legally issue as fully paid and nonassessable all Warrant
Shares which the Holder of these Warrants is entitled to receive upon the
exercise thereof.
h. In case of any consolidation or merger to which the
Company is a party, other than a consolidation or merger in which the Company is
a continuing corporation and which does not result in any reclassification or
conversion of, or change in, the outstanding shares of Common Stock, or any sale
or conveyance of the property of the Company as an entirety or substantially as
an entirety (any such event being called a "Capital Reorganization") the Company
shall cause effective provisions to be made so that the Holder shall have the
right thereafter by exercising these Warrants at any time prior to their
expiration, to receive (in lieu of the number of shares of Common Stock
theretofore deliverable) cash in an amount per share of Common Stock equal to
the excess, if any, of (x) the fair market value per share of Common Stock of
the consideration received in the Capital Reorganization over (y) the Exercise
Price.
7. REGISTRATION RIGHTS
a. Upon a written request to register some or all of the
Warrant Shares issued or issuable upon exercise of these Warrants pursuant to
the Securities Act from the holders thereof, the Company will use its best
efforts to register such Warrant Shares for resale by the holder thereof on Form
S-3 or any other registration form then available ("S-3 Registration"). The
Company hereby agrees to use its best efforts to continue to qualify for the use
of Form S-3.
b. Each time the Company shall determine or be required
to proceed with the preparation and filing of a registration statement under the
Securities Act in connection with the proposed public offering of equity
securities of the Company, the Company will give written notice thereof to the
holders of the Warrant Shares. Upon the written request of any
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holder given within 20 days after receipt of any such notice from the Company,
the Company will, except as herein provided, cause all Warrant Shares for which
such holder has so requested registration, to be included in such registration
statement, provided that nothing herein shall prevent the Company from, at any
time, withdrawing, abandoning or delaying any registration that is not required
under (a) above, and provided further, that the rights of any holder under this
subsection shall not extend (i) to registrations on Form S-8, on Form S-4 or on
any other Form which would not permit by its terms inclusion of the Warrant
Shares, and (ii) to any offering initiated by the Company for its own account if
the Company determines in good faith, upon consultation with its underwriter,
that the inclusion of the Warrant Shares would adversely affect the success of
such offering. If any registration pursuant to this subsection shall be
underwritten, in whole or in part, the Company may require that the Warrant
Shares requested for inclusion pursuant to this subsection be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters. If in the good faith judgment evidenced in
writing of the underwriter of such public offering only a limited number of
Warrant Shares should be included in such public offering, or no such Warrant
Shares should be included, the holders of the Warrant Shares, and all other
security holders with contractual registration rights, shall be limited to
registering such proportion of their respective shares as shall equal the
proportion that the number of shares of selling security holders permitted to be
registered by the underwriter in such offering bears to the total number of all
shares then held by all selling security holders desiring to participate in such
offering.
c. If and whenever one or more holders of these Warrants
and any Warrant Shares have requested pursuant to the provisions of subparagraph
(a) or (b) above that the Company effect the registration of all of the Warrant
Shares under the Securities Act, the Company will:
(1) prepare and file with the SEC at the earliest
practicable date the appropriate registration statement with respect to such
Warrant Shares and use all reasonable efforts to cause such registration
statement to become effective as soon as practicable thereafter and to remain
effective for such period as may be reasonably necessary to effect the sale of
the Warrant Shares, but in any event no longer than two years from the date of
issuance of the Warrant Shares;
(2) prepare and file with the SEC such amendments
and supplements to such registration statement and to the prospectus contained
therein as may be reasonably necessary to keep such registration statement
effective for such period set forth in subparagraph (1) above, and to comply
with the provisions of the Securities Act with respect to the disposition of all
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securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(3) use all reasonable efforts to (i) register or
qualify the Warrant Shares, concurrently with the effectiveness of the
registration statement, under the Blue Sky or securities laws of any
jurisdiction such holder thereof reasonably requests, and (ii) do any and all
other acts and things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of the Warrant
Shares in compliance with such laws; provided, that the Company will not be
required to (x) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph, (y)
subject itself to taxation in any jurisdiction in which it is not otherwise so
subject or (z) file any general consent to service of process in any such
jurisdiction;
(4) furnish to the holders who participate in such
registration such number of copies of the registration statement, each amendment
and supplement thereto, the preliminary prospectus, the final prospectus and
such other documents as such holders may reasonably request in order to
facilitate the public offering of such Warrant Shares;
(5) notify the holders who participate in such
registration, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been filed;
(6) notify any seller or sellers of Warrant Shares
covered by such registration statement, at any time when a prospectus relating
thereto covered by such registration statement is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances then existing, not misleading and at the request
of such seller or sellers, prepare and furnish to such seller or sellers a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of the Warrant Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances then existing, not misleading; and
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(7) at the request of any holder or holders who
participate in such registration, on the date that the registration statement
with respect to such Warrant Shares becomes effective, (i) an opinion, dated
such date, of counsel representing the Company for the purpose of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the holder or holders making such
request; and (ii) a letter dated such date, from a firm of nationally recognized
independent certified public accountants which represents the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
holder or holders making such request.
d. Notwithstanding anything contained herein to the
contrary, the Company shall not be obligated to use its best efforts to have
more than two registration statements declared effective under the Securities
Act pursuant to these Warrants. Furthermore, the Company shall not be obligated
to file any registration statements prior to May 13, 1997.
e. With respect to a registration hereunder, the Company
shall bear all of the following fees, costs and expenses (collectively
"Registration Expenses"): all registration, filing and NASD fees, printing
expenses, fees and disbursements of counsel for the Company and all independent
accountants for the Company, underwriters (excluding discounts and commissions)
and other persons retained by the Company, messenger and delivery fees, transfer
agent and registrar fees and expenses, and the expenses and fees for any listing
of the securities to be registered on each securities exchange (or NASDAQ) on
which similar securities issued by the Company are then listed; and expenses and
fees incurred in connection with registration or qualification of the Warrant
Shares under Blue Sky or securities laws of the jurisdictions specified by the
holders thereof pursuant to subparagraph (c)(3) above.
f. (1) The Company will indemnify and hold harmless each
holder of Warrant Shares participating in a registration pursuant to these
provisions, and each broker or any other person acting on behalf of such holder
and each person, if any, who controls any of the foregoing persons within the
meaning of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which any of the foregoing persons may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities, costs or expenses are caused by, are based upon, or arise
out of any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or any document furnished or prepared by
the Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph
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7 or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading, or any violation by
the Company of the Securities Act or state securities or Blue Sky laws
applicable to the Company or relating to action or inaction required of the
Company in connection with such registration or qualification under such state
securities or Blue Sky laws; and shall reimburse such holder, such broker or
other person acting on behalf of such holder and each controlling person for any
legal or any other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage, liability, cost or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in strict conformity with written
information furnished by such holder, such broker, such other person acting on
behalf of such holder or such controlling person specifically for use in the
preparation of such documents.
(2) Each holder participating in a registration
hereunder will indemnify and hold harmless the Company, and its officers,
directors and each person, if any, who controls the Company within the meaning
of the Securities Act, from and against any and all loss, claim, damage,
liability, cost or expense to which the Company or such officer, director or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities, costs or expenses are
caused by any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any prospectus contained therein or
any amendment or supplement thereto, or any document furnished or prepared by
the Company incident to the registration or qualification of the Warrant Shares
pursuant to this paragraph 7 or the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and in
strict conformity with written information furnished by such holder specifically
for use in the preparation of such documents.
(3) Each party entitled to indemnification under
this subparagraph (f) (the "Indemnified Party") shall give notice to the party
that allegedly is obligated hereunder to indemnify the Indemnified Party (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; provided, however, that counsel
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for the Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense (unless the Indemnified
Party shall have been advised by counsel that actual or potential differing
interests or defenses exist or may exist between the Indemnifying Party and the
Indemnified Party, in which case such expense shall be paid by the Indemnifying
Party); and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this subparagraph (f). No Indemnifying Party, in the defense
of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.
g. Notwithstanding anything to the contrary contained
herein, the holders of Warrant Shares shall have no registration rights
hereunder with respect to any proposed sale of Warrant Shares if an exemption
from registration pursuant to Rule 144 promulgated under the Securities Act is
available for the offer and sale of all of the Warrant Shares proposed to be
sold.
8. CONDITION PRECEDENT. This Warrant is subject to the
condition precedent that Nassau and/or Green Field Capital Management, Inc.
and/or its designees purchase, in total, ten percent (approximately 165,000
shares) or more of the outstanding shares of the Company within 30 days of the
date of this Warrant. If this condition precedent shall fail, then this Warrant
shall be void ab initio and of no force or effect.
9. MISCELLANEOUS
a. All notices and other communications provided for hereunder
shall be in writing (including telegraphic, telex or cable communication) and
shall become effective (i) when personally delivered on a business day during
normal business hours at the place of receipt to the party to be given such
notice, (ii) on the third business day following the day when deposited, if
mailed by certified or registered mail with return receipt requested and postage
thereon fully prepaid, (iii) on the business day following the day when
deposited if sent by overnight courier, fully prepaid, or (iv) on the business
day such notice shall have been sent by telex, telegram, telecopier, cable or
similar electronic device, fully prepaid. The addresses for such notice shall
be:
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if to the Company, to:
Barringer Laboratories, Inc.
15000 West 6th Avenue, Suite 300
Golden, CO 80401-5047
Attention: Mr. Robert H. Walker
President and CEO
or
if to the Holder, to:
Mr. Thomas A. Dippel
c/o The Nassau Group, Inc.
18 Kings Highway
Westport, Connecticut 06880
Attention: Mr. Thomas A. Dippel
or at such other address as any of the foregoing parties shall from time to time
designate in writing to the other party in accordance herewith.
b. No failure or delay of the Holder in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof, or any abandonment or discontinuance of
steps to enforce such a right, power or privilege, preclude any other further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of the Holder are cumulative and not exclusive of any rights
or remedies which it would otherwise have. The provisions of these Warrants may
be amended, modified or waived if, but only if, such amendment, modification or
waiver is in writing and is signed by the Holders of a majority of the Warrants
outstanding; provided, that no amendment, modification or waiver may change the
Exercise Price or the number of Warrant Shares subject to purchase upon exercise
of each Warrant (including without limitation any adjustments or any provisions
with respect to adjustments or the manner of exercise) without the consent in
writing of all of the Holders of the Warrants outstanding.
c. All covenants, agreements and provisions of these Warrants
by or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
d. THESE WARRANTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Barringer Laboratories, Inc. has caused
this Warrant to be manually executed by its duly authorized President and
attested by its duly authorized Secretary.
BARRINGER LABORATORIES, INC.
By: /s/ Robert H. Walker
________________________________
Robert H. Walker
President and CEO
Dated: May 13, 1996
Attest:
/s/ Charles E. Ramsay
_______________________________________
Charles E. Ramsay
Assistant Secretary
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PURCHASE FORM
Dated: ______________, ____
The undersigned hereby irrevocably elects to exercise the
within Warrants to the extent of purchasing _____ Warrant Shares and hereby
tenders payment of the aggregate Exercise Price therefor by the following means:
_________________________________________. Any cash payments to be made in lieu
of issuing fractional shares should be payable to the order of the undersigned
and delivered at the indicated address.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name____________________________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________________________
Signature __________________________________________
Address ____________________________________________
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Exhibit 6
CONFIDENTIAL
May 13, 1996
Barringer Laboratories, Inc.
15000 West 6th Avenue
Suite 300
Golden, Colorado 80401-5047
Attn.: Mr. Robert H. Walker
______________________________
President
Dear Bob:
This confirms that Barringer Laboratories, Inc. (together with its
subsidiaries and affiliates, the "Company") has engaged The Nassau Group, Inc.
(together with its subsidiaries and affiliates, "Nassau") to act, except as
provided below, as its exclusive financial advisor and consultant with regard to
such transactions, acquisitions, joint ventures, mergers and other similar
activities. The parties acknowledge that agents and/or affiliates and principals
of Nassau may from time to time act as directors of the Company and agree that
nothing in this Agreement shall be construed to entitle Nassau to compensation
hereunder for services provided by such directors acting in such capacity.
Moreover, the parties acknowledge that the Company has retained TechKNOWLEDGEy
Strategic Group ("TSG") to provide services to the Company which may include
services to be provided hereunder. The parties agree that the Company's use of
TSG to perform such services shall not constitute a breach of this Agreement.
The engagement shall commence immediately and shall terminate on the
later of (a) June 1, 1998 or (b) 60 days after written notification of
termination by either party after the latest date specified below:
If Nassau advises on a consummated Transaction (as defined below)
during the two years prior to June 1, 1998, then the engagement
shall automatically be extended to June 1, 1999.
If Nassau advises on a consummated Transaction between June 1,
1998 and May 31, 1999, then the engagement shall automatically be
extended to June 1, 2000.
If Nassau advises on a consummated Transaction between June 1,
1999 and May 31, 2000, then the engagement shall automatically be
extended to June 1, 2001.
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Barringer Laboratories, Inc.
May 13, 1996
page 2
Notwithstanding anything to the contrary to the foregoing, this
engagement may be terminated:
(a) On mutual agreement of the parties;
(b) By the Company, on thirty days written notice given at any time
after either J. Francis Lavelle or John Holmes cease to provide
services to Nassau; or
(c) At any time, by the Company, for cause.
Cause shall include, but not be limited to, (i) dishonesty, (ii) willful
misfeasance or nonfeasance of duty intended to injure or having the effect of
injuring the reputation, business or business relationships of he Company or any
of its subsidiaries or any of their respective officers, directors, or
employees, (iii) the filing against either of J. Francis Lavelle or John Holmes
of any complaint alleging his commission of any crime involving moral turpitude
or which could reflect unfavorably upon the Company or any of its subsidiaries;
or (iv) the failure, neglect or refusal by Nassau to diligently perform the
duties and responsibilities undertaken pursuant to the terms of this Agreement.
Furthermore, during the term of this Agreement, the Company hereby
grants Nassau, on a case by case basis, the right of first refusal to provide
assistance on Capital Raising Transactions (as defined below) to the Company.
This right of first refusal shall mean that if the Company decides to raise debt
or equity capital in a Capital Raising Transaction pursuant to certain terms,
Nassau shall have the right to accept and advise on that assignment at those
terms. In the case that Nassau chooses not to accept such an assignment within
10 days of the Company's Board of Directors' decision, the Company shall be free
to select and hire another financial advisor or underwriter to assist it with
respect to that specific Capital Raising Transaction.
1. Services. Nassau agrees to provide the Company with the following
services concerning its expansion into areas beyond the normal course of the
Company's current business activities:
(a) advisory services, including general business and financial
analysis, corporate strategy development, transaction feasibility
analysis and valuation analysis;
(b) assistance in the development of strategic priorities and
transaction criteria and identification of prospective candidates
which satisfy those criteria;
(c) assistance in negotiations, transaction structuring and related
strategy; and
(d) assistance in corporate capital planning, including the
identification of available financing.
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Barringer Laboratories, Inc.
May 13, 1996
page 3
2. Fees. Nassau shall be entitled to fees as follows (subject to
reduction for consideration paid to TSG, as described below).
Merger, Acquisition, Joint Venture, etc. Transaction
If the Company enters into an M&A Transaction (as defined below) at any
time during Nassau's engagement hereunder or, in cases in which the transaction
has been identified by Nassau to the Company or concerning which Nassau has
performed advisory services hereunder, during the 18 month period after the
termination of Nassau's engagement hereunder, the Company shall pay, or shall
cause to be paid, to Nassau, subject to amounts paid to TSG, a transaction fee
(the "M&A Transaction Fee") calculated according to the following schedule:
<TABLE>
<CAPTION>
Percentage to be Applied to Portion
Consideration in Transaction of Consideration in Transaction
---------------------------- -------------------------------
<S> <C>
Up to $1 million 5.0%, plus
Over $1 million up to $2 million 4.0%, plus
Over $2 million up to $3 million 3.0%, plus
Over $3 million up to $4 million 2.0%, plus
Over $4 million 1.0%
</TABLE>
Capital Raising Transaction
Subject to the right of first refusal described above and in cases when
the Company has retained Nassau without a right of first refusal, then in cases
in which the transaction has been identified by Nassau to the Company or
concerning which Nassau has performed advisory services hereunder, if the
Company enters into a Capital Raising Transaction (as defined below) at any time
during Nassau's engagement hereunder or during the 18 month period after
termination of Nassau's engagement hereunder, the Company shall pay, or cause to
be paid, to Nassau a transaction fee immediately upon closing of the Capital
Raising Transaction (the "Capital Raising Transaction Fee"), calculated
according to the following terms:
<TABLE>
<CAPTION>
Percent of
Type of Capital Raising Transaction Consideration
----------------------------------- -------------
<S> <C>
Equity Capital (as defined below): 5.0%
Debt Capital (as defined below): 2.0%
</TABLE>
In the case of an M&A Transaction Fee or Capital Raising Transaction
Fee, Nassau and the Company, on a transaction by transaction basis, will
mutually agree on an allocation of the payment of the transaction fee among
cash, stock and/or warrant payments. In the event the parties cannot agree on an
allocation of the payment prior to consummation of a transaction, the M&A
Transaction Fee or Capital Raising
<PAGE>
<PAGE>
Barringer Laboratories, Inc.
May 13, 1996
page 4
Transaction Fee shall be payable in full in cash and, if the Company is to
receive Consideration on consummation of the M&A Transaction, then the same
shall be due and payable as the Company receives the Consideration. To the
extent the Consideration in respect thereof may be increased by contingent
payments, the portion of Nassau's fees relating thereto shall be calculated and
paid as and when such contingent payments are made. The M&A Transaction Fee
shall not be less than $25,000 for any consummated transaction.
"Transaction" means an M&A Transaction or Capital Raising Transaction
(the latter as to which Nassau has been engaged), each as defined below.
"M&A Transaction" means any transaction (or series of transactions)
(other than a Capital Raising Transaction) which, directly or indirectly,
results in (i) the acquisition by the Company of all or any part of the capital
stock of a third party or all or any part of the assets of such third party (or
any securities convertible into or exchangeable for or other rights to acquire
all or any part of such capital stock or assets), or (ii) the acquisition by a
third party of all or more than 50% of the capital stock of the Company or all
or substantially all of the assets of the Company or any division or subsidiary
of the Company (including any securities convertible into or exchangeable for or
other rights to acquire all or any part of such capital stock or assets),
including in each such case, without limitation, (a) any such sale or exchange
of capital stock or assets (including cash and other liquid assets), (b) any
rights or options to purchase or sell such capital stock or assets, (c) any
merger or consolidation (including any such transaction in which the third party
is the surviving Company), or (d) the formation of any joint venture or
partnership or any similar transaction; or (iii) the lending of debt capital by
the Company to a third party. With respect to (ii)(d), to be an M&A Transaction,
there must be a Capitalization equal to or exceeding $500,000. Capitalization
shall be defined to mean the total of all assets in the joint venture or
partnership or similar entity contributed by the parties at the time of closing
or within 12 months of closing.
"Capital Raising Transaction" means any transaction (or series of
transactions) (other than an M&A Transaction) which results in the sale of
capital stock of the Company to a third party in exchange for Equity Capital, or
which results in the Company receiving Debt Capital from a third party in
exchange for a repayment obligation from the Company. For purposes of this
definition, the Capital Raising Transaction shall include in each such case,
without limitation, any sale or exchange of capital stock, any rights or options
to purchase or sell capital stock, the issuance of any debt obligation by the
Company or the formation of any joint venture or partnership or any similar
transaction, in each case structured for the purpose of raising Debt or Equity
Capital in the Company or for the purpose of recapitalizing the Company's
current capital structure.
"Consideration" in an M&A Transaction means, with respect to such
Transaction, the total amount paid or payable (whether in cash, securities or
other property), directly or indirectly, upon the consummation of or otherwise
in connection
<PAGE>
<PAGE>
Barringer Laboratories, Inc.
May 13, 1996
page 5
with such Transaction, together with (i) all amounts paid or payable in
cancellation of stock options or other rights, (ii) the aggregate principal
amount of long-term indebtedness of the acquired company that, as a result of
such Transaction, becomes indebtedness of the acquiring company and (iii) the
aggregate redemption price or liquidation preference of any preferred stock of
the acquired company that, as a result of such Transaction, is redeemed or
becomes preferred stock of the acquiring company, as the case may be. For
purposes of this definition, long-term indebtedness shall be determined both as
to classification and amount on a consolidated basis for the entities acquired
or sold by the Company in accordance with generally accepted accounting
principles. In the event that the Consideration received in a Transaction is
paid or payable in whole or in part in the form of securities or other property,
the value of such securities or other property for purposes of calculating the
Consideration for such Transaction shall be the fair market value thereof, as
the parties hereto shall mutually agree, on the day prior to the consummation of
the Transaction.
With respect to a Capital Raising Transaction, "Consideration" shall be
defined to include the total amount paid or payable (whether in cash, securities
or other property), directly or indirectly, upon the consummation of or
otherwise in connection with such Capital Raising Transaction. In the event that
the Consideration received in a Transaction is paid or payable in whole or in
part in the form of securities or other property, the value of such securities
or other property for purposes of calculating the Consideration for such
Transaction shall be the fair market value thereof, as the parties hereto shall
mutually agree, on the day prior to the consummation of the Transaction. Such
Consideration includes any amounts pledged to be paid to the Company in tranches
subsequent to that capital initially made available to the Company upon closing
of the Capital Raising Transaction.
"Equity Capital" shall be defined as any capital investment into the
Company by a third party in exchange for any class of capital stock of the
Company (i.e. common stock, preferred stock or preferred stock which is
convertible into common stock at either the Company's or the third party's
option) for which the Company has no obligation of repayment to the third party,
excluding any interest or dividend payments or liquidation preferences which may
be included as rights for certain classes of stock.
"Debt Capital" shall be defined as any capital investment into the
Company by a third party in exchange for an obligation by the Company to repay
such investment to the third party according to terms agreed upon by the
parties, including any interest or dividend payments which may be associated
with certain types of debt instruments. This obligation may be defined as either
senior to or subordinate to any other issues of debt included in the Company's
capital structure at the time of issuance of the Debt Capital or any other
issues of debt raised by the Company in the future. The Debt Capital may also be
structured as an instrument which is convertible into Equity Capital at any time
in the future at either party's election. For purposes of the calculation of the
Capital Raising Transaction Fee, such a convertible instrument shall be treated
as Debt Capital until the date of conversion at which time it will be considered
to be Equity Capital. Upon conversion, the Company shall pay, or cause to be
paid, to
<PAGE>
<PAGE>
Barringer Laboratories, Inc.
May 13, 1996
page 6
Nassau the balance of the Capital Raising Transaction Fee even if such
conversion takes place after the termination of Nassau's engagement.
In the event that the Capital Raising Transaction is structured as a
combination of Equity Capital and Debt Capital, the above fee schedule shall be
applied to each portion of the transaction as if each portion were considered a
separate Capital Raising Transaction. For example, if $5 million were raised as
$3 million Debt Capital and $2 million Equity Capital, then the Capital Raising
Transaction Fee shall be $160,000, i.e. 2.0% on $3 million and 5.0% on $2
million.
In the event that the Capital Raising Transaction includes an issuance
of warrants, options or other rights to invest additional Equity or Debt Capital
in the Company, in addition to the Capital Raising Transaction Fee relating to
such Capital Raising Transaction, the Company shall be obligated to issue to
Nassau as an additional fee substantially similar rights in an amount equal to
5% of such rights. Upon the exercise of the third party's issuance of warrants,
options or other rights to invest additional Equity or Debt Capital in the
Company, Nassau shall receive a Capital Raising Transaction Fee according to the
fee schedule outlined above even if such Transaction takes place after the
termination of Nassau's engagement.
In the event TSG is under contract to the Company to provide advisory
services at the time of an M&A Transaction and provides consulting advisory
services to the Company in connection with an M&A Transaction, the total amount
of all consulting and transaction fees payable by the Company to Nassau
hereunder and to TSG will be allocated between Nassau and TSG on a 80%
(Nassau)/20% (TSG) basis. The Company agrees that in such a situation, the
Company shall pay any compensation due TSG directly to TSG and any compensation
due Nassau directly to Nassau. The Company will provide Nassau with prompt
notice of any involvement of TSG.
3. Expenses. Whether or not a Transaction occurs, the Company shall
reimburse Nassau for its reasonable out-of-pocket expenses incurred in
connection with Nassau's services hereunder or the subject matter hereof,
including, without limitation, legal, accounting, computer and information
databases, travel and internal administrative expenses. Such reimbursement will
occur on a regular monthly basis. In addition, the Company shall pay all costs
of Nassau, including reasonable fees and disbursements of counsel and any and
all reasonable expenses incurred in investigating, preparing or litigating any
claim by Nassau against the Company relating to payment of Nassau's fees and
expenses hereunder.
4. Indemnification. The Company shall, whether or not a Transaction is
consummated, indemnify and hold harmless Nassau from and against, and on demand
shall pay or reimburse Nassau for, any and all losses, damages, claims,
liabilities or expenses (including, without limitation, the reasonable fees and
disbursements of counsel and any and all reasonable expenses incurred in
investigating, preparing or defending any pending action or proceeding or any
claim whatsoever) arising out of or relating to Nassau's services hereunder or
the subject matter hereof, except that the Company shall not be responsible
under this paragraph for any loss, damage, claim,
<PAGE>
<PAGE>
Barringer Laboratories, Inc.
May 13, 1996
page 7
liability or expense to the extent it is finally determined by a court having
jurisdiction to have resulted primarily from Nassau's bad faith or gross
negligence.
If for any reason the foregoing indemnity is unavailable or
insufficient to hold Nassau harmless (except by reason of the bad faith or gross
negligence of Nassau), the Company shall contribute to amounts paid or payable
by Nassau in respect of any such losses, damages, claims, liabilities or
expenses in such proportion as is appropriate to reflect not only the relative
benefits received by the Company and its shareholders on the one hand and Nassau
on the other, but also the relative fault of the Company and Nassau, as well as
any other equitable considerations.
The Company agrees that the indemnification, contribution and
reimbursement commitments set forth in this Section 4 shall apply whether or not
Nassau is a formal party to any lawsuits, claims or other proceedings, and that
Nassau is entitled to retain separate counsel of its choice in connection with
any of the matters to which such commitments relate.
The foregoing provisions of this Section 4 shall extend, upon the same
terms and conditions, to the benefit of each affiliate of Nassau and each
director, officer, employee and agent of, and each person, if any, who may be
deemed to control, Nassau or any affiliate of Nassau, and to the benefit of each
director, officer, employee and agent of all such controlling persons and the
respective successors, assigns, heirs and personal representatives of each of
the foregoing persons. The indemnification, contribution and reimbursement
commitments set forth in this Section 4 shall be in addition to any liability
the Company may otherwise have to Nassau and shall survive the expiration or
termination of Nassau's engagement hereunder.
Each party agrees to notify the other party promptly of the assertion
against it or any other person of any claim or the commencement of any action or
proceeding relating to this engagement.
5. Entire Agreement; Amendment; Survival. This agreement constitutes
the entire agreement of the parties with respect to Nassau's engagement and
supersedes all prior negotiations and understandings of the parties hereto with
respect to the subject matter hereof. This agreement may not be amended or
modified except in a writing signed by each party hereto. The provisions of
Sections 2, 3, 4 and 6 shall survive any termination of Nassau's engagement
hereunder.
6. Representations and Warranties; Accuracy of Information; Interests
of Others. The Company represents and warrants that all information furnished
by it or on its behalf to Nassau shall be complete and accurate in all
material requests and not misleading. The Company acknowledges and agrees that
Nassau will be using and relying upon such information supplied by the Company
and its officers, agents and others and any other publicly available
information concerning the Company without any independent investigation or
verification thereof or independent appraisal by Nassau of the Company or its
business or assets. The Company further represents and warrants that no
broker, representative or other person has an interest in
<PAGE>
<PAGE>
Barringer Laboratories, Inc.
May 13, 1996
page 8
compensation due Nassau hereunder as a result of any act or omission of the
Company or any of its directors, officers, employees or agents, except as has
been and will be disclosed to Nassau with respect to TSG.
7. Condition Precedent. This Agreement and the engagement described
herein is subject to the condition precedent that Nassau and/or Green Field
Capital Management, Inc. and/or its designees purchase, in total, ten percent
(approximately 165,000 shares) or more of the outstanding shares of the Company
within 30 days of the date of this letter agreement. If this condition precedent
shall fail, then this Agreement shall be void ab initio and of no force or
effect.
8. Headings. Headings are provided solely for convenience and are not
intended to be a part of this agreement.
9. Governing Law. This agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If the foregoing is in accordance with your understanding, kindly sign
where indicated below and return an executed copy to us.
THE NASSAU GROUP, INC.
By /s/ J. Francis Lavelle
____________________________
Mr. J. Francis Lavelle
AGREED TO: Managing Director
BARRINGER LABORATORIES, INC.
By /s/ Robert H. Walker
___________________________
Mr. Robert H. Walker
President
<PAGE>
<PAGE>
EXHIBIT 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.01 per share, of
Barringer Laboratories, Inc., and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filings. In evidence thereof, the
undersigned have executed this Joint Filing Agreement this 23rd day of May,
1996.
/s/ John P. Holmes, III
___________________________________
John P. Holmes, III
/s/ J. Francis Lavelle
___________________________________
J. Francis Lavelle
/s/ Thomas A. Dippel
___________________________________
Thomas A. Dippel
