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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
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)
Patrick B. Tipton, Esq.
Duquette & Tipton LLP
405 Lexington Avenue, New York, New York 10174
(212) 687-2830
(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
November 11, 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 / /. A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 068508100 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Asen
TIN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 141,900
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
141,900
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10 SHARE DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,900
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, $.01 par value par value
("Common Stock") of Barringer Laboratories, Inc. (the "Issuer"). The executive
offices of the Issuer are located at 15000 West 6th Avenue, Suite 300, Golden,
CO 80401.
ITEM 2. IDENTITY AND BACKGROUND
(a) The person filing this Statement is R. Scott Asen (the "Reporting
Person").
(b) The Reporting Person's business address is c/o Asen & Co., 224 East
49th St., New York, NY 10017.
(c) The Reporting Person's principal occupation is President of Asen &
Co., a New York corporation with principal executive offices located at 224 East
49th St., New York, NY 10017 ("Asen & Co.). As described more fully in Item 5
below, Asen also provides certain advisory services to each of (i) David V.
Foster IRA Account ("Foster"), (ii) SDFJ, Inc., a New York corporation ("SDFJ")
and (iii) Victoria Street.
(d) During the last five years the Reporting Person has not (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 as a result of which he 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 violations with respect to such laws.
(e) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The total amount of the funds required to purchase the shares of Common
Stock owned by the Reporting Person and referred to in Item 5 below was
$209,068.97. The source of the funds used in making the purchases was cash
available to the Reporting Person and client accounts for which the Reporting
Person, through Asen & Co., offers advisory services.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person purchased 121,551 shares of Common Stock for the
account of the Reporting person and caused Asen & Co. to purchase 8,721, 5,814
and 5,814 shares of Common Stock for the accounts of SDFJ, Foster and Victoria
Street, respectively, all for investment purposes only. Additional shares of
Common Stock may in the future be acquired by the Reporting Person, directly or
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indirectly, in open-market or privately negotiated transactions depending upon
his evaluation of the performance and prospects of the Issuer and upon other
developments and circumstances including but not limited to general business and
economic conditions and the condition of the stock market. Except as aforesaid,
the Reporting Person does not have any plans or proposals which relate to or
would result in (a) the acquisition by any person of additional securities of
the Issuer or the disposition of any such securities, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries, (d) any
change in the present board of directors or management of the Issuer, (e) any
material change in the present capitalization or dividend policy of the Issuer,
(f) any other material change in the Issuer's business or corporate structure,
(g) any other material change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act, or (j) any action similar to any of those enumerated in (a) through
(i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person owns 121,551 shares of
the Common Stock of the Issuer. The number of shares of Common Stock of the
Issuer outstanding as of September 30, 1996, the latest date for which such
information is currently available, was 1,652,016 (the "Total Common Stock
Outstanding"). As of November 11, 1996, based upon the total number of shares of
the Issuer's Common Stock outstanding on September 30, 1996, the latest date for
which such information currently is available, the Reporting Person owned
approximately 7.4% of the Issuer's Common Stock. As President of Asen & Co., the
Reporting Person may be deemed to beneficially own the 20,349 shares of Common
Stock owned collectively by SDFJ, Foster and Victoria Street. The 121,551 shares
of Common Stock directly owned by the Reporting Person plus the 20,349 shares of
which he may be deemed a beneficial owner in the aggregate represent
approximately 8.6% of the Total Common Stock Outstanding. The Reporting Person
hereby expressly disclaims beneficial ownership of all shares of Common Stock
which are not owned directly by him.
(b) The Reporting Person has sole power to direct the vote and
disposition of the 121,551 shares of Common Stock owned by him. As president of
Asen & Co., the Reporting Person may be deemed to have voting, investment and
dispositive power over the 20,349 shares of Common Stock owned collectively by
SDFJ, Foster and Victoria Street.
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(c) No transactions in the Common Stock of the Issuer were effected by
the Reporting Person directly or indirectly during the past sixty days, except
for the following transactions, the trade date for each of which was November
11, 1996:
<TABLE>
<CAPTION>
Number of Shares
----------------
Name Purchased Per-share price
---- --------- ---------------
<S> <C> <C>
R. Scott Asen 121,551 $ 1.72
SDFJ 8,721 1.72
Foster 5,814 1.72
Victoria Street 5,814 1.72
TOTAL 141,900
</TABLE>
(d) Other than as disclosed herein, 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, the shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Asen & Co. provides certain advisory services for each of SDFJ, Foster
and Victoria Street for which it receives certain fees. Asen & Co. has voting
and dispositive power with respect to capital stock held in accounts for the
benefit of each of SDFJ, Foster and Victoria Street. The Reporting Person is the
President of Asen & Co. and as such may be deemed to control Asen & Co.
Other than as disclosed herein, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any other persons with respect to any securities of the Issuer,
including but not limited to transfer or voting of any 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
Exhibit A - Form of Investment Advisory Agreement between Asen & Co.
and each of SDFJ, Foster and Victoria Street
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Dated: November 21, 1996
Signature: /s/ R. Scott Asen
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R. Scott Asen
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EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
Between
[ ]
and
ASEN AND CO., INC.
Asen and Co., Inc.
224 East 49th Street
New York, New York 10017
Gentlemen:
The undersigned (the "Client") hereby requests that Asen and Co., Inc.
(the "Adviser") act as investment adviser to the Client's above-captioned
Investment Advisory Account (the "Account") which is to be governed by the
following agreement (the "Agreement").
1. The Adviser will give advice with respect to the investment and
reinvestment of all cash and securities and other property in the Account,
taking into consideration the specific investment needs and objectives of the
Client as the Client communicates them to the Adviser. The Client will receive
prompt notification in writing of any purchase or sale made for the Account, and
the Client will also receive the benefit of the Adviser's written quarterly
valuation of the Account at current market prices. Representatives of the
Adviser will also be made available to meet with the Client periodically and to
review with the Client the Account and its progress.
2. The Account shall consist initially of such cash and securities and
other property as the Client designates, or which shall become part of the
Account as a result of transactions or otherwise. The Client may make additions
to and withdrawals from the Account as it shall at any time direct, provided the
Adviser receives at least seven business days prior written notice of
withdrawals.
3. The Adviser will keep in strict confidence all information about the
financial affairs of the Account.
4. The Adviser is authorized to invest and reinvest the cash and
securities and other property in the Account in its discretion and, without
being required to consult with the Client in advance, to exercise its judgment
with respect to proper investments in the best interest of the Client. The
Client understands and agrees that the Adviser is authorized to invest on behalf
of the Account in securities which are not actively traded or in securities for
which there is no existing public market and where size or circumstances has
created a relatively illiquid market, as well as in securities for which there
are legal or contractual restrictions on resale. The Client also understands and
agrees that the Adviser is authorized to purchase securities on behalf of the
account directly from the issuers of such securities through privately
negotiated transactions. In accordance with the foregoing, the Client authorizes
the Adviser to act as the agent of the Client to order deposits and the
investment of cash and purchases and sales (including, but not limited to the
exercise of rights and tender, exchange or conversion) of securities and other
property for the Client's Account and risk, and in the name of the Client. This
authorization shall be a continuing one and shall remain in full force and
effect until the Adviser has received written notice of revocation thereof.
5. As compensation for the services provided under this Agreement, the
Adviser is to receive a fee which is to be computed and payable in accordance
with Schedule A attached hereto.
6. It is understood that in the execution of transactions for the
Account, the Adviser is authorized to select any qualified broker or dealer and
to negotiate the transactions fees charged by such broker-dealers for
transactions executed for the Account.
7. The Client understands that the Adviser and its officers, directors
and employees may from time to time act as directors, officers or employees of
companies whose securities are publicly traded, and that as a result, the
Adviser's employees may acquire information of a confidential nature. The Client
agrees that the Adviser may, but shall not be required to, render investment
advice with respect to any such company and that the Adviser may in its
discretion withhold any such knowledge or information or refuse to advise with
respect to such company, whether or not the Account shall include securities of
such company, if in the Adviser's judgment the disclosure of such knowledge or
information or the rendering of investment advice on the basis thereof would be
unfair, inequitable, a breach of any fiduciary obligation of the Adviser to some
other person, or unlawful. For the same reasons, the Adviser may, in its
discretion, exclude securities and other property from the Account.
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8. The Client further understands that differing investment objectives,
tax and other factors affect the desirability and timing of particular
transactions, and that clients of the Adviser as well as the Adviser itself, its
officers and employees and members of their families, may hold and have
transactions in securities, including longstanding positions in such securities,
and other property with respect to which services are provided hereunder. The
Client consents to such transactions, if not in violation of applicable law,
provided that the investment advisory services hereunder are at all times
provided in good faith.
9. The Adviser shall not be liable for any act or failure to act with
respect to investment advice hereunder except in the absence of good faith,
provided that this shall not relieve the Adviser from any liability imposed by
applicable law which cannot be waived.
10. The Client authorizes the Adviser to vote the proxies of any stock,
bonds or other securities, give general or specific proxies or power of attorney
with or without power of substitution. The Client will direct or cause to direct
the custodian of the assets of the Account to deliver proxies to the Adviser in
a timely manner. These authorizations shall be continuing ones and shall remain
in full force and effect until the Adviser has received written notice of the
revocation thereof.
11. Written notices and communications to the Client shall be addressed
as indicated at the end of this Agreement and written notices and communications
to the Adviser shall be addressed as indicated at the head of this Agreement.
Written notices and communications shall be addressed as indicated above unless
either the Client or the Adviser has received written notice of the revocation
thereof.
12. The Agreement shall terminate (1) immediately upon receipt by the
Adviser of written notice from the Client requesting such termination; or (2)
five days after the mailing, postage prepaid, by the Adviser, of notice of
termination, to the Client at the address indicated at the end of this
Agreement; or (3) at such time as otherwise mutually agreed upon in writing by
the Adviser and the Client. Termination by either the Client or the Adviser
shall not have the effect of canceling orders to deposit or invest cash or to
purchase or sell securities or other property placed prior to the receipt of the
notice of termination in accordance with the provisions of this Paragraph 12.
13. This Agreement shall not be assigned by either party without the
consent of the other party, and this Agreement shall, until termination, inure
to the benefit of the Adviser and any successor or successors in interest.
14. This Agreement shall be constructed in accordance with and governed
by the laws of the State of New York.
Very truly yours,
By:_______________________________
(Client)
__________________________________
(Client, if Joint Account)
Dated:____________________________
Accepted: Address of Client where all
ASEN AND CO., INC. communications should be directed:
By:_______________________________ __________________________________
Dated:____________________________ __________________________________
__________________________________
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