<PAGE>
As filed with the Securities and Exchange Commission on September 11, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BARRINGER LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0951626
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
----------
BARRINGER LABORATORIES, INC.
15000 WEST 6TH AVENUE, SUITE 300
GOLDEN, COLORADO 80401
(303)277-1687
(Address, including zip code, and telephone number, including
area code, of Company's principal executive offices)
ROBERT H. WALKER, PRESIDENT
15000 WEST 6TH AVENUE, SUITE 300
GOLDEN, COLORADO 80401
(303)277-1687
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Copies to:
REID A. GODBOLT, ESQ.
JONES & KELLER, P.C.
1625 BROADWAY, SUITE 1500
DENVER, COLORADO 80202
----------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 644,706 $805,883 (1) $805,883 (1) $278
per share
- -------------------------------------------------------------------------------------------------------------
TOTAL 644,706 $805,883 $805,883 $278
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated under Rule 457(c).
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS DATED , 1996
BARRINGER LABORATORIES, INC.
----------
COMMON STOCK, $.01 PAR VALUE
644,706 SHARES
----------
This Prospectus relates to the offering of 644,706 shares of Common Stock,
$.01 par value ("Common Stock") of Barringer Laboratories, Inc. (the "Company")
by five selling stockholders (the "Selling Stockholders"). See "Selling
Stockholders." The Selling Stockholders may offer to sell any of the Common
Stock covered by this Prospectus from time to time at prices and upon terms then
obtainable in (i) ordinary brokers' transactions, (ii) block transactions in
accordance with the rules of the National Association of Securities Dealers,
Inc. (iii) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus, or (iv) a
combination of any such methods of sale in each case at market prices. See
"Plan of Distribution." The Selling Stockholders and certain broker-dealers who
participate in sales of Common Stock covered by this Prospectus may be deemed to
be statutory underwriters within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). Commissions paid or discounts or concessions
allowed to any such broker-dealers by any person, any profits received from
reselling the Common Stock covered by this Prospectus if any such broker-dealers
purchase any such Common Stock as a principal, may be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling Stockholders or
purchasers of Common Stock will pay all discounts, commissions, and fees
incurred in selling Common Stock covered by this Prospectus, except that the
Company will bear all expenses incident to the registration and qualification of
the Shares under the Securities Act of 1933, as amended, and state securities
laws, on behalf of the Selling Stockholders. The Company will receive no
proceeds from sales by the Selling Stockholders. See "Use of Proceeds."
The Common Stock is traded on the OTC Bulletin Board under the symbol BALB.
On September 5, 1996, the last reported sale price of the Common Stock on the
OTC Bulletin Board was $1.25 per share.
--------------------
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED BY
INVESTORS. SEE "RISK FACTORS."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------
1
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . .10
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission" or "SEC"). Such
reports and other information concerning the Company may be inspected and copies
may be obtained at the Commission's Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C., as well as the following regional offices: 75 Park
Place, 14th Floor, New York, New York and 500 West Madison Street, Suite 1400,
Chicago, Illinois. The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended (the "Act"), with respect
to the securities offered pursuant to this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto, which
are available for inspection at no fee at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. Copies
of the foregoing material can also be obtained at prescribed rates from the
Public Reference Section of the Commission. Also, the Commission maintains a
worldwide website that contains such materials of the Company at
"http://www.sec.gov."
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. Annual Report of Form 10-KSB for the Year Ended December 31,1995;
2. Quarterly Report on Form 10-QSB for the Quarter Ended June 30, 1996;
and
3. Registration on Form 8-A dated January 10, 1990.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Barringer Laboratories, Inc., 15000 West 6th Avenue, Suite
300, Golden, Colorado 80401, Attention: Charles E. Ramsay, Secretary (telephone
number (303)277-1687). The information relating to the Company contained in
this Prospectus does not purport to be comprehensive and should be read together
with the information contained in the Incorporated Documents.
3
<PAGE>
THE COMPANY
Barringer Laboratories, Inc. (the "Company") is an analytical services
company, principally engaged in analytical testing for the environmental and
mineral exploration industries. The Company was incorporated under Delaware law
on December 1, 1988. The Company's principal office is located at 15000 West
6th Avenue, Suite 300, Golden, Colorado 80401 (telephone (303) 277-1687). The
Company also maintains a laboratory facility in Reno, Nevada, and minerals
sample preparation facilities in Helena, Montana, and in Hermosillo, Sonora,
Mexico.
ENVIRONMENTAL ANALYTICAL LABORATORY SERVICES. From its laboratory in
Golden, Colorado, the Company performs analytical testing services for
governmental agencies, engineering consultants and industries involved in
environmental monitoring programs and industries involved in environmental
monitoring programs and hazardous waste management. The market for the
Company's services results primarily from its customers' need to comply with
U.S. federal and state regulations that relate to environmental protection and
the management and treatment of hazardous wastes. These customers typically
rely on independent laboratories such as the Company for ongoing analysis and
monitoring of such wastes.
The Company provides a comprehensive range of laboratory analyses to detect
and measure chemical contaminants and radioactive materials in samples of soil,
water, air, industrial wastes and effluents, biological materials, and
underground storage tanks. The types of laboratory testing performed include
analysis of samples for such contaminates as pesticides, herbicides, PCBs and
trace metals; hazardous waste characterization pursuant to the Resource
Conservation and Recovery Act of 1976, as amended (I.E., characterization with
regard to corrosivity, ignitability, reactivity, toxicity); clinical chemistry
testing of body fluids and tissue analysis for trace metals, organics and
radionuclides; and radioactivity analysis in a wide range of matrices,
including water, soils and sediments, vegetation, produce and animal tissues.
In addition, the Company has the capability to analyze co-contaminated wastes, a
combination of hazardous wastes contaminated with radioactive materials. During
1995, the Company processed in its environmental laboratory in Golden over
30,000 samples for approximately 220 customers.
MINERAL. The Company conducts its geochemical assays from its Reno mineral
assay laboratory, which is equipped to perform precious metal fire assays,
atomic absorption metal determinations and standard chemical procedures for
mineral analysis. Cyanide leach tests for characterizing the metallurgical
properties of gold ores are also carried out. Data handling in the laboratory
is managed by the proprietary Laboratory Information Management System which
provides customers with direct access to such data as soon as the analysis is
complete. Over 195,000 samples were processed in 1995 in Reno's mineral
laboratory for approximately 85 customers. The Company also has satellite
sample preparation facilities in Helena, Montana and in Hermosillo, Sonora,
Mexico. Effective September 15, 1996, the sample preparation facility in
Helena, Montana will be closed due to lack of mineral testing business in the
surrounding area.
4
<PAGE>
RISK FACTORS
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, SHOULD BE
CONSIDERED SPECULATIVE AND SHOULD NOT BE PURCHASED BY ANY ONE WHO CANNOT AFFORD
A COMPLETE LOSS OF THEIR INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS WITH RESPECT TO THE COMPANY. THE HEADINGS
ARE NOT INTENDED TO DESCRIBE FULLY THE RISKS, BUT ARE INTENDED TO ALERT READERS
TO THE GENERAL SUBJECT MATTERS OF THE RISKS DESCRIBED.
SIGNIFICANT CUSTOMERS
A substantial portion of the Company's sales are made to existing customers
on a repeat basis. The Company's customers include public utilities, consulting
and construction engineers, waste management companies, government agencies, oil
refineries, mining companies and a variety of other industrial companies. One
customer, MK-Ferguson, accounted for approximately 12% and 11% of the Company's
sales in 1995 and 1994, respectively. The loss of material customers could have
a materially adverse impact on the Company.
COMPETITION
There are many independent analytical testing laboratories which compete
for the environmental and hazardous waste testing business in the United States.
The Company competes with a number of companies which have significantly greater
resources. Many of these laboratories use similar equipment and processes as
the Company. Competition is based not only on price, but also on reputation for
accuracy and ability to respond rapidly. In addition, many industrial companies
have their own in-house analytical testing capabilities. There are, for
example, approximately 50 companies currently participating in the Environmental
Protection Agency's Contract Laboratory Program. With respect to environmental
testing, most of the Company's competitors are either privately owned or are a
part of a larger organization. Among such competitors which may have greater
resources, financial and other, are Thermo Analytical, Inc., Lockheed
Analytical, and Quanterra Corporation.
DEPENDENCE ON KEY PERSONS
The future success of the Company is highly dependent upon the efforts of
certain of its executive officers and directors. Loss of any such persons would
likely have an adverse impact on the Company. The Company does not have
employment contracts with any of these persons nor does the Company have any
life insurance on any of the lives of any of its executive officers or
directors.
TRADING MARKET
Presently, the Company's Common Stock trades in the OTC Bulletin Board
under the trading symbol "BALB." This market is an automated quotation
market, and is characterized by small issuers and a lack of significant or
orderly trading volumes. These factors could lead to volatility and thin
trading of the Company's Common Stock. The Company's long-term goal is to
list its Common Stock on the Nasdaq SmallCap Market, although this result
cannot be assured because the Company presently does not meet several of the
required criteria.
NO DIVIDENDS
The Company has not paid cash dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future. The payment of
future dividends and the amount thereof will depend upon the Company's earnings,
financial condition, capital requirements and such other factors as
5
<PAGE>
the Board of Directors may consider relevant. The Company is a party to a
line-of-credit agreement equal to 80% of eligible accounts receivable which
prohibits the declaration or payment of cash dividends. This prohibition has
the practical effect of restricting the payment of cash dividends on the
Company's Common Stock. There can be no assurance that dividends will ever
be paid.
BACKLOG
The backlog of orders at December 31, 1995 and 1994 was $1,123,000 and
$1,515,000, respectively. Certain contracts in the backlog of orders may be
greater than a year due to customer control over the flow of samples. This is
not indicative of sales in 1996. The level of backlog is not necessarily
indicative of trends in the Company's business because of the objective of
fulfilling customer's service requirements as quickly as possible. The majority
of 1995 backlog is related to government funding. There can be no assurance
that backlog orders will generate sales.
UNCERTAINTY OF GOVERNMENT CONTRACTS
During 1995, the Company's environmental laboratory in Golden, Colorado,
experienced a 41.3% increase over sales in 1994. Approximately 44% of 1995 and
40% of 1994 environmental sales were directly a result of analytical services
provided under contracts relating to federal spending on environmental
enforcement and environmental restoration. Due to the uncertainty surrounding
the allocation of funds through the government budgeting process, there is no
assurance that environmental sales resulting from government programs will
continue in such amounts. For example, during the first six months of 1996,
the Company experienced a significant slowdown in sales due to the
uncertainty surrounding the allocation of funds through the government
budgeting process. These uncertainties can cause wide swings in the
Company's revenues and can lead to inconsistent sales levels. There can be
no assurance that government contracts will be available in the future.
DEPENDENCE ON MINERAL INDUSTRY
The Company's mineral testing is dependent upon the level of activity in
the mineral industry, particularly the gold mining industry. Any slowdown in
the mineral industry for whatever reason, including a drop in gold prices, would
decrease the demand for testing services, which would likely in turn decrease
the demand for the Company's mineral testing services. The Company is
attempting to alleviate this risk by expanding services to other countries.
However, there can be no assurance that the Company will be successful in this
endeavor, or that it will not encounter significant risks often associated with
doing business outside of the United States. In any event, the Company's
services would still be negatively affected by a worldwide slowdown of the
mineral industry or the gold mining industry.
AUTHORIZED PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of up to
1,000,000 shares of Preferred Stock, par value $2.00 per share. The Board of
Directors of the Company has the authority to divide the Preferred Stock into
series and to fix and determine the relative rights and preferences of the
shares of any such series. To the extent that a series of Preferred Stock is
established which bears a dividends, no dividends or other distribution
(including share repurchases) may be made or declared with respect to Common
Stock unless such dividend has been paid. The terms of a series of Preferred
Stock established by the Company could adversely affect the rights of holders of
the Common Stock. In addition, the ability of the Board of Directors to issue
Preferred Stock could impede or deter unsolicited tender offers or takeover
proposals regarding the Company. See "Description of Securities--Preferred
Stock."
6
<PAGE>
USE OF PROCEEDS
Since this Prospectus relates to the offering of shares by the Selling
Stockholders, the Company will not receive any of the proceeds from the sale of
the securities offered hereby.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information concerning the
Selling Stockholders. Barringer Technologies, Inc. is the largest holder of
record of the Company's Common Stock, and two of its officers and directors,
Messrs. Binder and Harte, are also directors of the Company. Also, each
individual named below is a director of the Company.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Securities Offering (2)
Name and Address (Number) (%) Offered (Number) (%)
- ---------------- --------------- --- ---------- --------------- ---
<S> <C> <C> <C> <C> <C>
Barringer Technologies, Inc.(1) 427,475 25.9 427,475 - -
219 South Street
New Providence, New Jersey 07974
Randolph Ware 20,000 1.2 20,000 - -
2105 Kohler
Boulder, Colorado 80303
C.F. Wasser III 131,438 8.0 131,438 - -
12290 Chinchilla Court
Rosemont, Minnesota 55068
Anthony Barringer 27,000 1.6 27,000 - -
25060 Montane Drive West
Golden, Colorado 80401
John J. Harte 38,793 2.3 38,793 - -
1028 Dairy Lane
Inverness, Illinois 60067
- --------------------
</TABLE>
(1) Includes 33,333 shares owned by Barringer Research Ltd., a wholly-owned
subsidiary of Barringer Technologies Inc.
8
<PAGE>
PLAN OF DISTRIBUTION
The shares offered hereby on behalf of the Selling Stockholders are to be
sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the National Association of
Securities Dealers, Inc., (iii) purchases by a broker or dealer as principal and
resales by such broker or dealer for its account pursuant to this Prospectus, or
(iv) a combination of any such methods of sale in each case at market prices.
In connection therewith, distributors' or sellers' commissions may be paid or
allowed which will not exceed those customary in the types of transactions
involved. Commissions may also be received from purchasers for whom brokers or
dealers act as agents. Such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales.
9
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 10,000,000 shares
of Common Stock with a par value of $.01 per share and 1,000,000 shares of
Preferred Stock with a par value of $2.00 per share.
COMMON STOCK
Each record holder of common shares is entitled to one vote for each share
held on all matters properly submitted to the stockholders for their vote.
Holders of outstanding common shares are entitled to those dividends declared by
the Board of Directors out of legally available funds, and, in the event of
liquidation, dissolution or winding up of the affairs of the Company, holders
are entitled to receive ratably the net assets of the Company available to the
stockholders. Holders of outstanding common shares have no preemptive,
conversion, or redemptive rights, nor do they have cumulative voting rights in
the election of directors. All of the issued and outstanding common shares are,
and all unissued securities when offered and sold shall be, duly authorized,
validly issued, fully paid and nonassessable. To the extent that additional
common shares of the Company are issued, the relative interest of then existing
stockholders may be diluted.
PREFERRED STOCK
The Preferred Stock of the Company may be issued in one or more series as
may be determined from time to time by the Board of Directors of the Company.
The Board of Directors of the Company has authority, without a vote or other
action by the stockholders, to fix the rights and preferences of each series of
Preferred Stock, including dividend rights and preferences, rights and
preferences upon liquidation, voting rights, conversion rights and rights
relating to the redemption of shares. The Board of Directors of the Company has
flexibility to increase and issue Preferred Stock for proper corporate purposes,
including deterring takeover bids determined by the Board not to be in the best
interests of the Company and its stockholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon by
Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses in connection with the registration of the securities will be
paid by the Company. Such expenses are estimated as follows:
Registration fee $ 278
Legal fees and expenses* 7,000
Accounting fees and expenses* 2,000
Printing fees* 1,000
Blue sky qualification fees* 1,000
Miscellaneous* 722
-------
$12,000
-------
-------
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to limit the personal liability of its directors
in accordance with the provisions set forth therein. The Certificate of
Incorporation of the Company provides that the personal liability of its
directors may be limited to the fullest extent permitted by applicable law. The
Bylaws of the Company provide that directors shall be indemnified to the fullest
extent as may be permitted under Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions permitting corporations organized thereunder to indemnify
directors, officers, employees or agents against expenses, judgments and fines
reasonably incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person was or is a director, officer, employee or agent of the corporation. A
corporation may only indemnify a person if it is determined that said person:
(1) acted in good faith; (2) in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation; and (3) with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
ITEM 16. EXHIBITS:
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
5.1 Opinion and Consent of Jones & Keller, P.C. regarding
legality
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Jones & Keller, P.C. (see Exhibit 5.1)
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and authorized this
Registration Statement to be signed on its behalf by the undersigned in the
City of Denver, State of Colorado, on September 11, 1996.
BARRINGER LABORATORIES, INC.
By /s/ Robert H. Walker
-----------------------------
Robert H. Walker, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESES PRESENTS, that each person whose signature appears
below constitutes and appoints Robert H. Walker, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
pre-effective and post-effective amendments to this Registration Statement on
Form S-3, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert H. Walker
- ------------------------ Director, President and September 11, 1996
Robert H. Walker Chief Executive Officer
(Principal Executive Officer)
- ------------------------ Director September 11, 1996
Stanley S. Binder
/s/ Charles E. Ramsay
- ------------------------ Chief Financial Officer, September 11, 1996
Charles E. Ramsay Treasurer and Secretary
/s/ Anthony R. Barringer
- ------------------------ Director September 11, 1996
Anthony R. Barringer
/s/ John J. Harte
- ------------------------ Director September 11, 1996
John J. Harte
/s/ Randolph H. Ware
- ------------------------ Director September 11, 1996
Randolph H. Ware
/s/ C.F. Wasser
- ------------------------ Director September 11, 1996
C.F. Wasser, III
/s/ J. Francis Lavelle
- ------------------------ Director September 11, 1996
J. Francis Lavelle
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ------- ----------- ----
5.1 Opinion and Consent of Jones & Keller, P.C. regarding
legality --
23.1 Consent of BDO Seidman, LLP --
23.2 Consent of Jones & Keller, P.C. (see Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT OF
JONES & KELLER, P.C.
REGARDING LEGALITY OF SECURITIES
<PAGE>
[JONES & KELLER, P.C. LETTERHEAD]
September 11, 1996
Robert H. Walker, President
Barringer Laboratories, Inc.
15000 West 6th Avenue, Suite 300
Golden, Colorado 80401
Gentlemen:
We have acted as counsel for Barringer Laboratories, Inc. (the "Company")
in connection with a Registration Statement on Form S-3, filed by the Company
under the Securities Act of 1933 with the Securities and Exchange Commission.
The Registration Statement relates to the proposed public offer and sale of up
to 644,706 shares of Common Stock, $.01 par value (the "Shares"), by the Selling
Stockholders. The Registration Statement and exhibits thereto filed with the
Securities and Exchange Commission under such Act are referred to herein as the
"Registration Statement."
This letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
We have examined the Certificate of Incorporation, as amended, of the
Company as filed with the Delaware Secretary of State, the Bylaws of the
Company, and the minutes of meetings and records of proceedings of the Board of
Directors of the Company, the applicable laws of the State of Delaware, and a
copy of the Registration Statement.
Based upon the foregoing, and having regard for such legal considerations
as we deemed relevant, we are of the opinion that the Shares have been legally
issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF BDO SEIDMAN, LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Barringer Laboratories, Inc.
Golden, Colorado
We consent to the incorporation by reference in this Prospectus constituting a
part of this Registration Statement of our report dated March 6, 1996, relating
to the consolidated financial statements of Barringer Laboratories, Inc.
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Denver, Colorado
September 11, 1996
