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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
Amended & Restated
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)
BARRINGER LABORATORIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 per share
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(Title of Class of Securities)
068508100
----------------------------------------
(CUSIP Number)
Patrick B. Tipton, Esq.
Duquette & Tipton LLP
405 Lexington Avenue, Suite 4500
New York, New York 10174
(212) 687-2830
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(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 1998
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(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 |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The 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
- --------------------------------- ---------------------
CUSIP NO. 068508100 PAGE 2 OF 14 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) |_|
Not Applicable (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 889,964 shares of Common Stock
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------
8 SHARED VOTING POWER
None
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
889,964 shares of Common Stock
------------------------------------------------------------
10 SHARE DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,139,964 shares of Common Stock
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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)
35.0%
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14 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 068508100 PAGE 3 OF 14 PAGES
------------- ---------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AB Associates, LP
TIN 13-3975828
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Not Applicable (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 250,000 shares of Common Stock
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------
8 SHARED VOTING POWER
None
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
250,000 shares of Common Stock
------------------------------------------------------------
10 SHARE DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares of Common Stock
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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)
7.68%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 068508100 PAGE 4 OF 14 PAGES
-------------------- ---------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory A. Beard
TIN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
Not Applicable (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 283,333 shares of Common Stock
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------
8 SHARED VOTING POWER
None
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
283,333 shares of Common Stock
------------------------------------------------------------
10 SHARE DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,333 shares of Common Stock
- --------------------------------------------------------------------------------
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)
8.70%
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14 TYPE OF REPORTING PERSON*
IN
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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) This Statement is being filed by the following persons:
(i) R. Scott Asen ("Asen");
(ii) AB Associates, LP, a New York limited
partnership ("AB Associates"); and
(iii) Gregory A. Beard ("Beard").
Asen, AB Associates and Beard are hereinafter collectively referred to as
"Reporting Persons."
(b) The principal offices or business address of each of the
Reporting Persons is c/o Asen & Co., 224 East 49th Street, New York, New York
10017.
(c) (i) Asen's principal occupation is President of Asen &
Co., a New York corporation with principal executive offices located at 224 East
49th St., New York, New York 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"), (iii) Victoria Street ("Street"), (iv) Woodmere Court Investments
("Woodmere") and (v) Nicole Miller and Kim Taipal ("Miller). As described more
fully below in Item 5, Asen is also a general partner of AB Associates.
(ii) AB Associates is an investment limited
partnership. The general partners of AB Associates are Asen and Beard. Beard is
the managing general partner of AB Associates. Asen and Beard, by virtue of
their status as general partners, may be deemed to control AB Associates.
(iii) Beard's present principal occupation is
associate at Asen & Co.
(d) No Reporting Person has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction during the last
five years which, 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 violations with respect to such laws.
(e) No Reporting Person has been convicted in a criminal
proceeding excluding traffic violations or similar
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misdemeanors during the last five years.
(f) Asen and Beard are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The aggregate amount of funds required to purchase the 889,964
shares of Common Stock directly owned by Asen and referred to in Item 5 below
was $442,377. The aggregate amount of funds required to purchase the 250,000
shares of Common Stock directly owned by AB Associates and referred to in Item 5
below was $75,000. The aggregate amount of funds required to purchase the 33,333
shares of Common Stock directly owned by Beard and referred to in Item 5 below
was $10,000. All funds used by Asen and Beard to purchase their respective
shares of Common Stock were personal funds. All funds used by AB Associates to
purchase shares of Common Stock were working capital of the partnership.
ITEM 4. PURPOSE OF TRANSACTION
Asen caused Asen & Co. to purchase 45,000 shares, 22,480
shares, 25,000 shares, 35,000 shares and 20,000 shares of Common Stock for the
accounts of SDFJ, Foster, Street, Woodmere and Miller, respectively, all for
investment purposes. The Reporting Persons acquired their shares of Common Stock
for investment purposes and may acquire other securities of the Issuer, directly
or indirectly, in open-market or privately negotiated transactions depending
upon the respective 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 Persons do 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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons have the
following interests in the securities of the Issuer:
(a) (i) Asen directly owns 742,484 shares of the Common Stock, which
shares represent approximately 22.8% of the issued and outstanding shares of
Common Stock (based on the total number of issued and outstanding shares of
Common Stock being 3,257,315 (the "Total Outstanding Shares") based on
disclosures made by the Issuer to the Reporting Persons. As President of Asen &
Co., Asen may be deemed to beneficially own the 147,480 shares owned
collectively by SDFJ, Foster, Street, Woodmere and Miller. As a general partner
of AB Associates, Asen may be deemed to beneficially own the 250,000 shares
owned directly by AB Associates. The 742,484 shares of Common Stock owned
directly by Asen plus the 397,480 shares of which he may be deemed a beneficial
owner in the aggregate represent approximately 35.0% of the Total Outstanding
Shares. Asen hereby expressly disclaims beneficial ownership of any shares of
Common Stock not owned directly by him.
(ii) AB Associates directly and beneficially owns 250,000
shares of Common Stock, which shares represent 7.68% of the Total Outstanding
Shares.
(iii) Beard owns directly 33,333 shares of the Common Stock,
which represent approximately 1.02% of the Total Outstanding Shares. As managing
general partner of AB Associates, Beard may be deemed to beneficially own the
250,000 shares of Common Stock directly owned by AB Associates. The 33,333
shares of Common Stock directly owned by Beard plus the 250,000 shares of Common
Stock to which he may be deemed a beneficial owner in the aggregate represent
approximately 8.70% of the Total Outstanding Shares. Beard hereby expressly
disclaims beneficial ownership of any shares of Common Stock not owned directly
by him.
(b) (i) Asen has sole voting, investment and dispositive power as to
the 742,484 shares of Common Stock directly owned by him. As President of Asen &
Co., Asen may be deemed to have voting, investment and dispositive power over
the 147,480 shares of Common Stock owned collectively by SDFJ, Foster, Street,
Woodmere and Miller. As a general partner of AB Associates, Asen may be deemed
to have voting, investment and dispositive power of the 250,000 shares of Common
Stock owned by AB Associates.
(ii) AB Associates has voting, investment and dispositive power as
to the 250,000 shares of Common Stock directly owned by it. Asen and Beard, as
general partner and managing general partner of AB Associates, respectively are
empowered to direct certain actions of AB Associates and consequently may be
deemed to have voting, investment and dispositive power over such 250,000 shares
of Common Stock.
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(iii) Beard has sole voting, investment and dispositive power as to
the 33,333 shares of Common Stock directly owned by him.
(c) No transactions in the Common Stock of the Issued were effected by
the Reporting Persons, directly or indirectly, during the past sixty days,
except for the following transactions:
(i) On April 16, 1998, Asen purchased shares of Common Stock
in the names and amounts and at the prices set forth below:
<TABLE>
<CAPTION>
Name Number of Shares Per Share Price
---- ---------------- ---------------
<S> <C> <C>
R. Scott Asen 537,500 $.30
SDFJ, Inc. 33,333 $.30
David V. Foster 16,666 $.30
Victoria Street 16,666 $.30
Woodmere Court Investments 33,333 $.30
Nicole Miller & Kim Taipal 16,666 $.30
</TABLE>
Each of the purchases described above was effected in a private placement of
securities.
On May 8, 1998, Asen purchased shares of Common Stock in the
names and amounts and at the prices set forth below:
<TABLE>
<CAPTION>
Name Number of Shares Per Share Price
---- ---------- ------------
<S> <C> <C>
R. Scott Asen 64,933 $ .375
SDFJ, Inc. 2,946 $ .375
Victoria Street 2,520 $ .375
Woodmere Court Investments 1,667 $ .375
Nicole Miller & Kim Taipal 3,334 $ .375
</TABLE>
Each of the purchases described above was effected on the over-the-counter
market.
(ii) AB Associates purchased shares of Common Stock in the
amounts and at the prices set forth below:
Name Number of Shares Per Share Price
---- ---------------- ---------------
AB Associates 250,000 $.30
Each of the purchases described above was effected in a private placement of
securities.
(iii) Beard purchased shares of Common Stock in the amounts
and at the prices set forth below:
Name Number of Shares Per Share Price
---- ---------------- ---------------
Gregory A. Beard 33,333 $.30
Each of purchases described above was effected in a private placement of
securities.
(d) Other than as disclosed herein, no other person has the
right to receive or the power to direct the receipt of
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dividends from, or the proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
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, Victoria Street, Woodmere and Miller 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, Victoria Street,
Woodmere and Miller. 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, Victoria Street,
Woodmere and Miller.
Exhibit B - Agreement of Reporting Persons to jointly file
Schedule 13D.
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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: May 13, 1998
/s/ R. Scott Asen
---------------------------
R. Scott Asen
AB Associates, LP
By:/s/ Gregory A. Beard
---------------------------
Gregory A. Beard
Managing Partner
/s/ Gregory A. Beard
---------------------------
Gregory A. Beard
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EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
Exhibit A Form of Investment Advisory Agreement between
Asen & Co. and each of SDFJ, Foster, Victoria Street,
Woodmere and Miller.
Exhibit B Agreement of Reporting Persons to jointly file
Schedule 13D.
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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
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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.
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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EXHIBIT B
Each of the undersigned hereby agrees that the Amended and
Restated 13 D filed on the date hereof with respect to shares of the Common
Stock, $.01 par value, of Barringer Laboratories, Inc., has been filed on his or
its behalf.
/s/ R. Scott Asen
------------------
R. Scott Asen
AB Associates, LP
By:/s/ Gregory A. Beard
--------------------
Gregory A. Beard
Managing Partner
/s/ Gregory A. Beard
--------------------
Gregory A. Beard
1
