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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
AMENDED & RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
068508100
----------------------------------------
(CUSIP Number)
Patrick B. Tipton, Esq.
152 West 36th Street, Suite 805
New York, New York 10018
(212) 695-9366
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(Name, Address, Telephone Number of Person Authorized
to Receive Notices and Communications)
December 24, 1998
- --------------------------------------------------------------------------------
(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(e), Rule 13d-1(f) or Rule 13d-1(g), 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 9 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
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 2,092,739 shares of Common Stock
OWNED BY
EACH -----------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH None
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
2,092,739 shares of Common Stock
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,961 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) 40.6%
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14. TYPE OF REPORTING PERSON* IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 068508100 PAGE 3 OF 9 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 472,222 shares of Common Stock
OWNED BY
EACH -----------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH None
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
472,222 shares of Common Stock
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,222 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) 7.5%
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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
CUSIP NO. 068508100 PAGE 4 OF 9 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) |_|
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 571,110 shares of Common Stock
OWNED BY
EACH -----------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH None
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
571,110 shares of Common Stock
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,110 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) 9.0%
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14. TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*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 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 CONSIDERATION
The aggregate amount of funds (net of commissions) required to purchase the
1,680,261 shares of Common Stock directly owned by Asen and referred to in Item
5 below was $632,572. The aggregate amount of funds (net of commissions)
required to purchase the 412,478 owned in the aggregate by SDFJ, Foster, Street,
Woodmere and Miller and referred to in Item 5 below was $128,674. The aggregate
amount of funds (net of commissions) required to purchase the 472,222 shares of
Common Stock directly owned by AB Associates and referred to in Item 5 below was
$115,000. The aggregate amount of funds (net of commissions) required to
purchase the 98,888
5
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shares of Common Stock directly owned by Beard and referred to in Item 5 below
was $20,000. 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. All
funds used by Asen & Co. on behalf of SDFJ, Foster, Street, Woodmere and Miller
were personal funds of such individuals.
ITEM 4. PURPOSE OF TRANSACTION
Asen caused Asen & Co. to purchase 128,333 shares, 50,257 shares, 25,000 shares,
128,333 shares and 80,555 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.
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 1,680,261 shares of the Common Stock, which
shares represent approximately 26.6% of the issued and outstanding shares of
Common Stock (based on the total number of issued and outstanding shares of
Common Stock being 6,312,870 (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 412,478 shares in the aggregate
owned by SDFJ, Foster, Street, Woodmere and Miller. As a general partner of AB
Associates, Asen may be deemed to beneficially own the 472,222 shares owned
directly by AB Associates. The 1,680,261 shares of Common Stock owned directly
by Asen plus the 884,700 shares of which he may be deemed a beneficial owner in
the aggregate represent approximately 40.6% 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 472,222
shares of Common Stock, which shares represent 7.5% of the Total Outstanding
Shares.
(iii) Beard owns directly 98,888 shares of the Common Stock,
which represent approximately 1.6% of the Total Outstanding Shares. As managing
general partner of AB Associates, Beard may be deemed to beneficially own the
472,222 shares of Common Stock directly owned by AB Associates. The 98,888
shares of Common Stock
6
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directly owned by Beard plus the 472,222 shares of Common Stock to which he may
be deemed a beneficial owner in the aggregate represent approximately 9.0% 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 over the
1,680,261 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 412,478 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 over the 472,222 shares of
Common Stock owned by AB Associates.
(ii) AB Associates has voting, investment and dispositive
power over the 472,222 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 472,222 shares of Common Stock.
(iii) Beard has sole voting, investment and dispositive power
over the 98,888 shares of Common Stock directly owned by him. As managing
general partner of AB Associates, Beard may be deemed to have voting, investment
and dispositive power over the 472,222 shares of Common Stock owned by AB
Associates.
(c) No transactions in the Common Stock of the Issuer were effected by
the Reporting Persons, directly or indirectly, during the past sixty days,
except for the following transactions:
The Reporting Persons purchased shares of Common Stock in the names and amounts,
on the dates and at the prices set forth below:
Name Number of Shares Per Share Price Date
- ---- ---------------- --------------- ----
R. Scott Asen 902,777 $.18 12/24/98
AB Associates LP 222,222 $.18 12/24/98
SDFJ, Inc. 83,333 $.18 12/24/98
David V. Foster 27,777 $.18 12/24/98
Woodmere Court Investments 83,333 $.18 12/24/98
Nicole Miller & Kim Taipal 55,555 $.18 12/24/98
Gregory A. Beard 55,555 $.18 12/24/98
Each of the purchases described above was effected in a private placement of
securities directly from the Issuer.
(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.
(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,
7
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Foster, Victoria Street, Woodmere and Miller. Asen 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 any
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.
8
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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: January 4, 1999
/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
9
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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
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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.
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
<PAGE> 3
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:
---------------------- ----------------------------
----------------------------
<PAGE> 1
EXHIBIT B
Each of the undersigned hereby agrees that the Amended and
Restated 13D 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
