PRELIMINARY COPY
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BARRINGER LABORATORIES, INC.
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(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
................................................................................
(2) Aggregate number of securities to which transaction applies:
................................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
................................................................................
(4) Proposed maximum aggregate value of transaction:
................................................................................
(5) Total fee paid:
................................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
................................................................................
(2) Form, Schedule or Registration Statement No.:
................................................................................
(3) Filing Party:
................................................................................
(4) Date Filed:
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PRELIMINARY COPY
BARRINGER LABORATORIES, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of Stockholders of Barringer
Laboratories, Inc. (the "Company"), a Delaware corporation, will be convened at
10:00 a.m., mountain standard time, on March 29, 2000, at 15000 West 6th Avenue,
Suite 300, Golden, Colorado 80401, for the following purposes:
1. To amend the Company's Certificate of Incorporation, as amended, to
increase the authorized number of shares of Common Stock from
10,000,000 to 50,000,000; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 3, 2000 will be
entitled to vote at the meeting.
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STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT
YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE MEETING YOU CAN
REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.
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By Order of the Board of Directors:
BARRINGER LABORATORIES, INC.
Golden, Colorado
March 15, 2000 By: /s/ J. Graham Russell
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J. Graham Russell, President
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PRELIMINARY COPY
BARRINGER LABORATORIES, INC.
15000 West Sixth Avenue, Suite 300
Golden, Colorado 80401
PROXY STATEMENT
Special Meeting of Stockholders
To Be Held March 29, 2000
IN GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Barringer Laboratories, Inc. (the
"Company"), to be used at the Special Meeting of Stockholders (the "Meeting") to
be held on March 29, 2000, at 15000 West 6th Avenue, Suite 300, Golden, Colorado
80401, at 10:00 a.m., mountain standard time, for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders. The enclosed material
was sent on or about March 15, 2000 to stockholders of the Company.
A proxy may be revoked at any time before it is exercised by giving written
notice to the Secretary of the Company at its above address or by a subsequently
executed proxy. Stockholders may vote their shares in person if they attend the
Meeting, even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted at the Meeting in favor of
amending the Company's Certificate of Incorporation to increase the authorized
number of shares of Common Stock. The matters to be brought before the Meeting
are to consider and vote upon an increase in the number of authorized Common
Stock from 10,000,000 shares to 50,000,000 shares, and the transaction of such
other business as may come before the Meeting.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited by mail, and, in addition, directors,
officers and regular employees of the Company (who will not receive any
additional compensation) may solicit proxies personally, by telephone or by
special correspondence. The Company will reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners of the
Company's common stock.
VOTING SECURITIES
Only stockholders of record of the Company's common stock at the close of
business on March 3, 2000 will be entitled to vote at the Meeting. On that date,
there were issued and outstanding 6,803,180 shares of the Company's common
stock, the only class of voting securities of the Company. Each share of common
stock is entitled to one vote per share. A majority of the number of the
outstanding shares of common stock will constitute a quorum for the transaction
of business at the Meeting.
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The following table sets forth information as of March 3, 2000, concerning
record common stock ownership by beneficial owners of 5% or more of the
Company's common stock and the officers and directors of the Company. All
ownership is direct unless otherwise indicated:
<TABLE>
<CAPTION>
Name and
Address of Number of Shares Percent of
Title of Class Beneficial Owner of Common Stock Class
- -------------- ---------------- ---------------- ----------
<S> <C> <C> <C>
Common Stock, J. Graham Russell 455,308 6.6%
$.01 par value 15000 W. Sixth Avenue
Suite 300
Golden, CO 80401
Common Stock, R. Scott Asen 2,465,029(a) 35.9%
$.01 par value Asen and Co., Inc.
224 East 49th Street
New York, NY 10017
Common Stock, J. Francis Lavelle 1,449,635(b) 21.8%
$.01 par value 18 Kings Hwy. North
Westport, CT 06880
Common Stock, C.F. Wasser, III 176,438(c) 2.6%
$.01 par value 12290 Chinchilla Court
Rosemont, MN 55068
Common Stock, All Officers and Directors 4,576,410(a)(b)(c) 67.0%
$.01 par value as a group (four persons)
</TABLE>
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(a) Includes 859,700 shares of common stock held in accounts managed by Mr.
Asen. He disclaims beneficial ownership of the shares in these accounts.
(b) Includes presently exercisable warrants relating to 50,469 shares.
(c) Includes 10,000 shares underlying presently exercisable stock options.
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Certain Transactions
Beginning in October, 1999, the Company has issued convertible promissory
notes in the aggregate principal amount of $500,000 to certain of the Company's
existing stockholders, all of who are existing executive officers and directors.
The notes allow the Company the right, at its sole option, to convert the
balance of each note to shares of its common stock at a conversion price of $.06
per share. To convert each note to shares of common stock, the Company must
first amend its Certificate of Incorporation to provide for the increase in the
number of authorized, but unissued shares of its common stock. This matter is
discussed in more detail under Proposal 1 (Amendment of the Company's
Certificate of Incorporation, as Amended, to Increase the Authorized Number of
Shares of Common Stock) of these proxy materials.
PROPOSAL 1
AMENDMENT OF THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED, TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), authorized the issuance of 10,000,000 shares of Common Stock,
$.01 par value, and 1,000,000 shares of Preferred Stock, $2.00 par value. On
October 18,1999 , the Board of Directors of the Company approved an amendment to
the Certificate of Incorporation to increase the authorized number of shares of
Common Stock from 10,000,000 to 50,000,000 and to submit the proposed amendment
to the Stockholders at the Meeting. If approved by the stockholders, the first
paragraph of Article FOURTH of the Company's Certificate of Incorporation, as
amended, would read in its entirety as follows:
"FOURTH: The total number of shares which the Corporation shall
have the authority to issue is Fifty One Million shares of which
Fifty Million (50,000,000) shares shall be Common Stock, par
value $.01 per share (the "Common Stock"), and One Million
(1,000,000) shares shall be Preferred Stock, par value $2.00 per
share (the "Preferred Stock")."
The general purpose and effect of the proposed amendment to the Company's
Certificate of Incorporation will be to authorize 40,000,000 additional shares
of Common Stock. The Board of Directors believes that it is prudent to have the
additional shares of Common Stock available for general corporate purposes,
including payment of stock dividends, stock splits or other recapitalizations,
acquisitions, equity financings, and grants of stock options. The Common Stock
of the Company does not have pre-emptive rights.
A specific and immediate plan has been approved by the Board of Directors
to sell, upon approval of the proposed amendment to the Company's Certificate of
Incorporation, as amended, up to 8,333,333 shares of Common Stock at a price
equal to $.06 per share to certain existing stockholders, all of whom are
existing executive officers and directors, of the Company (consideration, in the
aggregate, of up to $500,000). The proceeds of the such sales of Common Stock is
necessary for the immediate and anticipated cash flow needs of the Company.
Because existing stockholders are not entitled to pre-emptive rights, the Board
of Directors does not intend to afford current stockholders the opportunity to
purchase shares of Common Stock in connection with such sales. Based on previous
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sales of the Company's Common Stock, the Board of Directors has concluded that
an attempt to afford all stockholders the present opportunity to purchase shares
of Common Stock would not be widely accepted. Accordingly, the Board of
Directors has concluded that any such attempt would be largely an inefficient
use of the Company's strained human and financial resources. Because such sales
of Common Stock at $.06 per share is for an amount that is less than the
presently existing book value of the Company's Common Stock, stockholders not
participating will experience dilution in book value per share, as well as in
their percentage of Company ownership.
There are presently 6,803,180 shares of Common Stock outstanding and,
accordingly, only 3,196,820 shares of authorized but unissued shares of Common
Stock. The Company has immediate plans to sell up to 8,333,333 additional shares
of Common Stock at $.06 per share, for total consideration of up to $500,000.
Until the stockholders approve the proposed amendment to the Company's
Certificate of Incorporation, as amended, the Company has raised $500,000
through the issuance of convertible notes to those persons who subscribed to
purchase shares of the Company's Common Stock at $.06 per share. Mr. R. Scott
Asen, Mr. J. Francis Lavelle and Mr. J. Graham Russell have advanced funds to
the Company pursuant to the terms of the convertible notes in the amounts of
$420,000, $60,000 and $20,000, respectively. Each convertible note has a
maturity date of one year and requires the payment of interest on the balance of
the note only in the event that the note is not converted to shares of Common
Stock by the maturity date. The obligations of the Company to pay amounts under
each note in the event the notes are not converted to Common Stock as therein
provided is secured by assets of the Company. The Company, at its sole option,
has the right to convert the balance of each convertible note to shares of its
Common Stock at a conversion price of $.06 per share of Common Stock. The
Company has committed itself under terms on the convertible notes to take all
reasonable action to increase the authorized and unissued shares of Common Stock
so that it is in a position to convert the notes to shares of Common Stock as
soon as reasonably practicable. The Company anticipates that it will be in a
position to convert the notes as a result of receiving stockholder approval of
the proposed amendment to its Certificate of Incorporation, as amended.
Accordingly, the Company plans to convert each note issued to shares of Common
Stock soon following the Special Meeting.
Although there are no current plans by the Board of Directors to issue the
remaining shares of Common Stock after such sales, it is anticipated that the
Company will in the near future have to raise at least an additional $200,000
for anticipated cash flow needs of the Company. It is contemplated that this
amount would be raised by selling Common Stock at $.06 per share or, in the
event that the Company's Certificate of Incorporation has not yet been amended
to increase the number of its authorized but unissued shares of Common Stock, by
issuing convertible notes in the amount of $200,000 with terms similar to those
discussed above. It is contemplated that such Common Stock or convertible notes
would, again, be sold to certain of the Company's existing stockholders,
including executive officers and directors. Moreover, it is anticipated that the
authorization of additional shares of Common Stock will provide the Board of
Directors flexibility in meeting the future capitalization needs of the Company.
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote at the Special Meeting will be required to approve the
amendment to the Company's Certificate of Incorporation increasing the number of
authorized shares of Common Stock from 10,000,000 shares to 50,000,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1 TO AMEND
THE CERTIFICATE OF INCORPORATION, AS AMENDED, AND PROXIES SOLICITED BY THE BOARD
WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON
THE PROXY.
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STOCKHOLDER PROPOSALS
Any appropriate proposal submitted by a stockholder of the Company and
intended to be presented at the 2001 annual meeting of stockholders must be
received by the Company by December 31, 2000, to be included in the Company's
proxy statement and related proxy for such annual meeting. Such proposals should
be directed to the Secretary of the Company.
OTHER MATTERS
The Company knows of no other matters to be brought before the Special
Meeting, but if other matters come before the Meeting, it is the intention of
the persons named in the solicited proxy to vote such proxy in accordance with
their judgment.
No compensation will be paid to any person in connection with solicitation
of proxies. Brokers, banks, etc., will be reimbursed for out-of-pocket and
reasonable clerical expenses incurred in obtaining instructions from beneficial
owners of the Company's common stock. Special solicitation of proxies may in
certain instances be made personally or by telephone by officers and employees
of the Company and by employees of certain banking and brokerage houses. All
expenses, estimated to be normal in connection with this solicitation, will be
borne by the Company. Votes will be counted manually. Abstentions will be noted,
and will be counted as present for purposes of a quorum. Broker non-votes will
not be counted for purposes of a quorum.
BY ORDER OF THE BOARD OF DIRECTORS:
BARRINGER LABORATORIES, INC.
Golden, Colorado
March 15, 2000 By: /s/ J. Graham Russell
-----------------------------------
J. Graham Russell, President
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PROXY PROXY
BARRINGER LABORATORIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Barringer Laboratories, Inc. acknowledges
receipt of the Notice of Special Meeting of Stockholders, to be held on March
29, 2000, at 15000 West 6th Avenue, Suite 300, Golden, Colorado 80401, at 10:00
a.m., mountain standard time, and hereby appoints J. Graham Russell or
__________________, or either of them, each with the power of substitution, as
attorneys and proxies to vote all the shares of the undersigned at said Special
Meeting and at all adjournments thereof, hereby ratifying and confirming all
that said attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
1. To approve the amendment to the Certificate of Incorporation, as
amended, to increase the Company's authorized common stock from
10,000,000 to 50,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
Dated this ______ day of ________________, 2000.
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Signature
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Signature
Please sign your name exactly as it
appears on your stock certificate. If
shares are held jointly, each holder
should sign. Executors, trustees, and
other fiduciaries should so indicate
when signing.
Please sign, date and return this proxy
immediately.
NOTE: Securities dealers please state
the number of shares voted by this proxy
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