<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
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)
(Amendment and Restatement)*
BARRINGER LABORATORIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 per share (Title of Class of Securities)
068508100
(CUSIP Number)
R. Scott Asen
c/o Asen and Co., Inc.
224 East 49th Street
New York, New York 10017
212-758-2323
(Name, Address, Telephone Number of Person Authorized to Receive
Notices and Communications)
July 25, 2000
(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), 13d-1(f) or 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.
(continued on following pages)
(Page 1 of 13 Pages)
*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 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Asen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
Not Applicable (B) [X]
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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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7 SOLE VOTING POWER
NUMBER OF 12,747,196 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
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9 SOLE DISPOSITIVE POWER
12,747,196 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,763,863 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)
67.24%
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14 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 1,087,477 shares of Common Stock owned in the aggregate by certain
Managed Accounts (see Item 5), as to which R. Scott Asen may be deemed to hold
beneficial ownership, but as to which he disclaims beneficial ownership.
***Includes 1,087,477 shares of Common Stock owned in the aggregate by certain
Managed Accounts and 1,016,667 shares of Common Stock owned directly by AB
Associates, LP (see Item 5) as to which R. Scott Asen may be deemed to hold
beneficial ownership, but as to which he disclaims beneficial ownership.
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<PAGE> 3
SCHEDULE 13D
CUSIP NO. 068508100 Page 3 of 13
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory A. Beard
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
Not Applicable (B) [X]
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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
United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,113,180 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,113,180 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113,180 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)
5.44%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 1,016,667 shares of Common Stock owned by AB Associates, LP (see Item
5) as to which Gregory A. Beard may be deemed to hold beneficial ownership, but
as to which he disclaims beneficial ownership.
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<PAGE> 4
SCHEDULE 13D
CUSIP NO. 068508100 Page 4 of 13
This Schedule 13D Amendment and Restatement amends and supersedes all
prior Amended and Restated Statements on Schedule 13D, and all Amendments
thereto, jointly filed by R. Scott Asen and Gregory A. Beard with the United
States Securities and Exchange Commission (the "SEC") in their entirety.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, $.01 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 jointly on behalf of the following
reporting persons:
(i) R. Scott Asen ("Asen")
(ii) Gregory A. Beard ("Beard")
Asen and Beard are hereinafter collectively referred to as the
"Reporting Persons."
(b) (i) The principal offices or business address of Asen is c/o Asen
and Co., Inc., 224 East 49th Street, New York, New York 10017.
(ii) The principal offices or business address of Beard is c/o
Riverstone Holdings, 712 Fifth Avenue, New York, New York 10019.
(c) (i) Asen's principal occupation is President of Asen and Co.,
Inc., a New York corporation with principal executive offices located
at 224 East 49th Street, New York, New York 10017 ("Asen & Co.").
Asen, through Asen & Co., provides certain advisory services and
manages certain accounts (the "Managed Accounts") for: Dean Witter
Reynolds C/F David V. Foster IRA Rollover Dated 2/17/95; Asen & Co.,
Inc. FBO SDFJ, Inc.; Woodmere Court Investments; and Nicolle Miller
and Kim Taipale. Asen is also a general partner of AB Associates, LP,
an investment limited partnership ("AB Associates").
(ii) Beard's present principal occupation is associate at
Riverstone Holdings, with an address at 712 Fifth Avenue, New York,
New York 10019. Beard is also the managing general partner of
AB Associates, LP.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The aggregate amount of funds (net of commissions) required to purchase the
11,408,595 shares of Common Stock directly owned by Asen and referred to in Item
5 below was $1,594,140. Asen acquired the remaining 251,124 shares of Common
Stock directly owned by him and referred to in Item 5 below through a
partnership distribution from AB Associates, LP to its partners. The aggregate
amount of funds (net of commissions) required to purchase the 1,087,477 shares
of Common Stock owned in the aggregate by the Managed Accounts and referred to
in Item 5 below was $153,345. The aggregate amount of funds (net of commissions)
required to purchase the 1,016,667 shares of Common Stock directly owned by AB
Associates, LP and referred to in Item 5 below was $61,000. The aggregate amount
of funds (net of commissions) required to purchase the 55,555 shares of Common
Stock directly owned by Beard and referred to in Item 5 below was $10,000. Beard
acquired the remaining 40,958 shares of Common Stock directly owned by him and
referred to in Item 5 below through a partnership distribution from AB
Associates, LP to its partners. All funds used by Asen and Beard to purchase the
shares of Common Stock directly owned by each of them were personal funds. All
funds used by AB Associates to purchase the shares of Common Stock directly
owned by
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SCHEDULE 13D
CUSIP NO. 068508100 Page 5 of 13
AB Associates were working capital funds of the partnership. All funds used by
Asen & Co. to acquire Shares on behalf of the Managed Accounts were personal
funds of such individuals.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock directly owned by the
Reporting Persons for investment purposes. The shares of Common Stock owned by
AB Associates were acquired for investment purposes. Asen caused Asen & Co. to
acquire, on behalf of the Managed Accounts, the shares of Common Stock owned by
the Managed Accounts for investment purposes. Asen may decide to acquire
additional shares of Common Stock or other securities of the Issuer, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
a variety of factors. Beard does not have any present plans for the acquisition
of additional shares of Common Stock or other securities of the Issuer. Neither
Asen nor Beard has any present plans for the disposition of shares of Common
Stock held by them. Each of the Reporting Persons intends to evaluate on a
continuing basis his goals and objectives, other business opportunities
available to such Reporting Person, and general economic and equity market
conditions, as well as the Issuer's business operations and prospects. Based on
such evaluations, each Reporting Person may determine to acquire additional
shares of Common Stock or other securities of the Issuer or sell or otherwise
dispose of some or all of the shares beneficially owned by such Reporting
Person.
The Reporting Persons have no present plans or proposals for: (a) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, (b) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries, (c) any change in the present board of directors or management of
the Issuer, (d) any material change in the present capitalization or dividend
policy of the Issuer, (e) any 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, or (f) any other material
change in the Issuer's or any of its subsidiaries' business or corporate
structure. Each of the Reporting Persons intends to evaluate on a continuing
basis such Reporting Person's goals and objectives, other business opportunities
available to such Reporting Person, and general economic and equity market
conditions, as well as the Issuer's business operations and prospects. Based on
such evaluations, each Reporting Person's plans regarding the Issuer may change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (i) Asen directly owns 11,659,719 shares of Common Stock which shares
represent approximately 56.96% of the issued and outstanding shares of
Common Stock (based on the total number of issued and outstanding shares of
Common Stock being 20,470,436) (the "Total Outstanding Shares"), based on
disclosures made by the Issuer's transfer agent to the Reporting Persons.
As President of Asen & Co., Asen may be deemed to beneficially own the
1,087,477 shares of Common Stock owned in the aggregate by the Managed
Accounts. As a general partner of AB Associates, LP, Asen may be deemed to
beneficially own the 1,016,667 shares of Common Stock owned directly by AB
Associates. The 11,659,719 shares of Common Stock owned directly by Asen
plus the 2,104,144 shares of which Asen may be deemed a beneficial owner,
in the aggregate represent approximately 67.24% of the Total Outstanding
Shares. Asen hereby expressly disclaims beneficial ownership of any shares
of Common Stock not owned directly by him.
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SCHEDULE 13D
CUSIP NO. 068508100 Page 6 of 13
(ii) Beard directly owns 96,513 shares of Common Stock, which shares
represent approximately 0.47% of the Total Outstanding Shares. As managing
general partner of AB Associates, LP, Beard may be deemed to beneficially
own the 1,016,667 shares owned directly by AB Associates, LP. The 96,513
shares of Common Stock owned directly by Beard plus the 1,016,667 shares of
which Beard may be deemed a beneficial owner, in the aggregate represent
approximately 5.44% of the Total Outstanding Shares. Beard hereby expressly
disclaims beneficial ownership of any shares of the Common Stock of the
Issuer not owned directly by him.
(b) (i) Asen has sole voting, investment and dispositive power as to the
11,659,719 shares of Common Stock directly owned by him. As President of
Asen & Co., Asen may be deemed to have voting, investment and dispositive
power as to the 1,087,477 shares of Common Stock owned in the aggregate by
the Managed Accounts. As a general partner of AB Associates, LP, Asen may
be deemed to have voting, investment and dispositive power as to the
1,016,667 shares of Common Stock owned by AB Associates, LP.
(ii) Beard has sole voting, investment and dispositive power as to the
96,513 shares of Common Stock directly owned by him. As managing general
partner of AB Associates, LP Beard may be deemed to have voting, investment
and dispositive power as to the 1,016,667 shares of Common Stock owned by AB
Associates, LP.
(c) No transactions in the Common Stock were effected by the Reporting
Persons, directly or indirectly, during the past sixty days, except for the
following transactions:
(i) On April 13, 2000, Asen, the Managed Accounts and AB Associates
purchased certain convertible notes from the Issuer. On or about July 25,
2000, the Issuer converted such convertible notes into shares of Common
Stock in the amounts and at the conversion price per share set forth below:
Name Number of Shares Per Share Price
---------------- ---------------- ---------------
R. Scott Asen 686,667 $.06
Dean Witter Reynolds C/F
David V. Foster IRA Rollover
Dated 2/17/95 16,667 $.06
Asen & Co., Inc. FBO SDFJ, Inc. 33,333 $.06
Woodmere Court Investments 33,333 $.06
Nicolle Miller and Kim Taipale 33,333 $.06
AB Associates, LP 116,667 $.06
(ii) Asen purchased shares of Common Stock during the past sixty days
on the dates, in the amounts and at the prices set forth below:
Date Number of Shares Per Share Price
---- ---------------- ---------------
7/11 2,000,000 $.25
(iii) Asen received 251,124 shares of Common Stock from AB Associates,
LP in a partnership distribution on July 20, 2000.
(iv) Beard received 40,958 shares of Common Stock from AB Associates,
LP in a partnership distribution on July 20, 2000.
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<PAGE> 7
SCHEDULE 13D
CUSIP NO. 068508100 Page 7 of 13
(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 acquired by the Reporting Persons,
except that the limited partners of AB Associates, LP have rights in the
shares of Common Stock held by AB Associates, LP in proportion to their
respective partnership interests in AB Associates, LP.
(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 the Managed Accounts
for which Asen & Co. receives certain fees. See attached Exhibit A. Asen & Co.
has voting and dispositive power with respect to the shares of Common Stock held
for the benefit of each of the Managed Accounts. 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 of the
Reporting Persons 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 the Managed Accounts.
Exhibit B - Agreement of Reporting Persons as to Joint Filing of
Schedule 13D.
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SCHEDULE 13D
CUSIP NO. 068508100 Page 8 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 28, 2000
/s/ R. Scott Asen
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R. Scott Asen
/s/ Gregory A. Beard
---------------------------------
Gregory A. Beard
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SCHEDULE 13D
CUSIP NO. 068508100 Page 9 of 13
EXHIBIT INDEX
Exhibit No. Description
Exhibit A Form of Investment Advisory Agreement between Asen & Co.
and each of the Managed Accounts
Exhibit B Agreement of Reporting Persons as to Joint Filing of
Schedule 13D.
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