SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 07, 2000
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BARRINGER LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-8241 84-0951626
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(Commission File Number) (IRS Employer Identification No.)
15000 West 6th Avenue, Suite 300, Golden CO 80401-5047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303/277-1687
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
ISSUANCE OF COMMON STOCK IN EXCHANGE FOR CONVERTIBLE NOTES
On April 7, 2000, Barringer Laboratories, Inc ("Barringer") issued
10,000,000 restricted shares of its Common Stock, $.01 par value, to existing
stockholders of Barringer in exchange for $600,000 of Convertible Notes.
Pursuant to their terms, the notes were convertible, at the option of Barringer,
into restricted common stock at the rate of $.06 per common share. The issuance
increased the issued and outstanding number of shares of Barringer common stock
to 16,803,180 shares from 6,803,180 shares.
BACKGROUND
Form 8-K Filed March 3, 2000:
As reported in a Form 8-K filed on March 3, 2000, in October 1999,
Barringer approved the sale and issuance to existing stockholders of up to
8,333,333 shares of its common stock at $.06 per share. Proceeds from the sale
would have been $500,000.00. However, because 6,830,958 shares of common stock
were then outstanding, and the company's certificate of incorporation, as
amended, authorized the issuance of only 10,000,000 shares of Common Stock, it
was necessary to increase the authorized number of shares of Common Stock before
the additional stock could be issued.
Accordingly, a stockholders' meeting was authorized to amend Barringer's
certificate of incorporation to increase the authorized common stock. Pending
the stockholder action, to meet Barringer's cash flow needs, Barringer was
authorized to raise up to $500,000 through the issuance of convertible notes to
those persons who subscribed to purchase the shares of common stock.
Barringer committed itself to take all reasonable action to increase the
authorized and unissued shares of common stock so that it could convert the
notes to shares of common stock as soon as reasonably practicable.
In addition, as stated in the Form 8-K, Barringer also contemplated having
to raise at least an additional $200,000 in the near term for its anticipated
cash flow needs. Barringer expected to raise this amount through the sale of
Common Stock at $.06 per share or by issuing convertible notes with terms
similar to those of the $500,000 of convertible notes.
Issuance of Convertible Notes.
Following the board of directors' authorization in October 1999, Barringer
issued a total of $500,000 in convertible notes at various times from October
1999 to March 2000. In addition, in March 2000, Barringer issued an additional
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$100,000 of convertible notes. These securities were issued to existing
stockholders of Barringer pursuant to exemptions from registration under the
Securities Act of 1933 as well as exemptions from registration under applicable
state securities laws.
Each convertible note included provisions giving Barringer the right, at
its sole option, to convert the balance into shares of its common stock at a
conversion price of $.06 per share of common stock.
Form 8-K Filed April 3, 2000 and subsequent events.
As reported in a Form 8-K filed on April 3, 2000, at a special
stockholders' meeting held on March 29, 2000, the stockholders of Barringer
voted in favor of increasing the number of authorized shares of common stock
from 10 million to 50 million.
The articles of amendment to Barringer's certificate of incorporation,
increasing the authorized shares of common stock, were filed with the Delaware
Secretary of State on April 5, 2000, and Barringer exercised its option to
convert $600,000 of the convertible notes into common stock as described above.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: April 20, 2000
BARRINGER LABORATORIES, INC.
By: /s/ J. Graham Russell
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J. Graham Russell, President
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