<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 No. 1 to Amended and Restated Schedule 13D)*
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 11, 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 12 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 068508100 Page 2 of 12
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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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 11,943,863 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,943,863 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,843,863 shares of Common Stock***
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.30%
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14 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 970,811 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 970,811 shares of Common Stock owned in the aggregate by certain
Managed Accounts and 900,000 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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 068508100 Page 3 of 12
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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
--------------------------------------------------------------------------------
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*
WC
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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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 900,000 shares of Common Stock
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
900,000 shares of Common Stock
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.79%
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14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 068508100 Page 4 of 12
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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
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 996,513 shares of Common Stock**
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
None
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
996,513 shares of Common Stock**
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,513 shares of Common Stock**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.30%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Includes 900,000 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.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 068508100 Page 5 of 12
This Amendment No. 1 to Amended and Restated Schedule 13D amends and
supplements the Amended and Restated Statement on Schedule 13D jointly filed by
R. Scott Asen, AB Associates, LP and Gregory A. Beard with the United States
Securities and Exchange Commission (the "SEC") on April 13, 2000 (the "Original
Statement"). Except as set forth below, there are no changes to the information
set forth in the Original Statement. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Item 3 is amended to read in its entirety as follows:
The aggregate amount of funds (net of commissions) required to purchase
10,721,928 shares of the Common Stock directly owned by Asen and referred to in
Item 5 below was $1,552,940. 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 to its partners. The aggregate
amount of funds (net of commissions) required to purchase the 970,811 shares of
Common Stock owned in the aggregate by the Managed Accounts and referred to in
Item 5 below was $146,345. The aggregate amount of funds (net of commissions)
required to purchase the 900,000 shares of Common Stock directly owned by AB
Associates and referred to in Item 5 below was $54,000. The aggregate amount of
funds (net of commissions) required to purchase 55,555 shares of the 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 to its partners. All funds used by Asen and Beard to purchase 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
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 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended to read in its entirety as follows:
(a) (i) Asen directly owns 10,973,052 shares of Common Stock which shares
represent approximately 58.36% of the issued and outstanding shares of
Common Stock (based on the total number of issued and outstanding shares of
Common Stock being 18,803,769) (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
970,811 shares of Common Stock owned in the aggregate by the Managed
Accounts. As a general partner of AB Associates, Asen may be deemed to
beneficially own the 900,000 shares of Common Stock owned directly by AB
Associates. The 10,973,052 shares of Common Stock owned directly by Asen
plus the 1,870,811 shares of which Asen may be deemed a beneficial owner,
in the aggregate represent approximately 68.30% 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 900,000 shares of
Common Stock, which shares represent 4.79% of the Total Outstanding Shares.
(iii) Beard directly owns 96,513 shares of Common Stock, which shares
represent approximately 0.51% of the Total Outstanding Shares. As managing
general partner of AB Associates, Beard may be deemed to beneficially own
the 900,000 shares owned directly by AB Associates. The 96,513 shares of
Common Stock owned directly by Beard plus the 900,000 shares of which
Beard may be deemed a beneficial owner, in the aggregate represent
approximately 5.30% 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.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 068508100 Page 6 of 12
(b) (i) Asen has sole voting, investment and dispositive power as to the
10,973,052 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 970,811 shares of Common Stock owned in the aggregate by
the Managed Accounts. As a general partner of AB Associates, Asen may be
deemed to have voting, investment and dispositive power as to the 900,000
shares of Common Stock owned by AB Associates.
(ii) AB Associates has voting, investment and dispositive power as to
the 900,000 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
as to the 900,000 shares of Common Stock owned by AB Associates.
(iii) 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, Beard may be deemed to have voting,
investment and dispositive power as to the 900,000 shares of Common Stock
owned by AB Associates.
(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) Asen purchased shares of Common Stock during the past sixty days
on the dates, in the amounts and at the prices set forth below:
<TABLE>
<CAPTION>
Date Number of Shares Per Share Price
---- ---------------- ---------------
<S> <C> <C>
7/11 2,000,000 $.25
</TABLE>
(ii) AB Associates distributed 472,222 shares of Common Stock to its
partners, including 251,124 shares of Common Stock to Asen and 40,958
shares to Beard, on July 20, 2000.
(iii) Asen received 251,124 shares of Common Stock from AB Associates
in a partnership distribution on July 20, 2000.
(iv) Beard received 40,958 shares of Common Stock from AB Associates
in a partnership distribution on July 20, 2000.
(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 have
rights in the shares of Common Stock held by AB Associates in proportion to
their respective partnership interests in AB Associates.
(e) AB Associates ceased to be a beneficial owner of more than five percent
of the Total Outstanding Shares of Common Stock on July 20, 2000. Not
applicable for Asen or Beard.
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.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 068508100 Page 7 of 12
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 21, 2000
/s/ R. Scott Asen
---------------------------------
R. Scott Asen
AB ASSOCIATES, LP
By: /s/ Gregory A. Beard
------------------------------
Gregory A. Beard,
Managing General Partner
By: /s/ R. Scott Asen
------------------------------
R. Scott Asen,
General Partner
/s/ Gregory A. Beard
---------------------------------
Gregory A. Beard
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 068508100 Page 8 of 12
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.
