-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUYGt626M1CdvQtuGNW5qfT4yHWCNcYukvTF5lXZOB1zcscptVisiM82/HnQHtan h05Rvw7w05V/NcZsI+ECcA== 0000889812-98-002564.txt : 19981102 0000889812-98-002564.hdr.sgml : 19981102 ACCESSION NUMBER: 0000889812-98-002564 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981030 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-31809 FILM NUMBER: 98734717 BUSINESS ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086658200 MAIL ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESOURCES INC DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESEARCH INC DATE OF NAME CHANGE: 19800821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIONHEART GROUP INC CENTRAL INDEX KEY: 0001069881 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133790376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2125995077 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BARRINGER TECHNOLOGIES INC. ------------------------------------------- (Name of Issuer) Common Stock, $.01 par value --------------------------------------------- (Title of Class of Securities) 68509603 ------------------------- (CUSIP Number) Thomas J. Rice Coudert Brothers 1114 Avenue of the Americas New York, New York 10036 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 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 (b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 disclosure 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). Exhibit Index: Page 5 Page 1 of 5 Pages SCHEDULE 13D CUSIP No. 68509603 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lionheart Group, Inc. 13-3790-376 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |X| 3 SEC Use Only 4 Source of Funds* WC 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 423,100 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 423,100 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 423,100 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| 13 Percent of Class Represented By Amount in Row (11) 5.4% 14 Type of Reporting Person* IA Page 2 of 5 Pages Item 1. Security and Issuer This statement on Schedule 13D relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Barringer Technologies Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 219 South Street, Murray Hill, NJ 07974. Item 2. Identity and Background This statement on Schedule 13D is being filed by Lionheart Group, Inc., a Delaware corporation (the "Reporting Person"). The business address of the Reporting Person is 230 Park Avenue, Suite 516, New York, NY 10169. The Reporting Person acts as investment adviser to several private investment funds and managed accounts which are the ultimate beneficial owners of the shares to which this statement relates. No such client of the Reporting Person owns 5% or more of the outstanding Common Stock. The officers of Lionheart Group, Inc. are C. Duncan Soukup, President, Vice-President, Secretary and Treasurer. The sole director of Lionheart Group, Inc. is C. Duncan Soukup. The business address of C. Duncan Soukup is 230 Park Avenue, Suite 516, New York, NY 10169. The present occupation of C. Duncan Soukup is President of Lionheart Group, Inc. C. Duncan Soukup is a citizen of the United Kingdom. During the last five years, neither the Reporting Person nor C. Duncan Soukup has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration All of the $2,785,448 used by the Reporting Person to acquire the 423,100 shares of Common Stock of the Issuer (the "Shares") came from the working capital of the investment funds and managed accounts for whose accounts such shares were purchased. Item 4. Purpose of Transaction The purpose of the acquisition and disposition by the Reporting Person of the shares of Common Stock is for investment at this time, although the Reporting Person may, in the future, decide to engage in activities intended to influence the business strategy or management of the Issuer. Depending upon market conditions, the availability of funding and such other circumstances as the Reporting Person deems relevant, the Reporting Person may acquire additional Shares (in private or open-market transactions) or sell some or all of the Shares it presently controls. Except as discussed in response to this item, the Reporting Person presently has no plans or proposals which relate to or would result in any events, actions or conditions specified in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D or any similar action, event or condition. Page 3 of 5 Pages Item 5. Interest in Securities of the Issuer (a) This Schedule 13D relates to 423,100 shares of Common Stock (the "Shares") deemed beneficially owned by the Reporting Person, which constitute approximately 5.4% of the issued and outstanding shares of Common Stock. (b) The Reporting Person has sole voting and dispositive power with respect to the 423,100 Shares. (c) Within the past sixty days, accounts managed by the Reporting Person purchased shares of Common Stock on the dates, in the amounts and at the prices set forth on Exhibit A annexed hereto and incorporated by reference herein. All of such purchases were made on the open market. (d) The private investment funds and managed accounts to which the Reporting Person serves as investment adviser and for whose accounts the Shares are held have the right to receive dividends from and the proceeds from the sale of the Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as set forth above in Item 2, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, put 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: Transactions in Shares of Common Stock Within Past 60 Days. 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: October 30, 1998 LIONHEART GROUP, INC. By:/s/ C. Duncan Soukup --------------------------- C. Duncan Soukup, President Page 4 of 5 Pages EX-99.A 2 TRANSACTIONS IN SHARES OF COMMON STOCK WITHIN PAST 60 DAYS EXHIBIT A Transactions in Shares of Common Stock Within the Past Sixty Days Date Transaction Amount Price Per Share ---- ----------- ------ --------------- 16-Sep Buy 5,000 $6.7500 17-Sep Buy 8,700 $6.7328 18-Sep Buy 10,000 $7.2125 21-Sep Buy 39,700 $7.6749 22-Sep Buy 9,000 $7.5694 24-Sep Buy 33,800 $7.4375 25-Sep Buy 4,600 $7.6875 29-Sep Buy 21,000 $7.4375 30-Sep Buy 24,400 $7.4611 1-Oct Buy 3,000 $7.4375 5-Oct Buy 10,000 $6.5000 6-Oct Buy 47,000 $6.4668 7-Oct Buy 37,000 $6.0084 8-Oct Buy 111,500 $5.7356 9-Oct Buy 800 $6.0625 12-Oct Buy 12,200 $6.4375 13-Oct Buy 3,000 $6.1875 14-Oct Buy 10,000 $6.0000 16-Oct Buy 1,000 $5.9375 21-Oct Buy 6,500 $5.0625 23-Oct Buy 20,000 $6.7500 29-Oct Buy 4,900 $7.0039 Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----