-----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, AJtv3iEr/ugypGDLzlcKM926WRZ0ZDTdeK+l/PsfYMY/H0A4rQDEa+ubVbYaLOmO ioFYz3ecesOsKsWYDGGDwg== 0000905718-96-000011.txt : 19960205 0000905718-96-000011.hdr.sgml : 19960205 ACCESSION NUMBER: 0000905718-96-000011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960201 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960202 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03207 FILM NUMBER: 96510260 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 8-K/A 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K / A No.1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 1, 1996 BARRINGER TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 0-3207 84-0720473 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 219 South Street, New Providence, New Jersey 07974 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 665-8200 N/A (Former name or former address, if changed since last report.) Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. Pro-Forma Financial Data PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying unaudited pro-forma consolidated financial statements are based upon the consolidated financial statements of Barringer Technologies Inc. (the "Company") adjusted to give effect to the partial sale of its investment in Barringer Laboratories Inc. ("Labco"). Under the terms of a Stock Purchase Agreement (the "Agreement") on December 13, 1995, the Company sold to Labco 647,238 shares of Labco's common stock for an aggregate purchase price of $809,048. The purchase price consisted of $300,000 in cash, cancellation of all amounts owed by the Company to Labco aggregating $452,945, and cancellation of $57,103 in accounts receivable due Labco. However, pursuant to the terms of the Agreement, Labco retained 88,260 shares of Labco common stock owned by the Company. In the event that Labco meets certain pre-tax earnings goals for 1996, those shares will be returned to the Company. If Labco does not meet such goals, all or a portion of such shares will be retained by Labco. The accompanying unaudited pro-forma Balance Sheet gives effect to this transaction as if it had occurred on September 30, 1995. The accompanying unaudited consolidated Statements of Operations give effect to this transaction as if it had occurred as of January 1, 1994. The pro-forma consolidated financial statements are not necessarily indicative of the results that would have been obtained if the transaction had occurred on the dates indicated or for any future period or date. The pro-forma adjustments give effect to available information and assumptions that the Company believes are reasonable. The pro-forma consolidated financial statements should be read in conjunction with the Company's historical consolidated financial statements and notes thereto, all of which are incorporated herein by reference. The adjustments are as follows: (a) To eliminate the interest expense on the amounts due Labco and to record the 26% interest in the earnings of Labco for the nine months ended September 30, 1995. (b) To de-consolidate Labco and to eliminate the interest expense on the amounts due Labco and to record the 26% interest in the earnings of Labco for the year ended December 31, 1994. (c) To record the application of cash proceeds, the reduction in indebtedness, the reduction and reclassification of the investment in Labco and the gain on the transaction of approximately $93,000. Also to reduce the remaining investment by the value of the 88,260 shares of Labco stock retained by Labco, in the amount of approximately $86,000. BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1995 IN THOUSANDS EXCEPT PER SHARE DATA (UNAUDITED) Pro-forma Historical adjustments Pro-forma ________________________________________ Revenues from operations $ 4,544 $ 4,544 Cost of sales 2,844 2,844 ________________________________________ Gross profit 1,700 1,700 Operating expenses: Selling, general and administrative 1,956 1,956 Unfunded research and development 133 133 ________________________________________ 2,089 2,089 Operating loss (389) (389) Other income (expense): Interest (186) 44 (a) (142) Equity in earnings on investment - 96 (a) 96 Other, net (83) (83) ________________________________________ (269) 140 (129) ________________________________________ Loss from continuing operations $ (658) $ 140 $ (518) ======================================== Per share data: Loss from continuing operations $ (0.23) $ 0.05 $ (0.18) ======================================== Weighted average shares outstanding 3,209 3,209 3,209 ======================================== BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1994 IN THOUSANDS EXCEPT PER SHARE DATA (UNAUDITED) Pro-forma Historical adjustments Pro-forma ____________________________________________ Revenues from operations $ 11,455 $ (5,941) (b) $ 5,514 Cost of sales 8,725 (4,456) (b) 4,269 ____________________________________________ Gross profit 2,730 (1,485) 1,245 Operating expenses: Selling, general and administrative 4,713 (1,361) (b) 3,352 Unfunded research and development 362 0 362 ____________________________________________ 5,075 (1,361) 3,714 Operating loss (2,345) (124) (2,469) Other income (expense): Interest (244) 96 (b) (148) Equity in earnings on investment - 23 (b) 23 Other, net 175 (91) (b) 84 _________________________________________ (69) 28 (41) _________________________________________ Loss before income taxes and minority interest (2,414) (96) (2,510) Minority interest (76) 76 (b) - Income taxes 75 75 ______________________________________ Loss from continuing operations (2,565) (20) (2,585) _______________________________________ Per share data: Loss from continuing operations $ (0.95) $ (0.00) $ (0.95) ======================================= Weighted average shares outstanding 2,827 2,827 2,827 ========================================= BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES PRO-FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1995 IN THOUSANDS (UNAUDITED) ASSETS Pro-forma Historical adjustments Pro-forma ______________________________________________ __________ ____________ __________ Current assets: Cash and equivalents $ 151 $ 151 Receivables, less allowance of $445 2,355 2,355 Inventories 1,419 1,419 Net assets held for sale 993 (993) (c) 0 Prepaid expenses and other 294 294 Deferred tax asset 225 225 ______________________________________ TOTAL CURRENT ASSETS 5,437 (993) 4,444 Property and equipment, net 651 651 Investment 301 (c) 301 Other assets 101 101 ______________________________________ TOTAL ASSETS $ 6,189 $ (692) $ 5,497 ======================================
BARRINGER TECHNOLOGIES INC. AND SUBSIDIARIES PRO-FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1995 IN THOUSANDS (UNAUDITED) (Continued) LIABILITIES AND SHAREHOLDERS' Pro-forma EQUITY Historical adjustments Pro-forma _________________________________________________________________________________________ Current Bank indebtedness and other $ 1,053 $1,053 liabilities: Accounts payable 1,217 (300) (c) 917 Accrued liabilities 1,389 1,389 Liabilities to operation held for sale 485 (485) (c) 0 Current portion of long term debt 300 300 _________________________________________ TOTAL CURRENT LIABILITIES 4,444 (785) 3,659 SHAREHOLDERS' EQUITY: Class A convertible preferred stock, $2.00 par value, 1,000 shares authorized, 82 shares outstanding, less discount of $64 101 101 Class B convertible preferred stock, $2.00 par value, 730 shares authorized, 318 shares outstanding 635 635 Common stock, $.01 par value, 7,000 Shares authorized, 3,412 shares outstanding 34 34 Additional paid-in capital 17,542 17,542 Accumulated deficit (16,148) 93 (c) (16,055) Cumulative foreign currency translation adjustment (406) (406) ________________________________________ 1,758 93 1,851 Less: treasury stock at cost, 31 shares (13) (13) __________________________________________ TOTAL SHAREHOLDERS' EQUITY 1,745 93 1,838 __________________________________________ TOTAL LIABILITIES AND EQUITY $ 6,189 $ (692) $ 5,497 ===========================================
(c) Exhibits. Incorporated by reference from the Company's Current Report on Form 8-K dated December 13, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BARRINGER TECHNOLOGIES INC. By: /s/ Richard S. Rosenfeld Richard S. Rosenfeld, Vice President (Principal Accounting and Principal Financial Officer) Dated: February 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----