-----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, UrXzP05/hWmbeeelZPrgzmxXXN6aItPiPCBFHAR3w1/ovNMQU2frvtvPEgNgaEvY wRwitRWyE1vayAkrE6pcVA== 0000905718-96-000231.txt : 19960927 0000905718-96-000231.hdr.sgml : 19960927 ACCESSION NUMBER: 0000905718-96-000231 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960926 SROS: NASD FILER: 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-11629 FILM NUMBER: 96635072 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 S-3/A 1 AMENDMENT NO. 1 TO FORM S-3 Registration No. 333-11629 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ BARRINGER TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 84-0720473 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 219 South Street New Providence, New Jersey 07974 (908) 665-8200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________________ Stanley S. Binder Copy to: Barringer Technologies Inc. Allen B. Levithan, Esq. 219 South Street Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. New Providence, New Jersey 07974 65 Livingston Avenue (908) 665-8200 Roseland, New Jersey 07068 (Name, address, including zip code, and telephone number, (201) 992-8700 including area code, of agent for service) __________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and thereafter as determined by the Selling Securityholders. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum Amount of Securities to be Registered Offering Price Per Unit(1) Aggregate Offering Price (1)(2) Registration Fee - ------------------------------------------------------------------------------------------------------------ Common Stock ($.01 par value) $7.88 $9,287,597 (3) - ------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon a price of $7.88 per share, which was the average of the high and low sale prices as reported on The NASDAQ SmallCap Market on September 24, 1996. (2) Pursuant to Rule 416, there also are being registered an indeterminate number of shares of the registrant's common stock, par value $.01 per share, which may become issuable pursuant to the antidilution provisions of the underlying convertible securities. (3) $3,425 was paid in connection with the initial filing of this Registration Statement. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PROSPECTUS 1,178,629 Shares BARRINGER TECHNOLOGIES INC. Common Stock (par value $.01) This Prospectus relates to 1,178,629 shares of common stock, par value $.01 per share ("Common Stock"), of Barringer Technologies Inc. (the "Company") to be offered and sold from time to time for the accounts of the Selling Securityholders set forth herein (the "Selling Securityholders"). All of the 1,178,629 shares of the Common Stock being offered hereby are being registered at the Company's expense pursuant to contractual obligations of the Company incurred in connection with private placements under the Securities Act of 1933, as amended (the "Securities Act"). Such private placements include the sale by the Company of units (the "Units") each consisting of 2,500 shares of Common Stock and a warrant to purchase 2,500 shares of Common Stock, various warrants to purchase Common Stock (collectively with the warrants issued as part of the Units, the "Warrants"), and subordinated convertible debentures, convertible into shares of Common Stock, due July 9, 1997 (the "Debentures"). The Company will not receive any of the proceeds from the sale of the Common Stock by the Selling Securityholders. The net proceeds from the sale of the Common Stock will be paid directly to the Selling Securityholders. The Company will receive up to approximately $881,000 from the exercise price with respect to the exercise of the Warrants. The Company estimates that its expenses in connection with the offering of the Common Stock (the "Offering") will be approximately $35,000. The Selling Securityholders may from time to time offer and sell the Common Stock being offered hereby in the over-the-counter market, in negotiated transactions, or otherwise, at prices then prevailing or related to the then-current market price or at negotiated prices. The Common Stock offered hereby may be sold directly by the Selling Securityholder or through agents or broker-dealers acting as principal or agent, or in block trades or by one or more underwriters. See "Plan Of Distribution." On September 24, 1996, the last sale price of the Common Stock in the over-the-counter market as reported on The NASDAQ SmallCap Market (symbol BARR) was $7.50 per share. ___________________________________ See "Risk Factors" on page 4 for certain factors which should be considered by prospective purchasers of the shares of Common Stock offered hereby. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. __________________________________ The date of this Prospectus is September 26, 1996. AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at the Commission's Regional Offices at 500 West Madison, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at its principal office at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that file electronically with the Commission and the address of such Web site is http://www.sec.gov. The Common Stock is currently included in The NASDAQ SmallCap Market, under the symbol BARR, and reports, proxy statements and other information regarding the Company can be inspected at the offices of the National Association of Securities Dealers, Inc. at 33 Whitehall Street, 10th Floor, New York, New York 10004. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments thereto, the "Registration Statement") under the Securities Act with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and exhibits thereto, certain portions of which have been omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Common Stock offered hereby reference is made to the Registration Statement and related exhibits and to documents filed with the Commission. Any statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Commission and may be obtained, upon payment of the fee prescribed by the Commission, or may be examined without charge at the public reference facilities of the Commission described above. ___________________________________________ DOCUMENTS INCORPORATED BY REFERENCE The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are hereby incorporated by reference in this Prospectus: (i) The Company's Annual Report on Form 10-K for the year ended December 31, 1995; (ii) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31 and June 30, 1996; and (iii) The description of the Common Stock set forth in the Company's Registration Statement filed on Form 8-A and any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the completion of the Offering being made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above under "Documents Incorporated by Reference" (other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to: Barringer Technologies Inc., 219 South Street, New Providence, New Jersey 07974, Attention: Secretary (telephone no. (908) 665-8200). FORWARD-LOOKING STATEMENTS This Prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements include, but are not limited to, the Company's opportunities to increase sales through, among other things, the development of new applications, markets and the extension of its IONSCAN[R] products, the development of new IONSCAN[R[ products, the probability of the Company's success in the sales of its IONSCAN[R] products in current markets, exposure to fluctuations in foreign currencies, regulations and directives changing security requirements and liquidity and capital requirements. Forward-looking statements are inherently subject to risks and uncertainties, many of which can not be predicted with accuracy and some of which might not even by anticipated. Future events and actual results, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. Important factors that could contribute to such differences are set forth below under "Risk Factors," including, but not limited to, "Governmental Regulation and Law Enforcement Requirements," "History of Losses," "Cash Constraints," "Dependence on Private Sales of Securities," "Dependence on IONSCAN[R] and Market Acceptance," "Dependence on New Product Development; Technological Advancement," "Noncompliance Under Credit Facility," "Competition," and "Currency Fluctuations." RISK FACTORS Prospective purchasers should carefully consider the following risk factors, in addition to the other information contained in this Prospectus, before purchasing the shares of Common Stock offered hereby: Governmental Regulation and Law Enforcement Requirements While the Company anticipates that regulations or requirements mandating the use of explosive detection systems both in the United States and abroad will be adopted as a result of certain governmental initiatives taking place in the United States and abroad, including the recent report of the Aviation Safety and Security Commission (the "Gore Commission"), no assurance can be given that regulations or requirements mandating the use of explosive detection systems will ultimately be adopted or as to the timing thereof. Likewise, there can be no assurance that any such regulations or requirements will specify the use of trace particle detection equipment or that the IONSCAN[R] will meet any certification or other requirements that may be adopted in connection therewith. The growth of the Company's business is substantially dependent upon the adoption of such regulations or requirements. From time to time, local, state and federal governmental regulatory agencies and law enforcement agencies have enacted regulations or requirements relating to the performance and operation of equipment used in security-related situations. Court decisions relating to the admissibility of testing results also may have a significant effect on the industry. Although the Company believes that its products function at a state-of-the-art level and are in compliance with current regulations and requirements, changes in existing laws and regulations, as well as promulgation of new laws and regulations applicable to the activities of the Company, may have a material adverse effect on the Company's business, results of operations and financial condition. History of Losses The Company sustained net losses of $2,565,000 and $827,000 for the years ended December 31, 1994 and 1995, respectively, and had an accumulated deficit of $16,003,000 at June 30, 1996. Although the Company generated net income of $564,000 for the first six months of 1996, there can be no assurance that the Company will be able to sustain a profitable level of operation in any future periods. Cash Constraints Historically, the Company has not generated net cash flow from operations and, accordingly, has experienced periodic severe cash shortages due to higher cash requirements needed to fund increased sales. In order to fund its cash flow requirements, the Company has been dependent on the receipt of proceeds from private sales of its securities and the exercise of outstanding options and warrants. See "Dependence on Private Sales of Securities." Dependence on Private Sales of Securities As a result of the Company's history of losses, the Company has not historically generated sufficient cash flow from operations to meet all of the Company's working capital requirements. Accordingly, in order to fund its cash flow requirements, the Company has been dependent on private sales of its securities and the receipt of proceeds from the exercise of outstanding options and warrants. To the extent that it is unable to meet its working capital requirements by generating sufficient cash flow from operations, the Company intends to continue its practice of funding a portion of its working capital requirements through sales of its securities. The sale by the Company of Common Stock, securities convertible into or exchangeable for Common Stock or warrants exercisable for Common Stock, and the exercise of the rights of holders and such convertible securities and warrants, could result in substantial dilution of the investments of holders of the Common Stock offered hereby. Further, additional sales of the Common Stock could trigger a "change in ownership" as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). See "Limitations on the Utilization of Net Operating Losses." If triggered, a "change in ownership" could restrict the Company's ability to utilize its tax loss carryforwards. See "Limitations on the Utilization of Net Operating Losses." There also can be no assurance that investors will continue to fund the Company's cash flow requirements. In the event that the Company is not able to sell securities for proceeds sufficient to meet its cash flow needs, the Company would be required to significantly curtail its operations. Holding Company Structure; Dependence Upon Subsidiaries The Company is a legal entity, separate and distinct from its subsidiaries and does not conduct any significant operations other than the ownership of the stock of such subsidiaries. Accordingly, the Company is substantially dependent upon cash dividends and other fees paid to it by its subsidiaries. The ability of Barringer Research Limited, a subsidiary of the Company ("BRL"), to provide cash to the Company is restricted by the terms of a credit facility (the "Facility") with the Toronto-Dominion Bank (the "Bank"). In addition, because the Company is a holding company and a legal entity separate and distinct from its subsidiaries, the rights of the Company to participate in any distribution of assets of any of its subsidiaries upon its liquidation of assets or reorganization or otherwise (and thus the ability of holders of the Common Stock offered hereby to benefit indirectly from such distribution) would be subject to the prior claims of creditors of that subsidiary except to the extent that the Company itself may be the creditor with recognized claims. Claims on the Company's subsidiaries include the Facility and substantial claims of trade creditors. Dependence on IONSCAN[R] and Market Acceptance The Company's future profitability is substantially dependent on the Company's ability to successfully market the IONSCAN[R]. While the Company believes that currently there are significant markets for its IONSCAN[R] technology, there can be no assurance that such markets exist or will develop or that the Company will be able to capitalize on any such markets that do develop. Dependence on New Product Development; Technological Advancement The Company's success is dependent upon its ability to continue to enhance the IONSCAN[R] and to develop and introduce in a timely manner new IONSCAN[R] products which incorporate technological advances, keep pace with evolving industry standards and respond to customer requirements. There can be no assurance that the Company will be successful in developing and marketing enhancements to the IONSCAN[R] or new IONSCAN[R] products on a timely basis or that any new or enhanced IONSCAN[R] product will adequately address the changing needs or preferences of the marketplace. If the Company is unable to develop and introduce new products or enhancements in a timely manner in response to changing market conditions or customer requirements, the Company's business, results of operations and financial condition would be materially adversely affected. In addition, from time to time, the Company or its present or potential competitors may announce new products, capabilities or technologies that have the potential to replace or shorten the lifecycles of the Company's existing products. Announcements of currently planned or other new products may cause customers to delay their purchasing decisions in anticipation of such products as occurred in late 1994 when the Company introduced the Model 400 IONSCAN[R]. Such delays could have a material adverse affect on the Company's business, results of operations and financial condition. Government Procurement and Other Policies The Company's principal customers are governmental agencies and law enforcement entities that are subject to budgetary processes and expenditure constraints. Budgetary allocations are dependent, in part, upon governmental policies providing funding for drug interdiction and security efforts. A reduction of funding for such efforts could materially and adversely affect the Company's business, results of operations and financial condition. Moreover, although the Company's sales are not seasonal in nature, governmental agencies and certain other of the Company's customers expend unused budgeted funds at the end of their various fiscal years, causing the Company's sales to be higher during such periods. Since the Company recognizes substantially all of the revenue and related expense for a sale upon shipment, and since the recognition of revenue from the sale of relatively few IONSCAN[R]s may substantially impact the Company's profitability during any period, the impact of these budgetary constraints on the delivery date of a relatively few units could significantly affect the Company's quarterly results. Noncompliance Under Credit Facility The Company's subsidiary, BRL is a party to the Facility. During 1995, the amounts outstanding under the Facility exceeded the amount available thereunder and BRL was in violation of certain other covenants contained therein. As a result, on September 28, 1995, the Company entered into an agreement with the Bank which modified the Facility (the "Modified Facility") pursuant to which the Bank agreed that BRL had until September 30, 1995 to come into compliance with the permitted borrowing amount and those covenants. In exchange, the Company agreed to dispose of its interest in Barringer Laboratories, Inc. ("Labco") and to contribute a portion of the proceeds from such sale to BRL. Further, the Company provided the Bank with additional collateral to secure the Bank's advances to BRL. At September 30, 1995, BRL was in compliance with the permitted borrowing amount and the terms of the Modified Facility. However, at December 31, 1995, BRL was not in compliance with the minimum working capital requirement contained in the Modified Facility, and at June 30, 1996, and at certain times prior thereto, BRL's borrowings under the Modified Facility exceeded the amount available thereunder. The Bank, without waiving any other remedies available to it, has charged BRL an interest rate of 21% on the excess of such allowable borrowings in accordance with the default rate in the Modified Facility. At July 31, 1996, BRL, was in compliance with the terms of the Modified Facility. However, there can be no assurances that BRL will continue in compliance with the terms of the Modified Facility in the future. Management believes that if BRL fails to comply with the terms of the Modified Facility, the Bank will continue to provide funding in accordance with past practices, however, the Company cannot predict what actions, if any, the Bank may take or as to the timing thereof. In the event that the Bank ceased to provide funding to BRL, or demanded repayment of the Modified Facility, the Company's business, results of operations and financial condition could be materially and adversely affected thereby. Lack of Proprietary Technology The Company believes that its implementation of ion mobility spectrometry ("IMS") technology in the IONSCAN[R] is proprietary to the Company. Although the Company has a number of patents covering certain aspects of the IONSCAN[R], the basic IMS technology is not proprietary and is available in the public domain. Accordingly, present and potential competitors could use such technology to duplicate the performance of the IONSCAN[R]. However, the Company believes that such competitors could not readily replicate the IONSCAN[R]'s performance and that any attempt to do so would require substantial time and resources. Competition The Company competes with other entities in the trace particle detection industry, a number of which have significantly greater financial, marketing and other resources than the Company. In addition, the Company competes for governmental expenditures, particularly in the explosives detection market, with the manufacturers of other types of detection equipment, including imaging and vapor detection equipment, some of which also have significantly greater financial, marketing and other resources than the Company. While the Company believes that it competes effectively in its principal markets, there can be no assurance that the Company will maintain its competitive position. Limitations on the Utilization of Net Operating Losses At June 30, 1996, the Company had net operating loss carryforwards of approximately $13,500,000, which will expire beginning in the 1996 tax year. The issuance of the Common Stock being offered hereby may, in connection with additional sales of shares of the Common Stock, trigger a "change in ownership" under Code Section 382 with respect to the Company, in which event, the Company may be restricted in its ability to use its net loss carryforwards. See "Dependence on Private Sales of Securities." Nonpayment of Cash Dividends Since its inception, the Company has not paid cash dividends on the Common Stock, and it is unlikely that the Company will pay cash dividends on its Common Stock in the foreseeable future. Dividends are required to be paid on the Company's Class A Convertible Preferred Stock, par value $2.00 per share ("Class A Convertible Preferred Stock"), and Class B Convertible Preferred Stock, par value $2.00 per share ("Class B Convertible Preferred Stock"), at the annual rate of $.16 per share, in cash or in shares of Common Stock, at the option of the Company, valued for such purposes at the average closing price (as reported on The NASDAQ SmallCap Market) of the Common Stock over the twenty (20) trading days immediately prior to the record date set for each dividend payment date. Retention of and Dependence Upon Key Personnel The Company's success will depend, in part, on its ability to retain the services of its key personnel, including management and scientific employees, who are and will continue to be instrumental in the development and management of the Company's business. Although the Company has entered into employment agreements with certain of its senior executives, the loss of the services of one or more of the Company's key employees could have a material adverse affect on the Company. Warranty Claims The Company generally provides a one-year warranty on each IONSCAN[R]. Although the Company has not experienced a significant amount of warranty claims, there can be no assurance that such claims will not increase as the Company's sales increase. A material increase in warranty claims could have a material adverse effect on the Company's business, results of operations and financial condition. Potential Product Liability, Insurance Limits The Company currently maintains product liability insurance in the amount of $5 million per occurrence. The Company's insurance policy covers certain claims and the cost of legal fees involved in the defense of such claims, which are either covered under the policy or alleged in such a manner so as to invoke the insurer's duty to defend the Company. No significant product liability claims have been asserted or, to the knowledge of the Company's management, threatened against the Company to date. The Company believes that, as the Company distributes more products into the marketplace and expands its product lines, the Company's exposure to potential product liability claims and litigation arising from injuries and other damages allegedly caused by the improper functioning or design of the IONSCAN[R] will occur and may increase. There can be no assurance that the Company's current level of insurance will be sufficient to protect the business and assets of the Company from all claims, nor can any assurance be given that the Company will be able to maintain the existing coverage or additional coverage at commercially reasonable rates. To the extent product liability losses are beyond the limits or scope of the Company's insurance coverage, the Company could experience a materially adverse effect on its business, results of operations and financial condition. Currency Fluctuations A portion of the Company's revenues and expenses are denominated in foreign currencies. As a result, the Company is exposed to a certain degree of exchange rate risk. The Company currently does not hedge its foreign exchange exposure. To date, the Company has not experienced any material loss as a result of currency fluctuations. However, there can be no assurance that the Company will not experience material losses in the future as a result of currency fluctuations. Volatility of Stock Price Prior to this offering, there have been significant fluctuations in the trading price of the Common Stock. No assurance can be given that such volatility will not continue. Dilution As of August 26, 1996, the Company had outstanding options, warrants and convertible securities which were exercisable or convertible for an aggregate of 1,409,244 shares of Common Stock. Any exercise or conversion of such securities will, in all likelihood, take place at a time when the market price of the Common Stock is higher than the exercise or conversion prices thereof. As a result, investors in the Common Stock offered hereby may incur substantial dilution of their investments. Certain Charter Provisions The Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), contains provisions which require the favorable vote by the holders of not less than 80% of the outstanding shares of Common Stock for the approval of any merger, consolidation or other combination with, or sale, lease or exchange of all or substantially all of the assets of the Company to, another entity holding more than 10% of the Company's outstanding voting equity securities or any affiliate of such entity. These provisions could discourage potential acquisition proposals, delay or prevent a change in control of the Company and limit the price that certain investors might be willing to pay in the future for shares of the Company's Common Stock. The Board of Directors of the Company is empowered to issue shares of preferred stock without stockholder action. The existence of this "blank check" preferred stock could render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest or otherwise and may adversely affect the prevailing market price of the Common Stock. The Company currently has no plans to issue additional shares of preferred stock. In addition, Section 203 of the Delaware General Corporation Law prohibits certain persons from engaging in business combinations with the Company. THE COMPANY Barringer Technologies Inc. (the "Company") is principally engaged in the design, development, manufacture and sale of analytical instruments used for the high sensitivity detection of trace amounts of plastic and conventional explosives and of illegal narcotics. The Company's principal product, the IONSCAN[R], is a portable desk-top instrument that utilizes a proprietary implementation of ion mobility spectrometry ("IMS") technology to determine the presence or absence of targeted compounds in a sample by heating it and measuring certain characteristics of the ions produced from the resulting vapors. The IONSCAN[R] can detect the presence or absence of a targeted substance in approximately six seconds and can detect substances in amounts smaller than one-billionth of a gram. The Company's customers are primarily governmental, security and law enforcement agencies throughout the world, including the Federal Bureau of Investigation, the Drug Enforcement Agency, the United States, French and Canadian customs services and various airports throughout the world. Because the IONSCAN[R] provides precise analysis of chemical compounds, it is used in lieu of and in conjunction with equipment utilizing imaging detection technologies, such as X-ray, computer aided tomography ("CATSCAN") and nuclear magnetic resonance imaging. As of June 30, 1996, the Company had sold over 300 IONSCAN[R]s, and the Company believes that, in terms of units sold, it is the world's leading supplier of trace particle detection instruments. IONSCAN[R]s generally have been sold for explosive detection applications outside the United States, including at foreign airports, train stations and the Eurotunnel, and for drug interdiction and detection deployment in the United States and elsewhere around the world. For example, the IONSCAN[R] has been used in foreign airports to check baggage for traces of explosives and by the United States Coast Guard to check ships and cargo in U.S. territorial waters for traces of illegal narcotics. The Company believes that the security-related market for the IONSCAN[R] is growing as a result of governmental actions reflecting increased public safety concerns, particularly in the United States, in the wake of an increasing number of terrorist acts around the world. The Company also believes that additional growth will occur in the drug interdiction market as a result of continuing drug interdiction efforts and governmental efforts to reduce drug use. However, no assurance can be given in regard to the growth of either the security-related market or the drug interdiction market. The Company believes that new markets for the IONSCAN[R] can be developed in other areas, such as security screening of individuals and process control and quality assurance in certain industrial applications. In addition, when coupled with certain other existing technologies, such as gas chromatography, the IONSCAN[R] can be adapted to other uses, including environmental, biological and chemical testing. In addition to the IONSCAN[R], the Company manufactures specialty instruments and engages in contract research and development activities for industrial companies and various governmental agencies. For the year ended December 31, 1995, and the six months ended June 30, 1996, approximately 25% and 23% of the Company's consolidated revenues were derived from these other activities. The Company was incorporated under the laws of the State of Delaware on September 7, 1967. The Company's principal executive offices are located at 219 South Street, New Providence, New Jersey 07974, and its telephone number is (908) 665-8200. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Common Stock offered hereby. All net proceeds from the sale of the Common Stock will be paid directly to the Selling Securityholders. The Company will receive varying exercise prices in connection with the exercise of the Warrants. The Company intends to use the net proceeds, if any, from the exercise of any of the Warrants to provide additional funding for product development, including the further development, marketing and production of its IONSCAN[R], for working capital and for other general corporate purposes. The Company would receive approximately $881,000 in the aggregate if all of the Warrants were exercised at their current exercise prices, without adjustment. SELLING SECURITYHOLDERS The 1,178,629 shares of Common Stock registered hereby will be offered from time to time by the Selling Securityholders who are Stanley S. Binder, John H. Davies, Richard S. Rosenfeld, Kenneth S. Wood, Helene Hollub, Adam Street Joint Venture, Richard D. Condon, John J. Harte, John D. Abernathy, James C. McGrath, David Martinak, Ludo Daubner, Herbert Gardner, William Barrett, Pyramid Partners, L.P., Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Labco and the Ontario Development Corporation. The Company has a 26% interest in Labco, a publicly traded company that provides comprehensive laboratory-based analytical and consulting services in the United States and Mexico, including environmental monitoring and geochemical analysis for the hydrocarbon and mineral exploration industries. Prior to December 1995, the Company owned a controlling interest in Labco. In December 1995, the Company sold back to Labco 647,238 shares of Labco's common stock, and gave Labco a right of first refusal regarding the remaining shares of Labco's common stock owned by the Company. Messrs. Abernathy, Condon and McGrath are directors of the Company. Mr. Harte serves the Company as a Director and the Vice President, Special Projects and serves Labco as a Director and the Chairman of the Board of Labco. Mr. Harte also is the General Partner of Adam Street Joint Venture. Mr. Davies is a Director and the Executive Vice President of the Company, and the President and Chief Executive Officer of BRL. Mr. Binder serves the Company as Chairman of the Board, a Director and the Chief Executive Officer. Mr. Binder also is an independent General Partner of Special Situations Fund III, L.P. Mr. Rosenfeld is the Company's Vice President-Finance and Chief Financial Officer, and during the past three years he has served the Company as the Treasurer and Assistant Secretary. Other than as noted above, there are no material relationships between any of the Selling Securityholders and the Company or any of its predecessors or affiliates, nor have such material relationships existed within the past three years. The following table sets forth certain information with respect to the Selling Securityholders. TABLE I - Common Stock Ownership as of August 26, 1996
Common Stock Common Stock Maximum Beneficial Ownership Selling Beneficial Ownership Amount to After Offering if Securityholder Prior to Offering(1)(2) be Sold(2) Maximum is Sold(1)(2) - ---------------------------------- ---------------------------------- ------------------ -------------------------------- Amount Percent Amount Percent ---------------- -------------- ---------------- ----------- Stanley S. Binder 110,386(3) 3.1% 28,636 81,750(19) 2.3% John H. Davies 93,295(4) 2.6 30,454 62,841(20) 1.8 Richard S. Rosenfeld 36,161(5) 1.0 13,636 22,525(21) * Kenneth S. Wood 47,573(6) 1.3 3,636 43,937(22) 1.3 Helene Hollub 15,000(7) * 15,000 -- * Adam Street Joint Venture 15,000(7) * 15,000 -- * Richard D. Condon 20,500(8) * 10,000 10,500(23) * John J. Harte 53,440(9) 1.5 34,090 19,350(24) * John D. Abernathy 22,454(10) * 10,454 12,000(23) * James C. McGrath 20,500(8) * 10,000 10,500(23) * David Martinak 1,090(11) * 1,090 -- * Ludo Daubner 4,363(12) * 4,363 -- * Herbert Gardner 18,180(13) * 18,180 -- * William Barrett 54,545(14) 1.5 54,545 -- * Pyramid Partners, L.P. 90,909(15) 2.5 90,909 -- * Special Situations Fund III, L.P. 698,947(16) 20.0 558,561 -- * Special Situations Cayman Fund, L.P. 267,575(17) 7.2 267,575 -- * Barringer Laboratories Inc. 6,250(18) * 6,250 -- * Ontario Development Corp. 6,250(18) * 6,250 -- *
_______________________ *Less than 1%. (1) Assumes the full exercise or conversion of all outstanding convertible securities, warrants, rights or options for such person or entity. (2) Certain amounts shown are subject to adjustment in certain circumstances. (3) Includes 31,750 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996, 12,500 shares of Common Stock issuable upon exercise of Warrants and 3,636 shares of Common Stock issuable upon conversion of Debentures. (4) Includes 22,063 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996, 12,500 shares of Common Stock issuable upon exercise of Warrants and 5,454 shares of Common Stock issuable upon conversion of Debentures. (5) Includes 22,125 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996, 5,000 shares of Common Stock issuable upon exercise of Warrants and 3,636 shares of Common Stock beneficially owned by Richard Rosenfeld as custodian for Jason Rosenfeld under the Uniform Gifts to Minors Act, and issuable upon conversion of Debentures. (6) Includes 33,938 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996 and 3,636 shares of Common Stock issuable upon conversion of Debentures. (7) Includes 7,500 shares of Common Stock issuable upon exercise of Warrants. Mr. Harte, the General Partner of Adam Street Joint Venture, disclaims any beneficial ownership of these shares. (8) Includes 6,750 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996 and 8,750 shares issuable upon exercise of Warrants. (9) Includes 6,750 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996, 12,500 shares of Common Stock issuable upon exercise of Warrants and 9,090 shares of Common Stock issuable upon conversion of Debentures. (10) Includes 6,750 shares of Common Stock issuable upon exercise of options exercisable within 60 days of August 26, 1996, 6,250 shares of Common Stock issuable upon exercise of Warrants and 5,454 shares of Common Stock issuable upon conversion of Debentures. (11) Includes 1,090 shares of Common Stock issuable upon conversion of Debentures. (12) Includes 4,363 shares of Common Stock issuable upon conversion of Debentures. (13) Includes 9,090 shares of Common Stock beneficially owned by Herbert Gardner, IRA, issuable upon conversion of Debentures and 9,090 shares of Common Stock beneficially owned by Herbert Gardner, Keogh, issuable upon conversion of Debentures. (14) Includes 54,545 shares of Common Stock issuable upon conversion of Debentures. (15) Includes 90,909 shares of Common Stock issuable upon conversion of Debentures. (16) Includes 256,667 shares of Common Stock issuable upon exercise of Warrants and 72,727 shares of Common Stock issuable upon conversion of Debentures. Stanley S. Binder, an independent General Partner of Special Situations Fund III, L.P., disclaims beneficial ownership of all shares held by Special Situations Fund III, L.P. (17) Includes 93,333 shares of Common Stock issuable upon exercise of Warrants and 90,909 shares of Common Stock issuable upon conversion of Debentures. (18) Includes 6,250 shares of Common Stock issuable upon exercise of Warrants. (19) Includes 31,750 shares of Common Stock issuable upon exercise of options. (20) Includes 22,063 shares of Common Stock issuable upon exercise of options. (21) Includes 22,125 shares of Common Stock issuable upon exercise of options. (22) Includes 33,938 shares of Common Stock issuable upon exercise of options. (23) Includes 3,750 shares of Common Stock issuable upon exercise of warrants and 6,750 shares of Common Stock issuable upon exercise of options. (24) Includes 6,750 shares of Common Stock issuable upon exercise of options. PLAN OF DISTRIBUTION The distribution of the Common Stock by the Selling Securityholders, or by the Selling Securityholders' pledgees, donees, transferees or other successors in interest, may be effected from time to time in one or more transactions on The NASDAQ SmallCap Market, in special offerings, exchange distributions and/or secondary distributions pursuant to and in accordance with the applicable rules of the National Association of Securities Dealers, Inc. ("NASD"), in the over-the-counter market, in negotiated transactions (including, without limitation, privately negotiated transactions), through the writing of options on the Common Stock, or through the issuance of other securities convertible into shares of the Common Stock (whether such options or other securities are listed on an options or securities exchange or otherwise), or a combination of such methods of distribution, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Any or all of the Common Stock may be sold from time to time to purchasers directly by a Selling Securityholder. Sales of Common Stock also may be made pursuant to Rules 144, 144A or 904 of the Securities Act, provided that the requirements of such rules, including, without limitation, any applicable holding periods and manner of sale requirements, are met. Alternatively, a Selling Securityholder may from time to time offer any or all of the Common Stock through underwriters, dealers, brokers or agents, including in transactions in which any such underwriters, dealers, brokers or agents solicit purchasers, in block transactions or in transactions in which any such underwriters, dealers, brokers, or agents will attempt to sell such shares of Common Stock as an agent but may resell such shares of Common Stock as a principal pursuant to this Prospectus. Any underwriters, dealers, brokers or agents participating in the distribution of the Common Stock offered hereby may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a Selling Securityholder and/or purchasers of Common Stock for whom they may act as agents (which compensation may be in excess of customary commissions). In addition, a Selling Securityholder and any such underwriters, dealers, brokers or agents that participate in the distribution of Common Stock may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act and any commissions received by them and any profit on the resale of shares of the Common Stock may be deemed to be underwriting compensation. Additionally, the Selling Securityholders may pledge shares of the Common Stock, and in such event agents or dealers may acquire the shares of the Common Stock or interests therein, and may, from time to time, effect distribution of shares of the Common Stock or interests in such capacity. At the time any underwritten or coordinated distribution of the Common Stock is made, to the extent required, a supplement to this prospectus will be distributed which will set forth the aggregate number of shares of Common Stock being offered and the terms of the offering, including the name or names of any participating Selling Securityholders, underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from the Selling Securityholders and any discounts, commissions or concessions allowed or reallowed or paid to dealers. In order to comply with the securities laws of certain states, if applicable, the Common Stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Common Stock may not be sold unless registered or qualified for sale in such state or unless an exemption from registration or qualification is available and such sale is made in compliance with such exemption. SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION Article Tenth of the Company's Certificate of Incorporation and Section 10 of the Company's by-laws, as amended, provide that the Company shall, to the fullest extent permitted by law, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the Company or is serving any other incorporated or unincorporated enterprise in any of such capacities at the request of the Company. Such provisions may provide indemnification to the officers, directors or controlling persons of the Company for liability under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. LEGAL MATTERS Certain matters with respect to the validity and legality of the Common Stock offered hereby have been passed upon for the Company by Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A., Roseland, New Jersey. EXPERTS The financial statements and schedule of the Company included in the 1995 Form 10-K and incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by BDO Seidman, LLP, independent certified public accountants, to the extent and for the periods set forth in their report incorporated herein by reference and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. No dealer, salesman or any other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by the Company. Neither the 1,178,629 Shares delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a BARRINGER solicitation of an offer to buy such securities in any TECHNOLOGIES circumstances in which such offer or solicitation is INC. unlawful. Common Stock ______________ PROSPECTUS ______________ _____________________ TABLE OF CONTENTS Page September 26, 1996 Available Information.............2 Documents Incorporated by Reference....................2 Forward-Looking Statements........3 Risk Factors......................4 The Company.......................9 Use of Proceeds...................10 Selling Securityholders...........10 Plan of Distribution..............13 Securities and Exchange ComMission's Position on Indemnification.....13 Legal Matters.....................14 Experts .........................14 PART II Information Not Required in Prospectus Item 14. Other Expenses of Issuance and Distribution The following table lists the expenses which will be incurred in connection with the issuance and distribution of the Common Stock being registered. Expense Registration Fee $ 3,425.00 Accounting Fees and Expenses 4,500.00 Legal Fees and Expenses 16,500.00 Blue Sky Fees and Expenses 10,000.00 Printing and Engraving 100.00 Miscellaneous 500.00 _________ TOTAL $35,025.00 All of the above amounts, other than the registration fee, are estimates only. All of the above expenses will be paid by the Company. Item 15. Indemnification of Directors and Officers Article Tenth of the Company's Certificate of Incorporation, as amended ("Certificate of Incorporation") and Section 10 of the Company's by-laws, as amended ("By-laws"), provide that the Company shall, to the fullest extent permitted by law, indemnify each person (including the heirs, executors, administrators and other personal representatives of such person) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was a director or officer of the Company or is serving any other incorporated or unincorporated enterprise in any of such capacities at the request of the Company. Section 145 of the General Corporation Law of the State of Delaware permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been judged liable to the corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Article Tenth of the Certificate of Incorporation also contains a provision limiting the personal liability of directors to the fullest extent permitted or authorized by the GCL or other applicable law. Under the GCL, such provision would not limit liability of a director for (i) breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases or redemptions of stock other than from lawfully available funds, or (iv) any transactions from which the director derives an improper benefit. Item 16. Exhibits The following exhibits are filed as part of this Registration Statement: 4.1* Certificate of Incorporation of the Company, as amended. 4.2** By-laws of the Company. 5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.(included in Exhibit 5.1) 24.1*** Power of Attorney (included on signature page). _________________ * Incorporated by reference to Exhibit 3.1A to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-3207. ** Incorporated by reference to Exhibit 3.2A to the Company's Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994, File No. 0-3207. *** Previously filed. Item 17. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement provided, however, that paragraphs 1(i) and 1(ii) do not apply if the registration statement is on Form S-3 or S-8 and the information required to be included in a post- effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act; and (iii) Include any additional or changed material information with respect to the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Providence, State of New Jersey, on September 26, 1996. BARRINGER TECHNOLOGIES INC. By: /s/Stanley S. Binder ________________________ Stanley S. Binder, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to its registration statement has been signed by the following persons in the capacities indicated below on September 26, 1996. Signature Title /s/ Stanley S. Binder President, Chief Executive Officer ___________________________________ (Principal Executive Officer) and Director Stanley S. Binder * ___________________________________ John D. Abernathy Director ___________________________________ Richard D. Condon Director * ___________________________________ John H. Davies Director * ___________________________________ John J. Harte Director ___________________________________ James C. McGrath Director /s/ Richard S. Rosenfeld Vice President-Finance, Chief Financial ___________________________________ Officer and Treasurer (Principal Accounting Richard S. Rosenfeld and Principal Financial Officer) *By:/s/ Richard S, Rosenfeld _________________________ Richard S. Rosenfeld (Attorney-in-Fact)
INDEX TO EXHIBITS Exhibit No. Description Page No. 4.1* Certificate of Incorporation of the Company, as amended. 4.2** By-laws of the Company. 5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A. (included in Exhibit 5.1) 24.1*** Power of Attorney (included on signature page).
_________________ * Incorporated by reference to Exhibit 3.1A to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, File No. 0-3207. ** Incorporated by reference to Exhibit 3.2A to the Company's Annual Report on Form 10-K/A-2 for the fiscal year ended December 31, 1994, File No. 0-3207. *** Previously filed. EX-5 2 OPINION LETTER Exhibit 5.1 September 26, 1996 Barringer Technologies Inc. 219 South Street New Providence, New Jersey 07974 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (i) 382,500 shares (the "Issued Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of Barringer Technologies Inc. (the "Company"), (ii) 432,500 shares of Common Stock issuable upon the exercise of certain Warrants issued by the Company (the "Warrants") (together with such indeterminate number of additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Warrants, the "Warrant Shares"), and (iii) 363,629 shares of Common Stock issuable upon the conversion of the Company's 6% Subordinated Convertible Debentures due 1997 (the "Debentures") (together with such indeterminate number of additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Debentures, the "Debenture Shares"), we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Upon the basis of the foregoing, we advise you that, in our opinion (i) the Issued Shares are duly authorized, validly issued, fully paid and non-assessable, (ii) when the Warrant Shares have been duly issued by the Company upon the due exercise of the Warrants so that the number of shares of Common Stock then outstanding does not exceed the number of shares of Common Stock then authorized, and the Company has received payment in full of the exercise price therefor, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable, and (iii) when the Debenture Shares have been duly issued by the Company upon the due conversion of the Debentures so that the number of shares of Common Stock then outstanding does not exceed the number of shares of Common Stock then authorized, the Debenture Shares will be duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Lowenstein, Sandler, Kohl, Fisher & Boylan EX-23 3 AUDITORS CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Barringer Technologies, Inc. New Providence, New Jersey We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 27, 1996, relating to the consolidated financial statements and schedule of Barringer Technologies Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the caption "Experts" in the Prospectus. /S/ BDO Seidman, LLP BDO Seidman, LLP Woodbridge, New Jersey September 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----