-----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, NabfpugHjOh/V/vi+3Yfl6VWSUFSVG8LwBaCi2wU4d+q7mW4MGo16qacWr/EtkWE sa3Eos06adGpClPZEK3BGQ== 0000905718-96-000269.txt : 19961016 0000905718-96-000269.hdr.sgml : 19961016 ACCESSION NUMBER: 0000905718-96-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961007 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961015 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03207 FILM NUMBER: 96643316 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 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 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 or organization) 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 Item 5. Other Events. On October 7, 1996, Barringer Technologies Inc. (the "Company") and Barringer Laboratories, Inc. ("Labco") entered into a Termination Agreement (the "Agreement"), pursuant to which, among other things, Labco agreed to waive its right of first refusal and to terminate certain restrictions regarding the transfer of 437,475 shares of Labco common stock owned by the Company (the "Shares"). The Company had agreed to such restrictions in connection with the Company's sale to Labco of 647,238 shares of Labco's common stock owned by it in December 1995. The Company agreed in the Agreement that, for a period of three months from the date of the Agreement, it would sell the Shares at a price of at least $1.6875 per share (the "Target Price") in a distribution in which it would not knowingly sell more than 75,000 shares to any one purchaser or group of related purchasers. Under the Agreement, for such three-month period, the Company must sell the Shares as provided above, if it receives an offer to acquire the Shares at a price per share at least equal to the Target Price. The restrictions also apply to any shares of Labco common stock issuable to the Company upon the exercise of certain warrants held by the Company. Labco has registered the Shares for resale pursuant to the Securities Act of 1933, as amended, to facilitate such sales. In the Agreement, the Company agreed to surrender to Labco 88,260 shares of Labco common stock owned by the Company which Labco had the right to retain, in certain circumstances, in connection with the 1995 sale and to terminate all remaining inter-company arrangements between the Company and Labco. In addition, upon the disposition by the Company of at least 250,000 of the Shares, Stanley S. Binder, a Director of Labco, and John J. Harte, the Chairman of the Board of Labco, will resign their respective positions with Labco. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 28.1 Termination Agreement, dated October 7, 1996, by and between Barringer Laboratories, Inc. and Barringer Technologies Inc. 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, thereunto duly authorized. BARRINGER TECHNOLOGIES INC. By:/s/Stanley S. Binder ________________________________ Stanley S. Binder, President and Chief Executive Officer Dated: October 10, 1996 EXHIBIT INDEX Exhibit Page No. 28.1 Termination Agreement, dated October 7, 1996, by and between Barringer Laboratories, Inc. and Barringer Technologies Inc.* * Incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form SB-2, File No. 333-13703. -----END PRIVACY-ENHANCED MESSAGE-----