-----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, JCrOVBkA42rEnj2ALvhrInaLHYFuC/+5BOGc98eug8wHYQc5GE8RGdvbmG/F1fu5 p7CP0vCtDqDVZpKlMQDoNw== 0000905718-98-000353.txt : 19980903 0000905718-98-000353.hdr.sgml : 19980903 ACCESSION NUMBER: 0000905718-98-000353 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980902 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-A12G SEC ACT: SEC FILE NUMBER: 000-03207 FILM NUMBER: 98703172 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-A12G 1 8-A12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------------- Barringer Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 84-0720473 (State of incorporation or organization) (IRS Employer Identification No.) 219 South Street, Murray Hill, New Jersey 07974 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities to be registered pursuant to Section 12(g) of the Act: Stock Purchase Rights Item 1. Description of Registrant's Securities to be Registered. On August 26, 1998, the Board of Directors of Barringer Technologies, Inc., a Delaware corporation (the "Company"), declared a dividend payable on September 9, 1998 of one right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company held of record at the close of business on September 8, 1998, or issued thereafter and prior to the Separation Time (as defined in the Rights Agreement referred to below) and thereafter pursuant to options and convertible securities outstanding at the Separation Time. The Rights will be issued pursuant to a Stockholder Protection Rights Agreement, dated as of August 26, 1998 (the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, as Rights Agent. The description of the Rights contained in the Company's Current Report on Form 8-K dated August 26, 1998 is hereby incorporated by reference herein. The Rights Agreement (which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of the Participating Preferred Stock) is attached hereto as an exhibit and is hereby incorporated herein by reference. The description of the Rights incorporated by reference to the Company's Current Report on Form 8-K, dated August 26, 1998, is qualified in its entirety by reference to the Rights Agreement and such exhibits thereto. Item 2. Exhibits. Exhibit No. Description 1. Rights Agreement. 2. Forms of Rights Certificate and of Election to Exercise, included in Exhibit A to the Rights Agreement. 3. Form of Certificate of Designation and Terms of Participating Preferred Stock, included in Exhibit B to the Rights Agreement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. BARRINGER TECHNOLOGIES INC. By: /s/ Stanley S. Binder Name: Stanley S. Binder Title: Chairman of the Board and Chief Executive Officer Date: September 2, 1998 EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page 1. Stockholder Protection Rights Agreement, dated as of August 26, 1998 (the "Rights Agreement"), between Barringer Technologies, Inc. and American Stock Transfer & Trust Company, as Rights Agent (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, dated August 26, 1998, and incorporated herein by reference). 2. Forms of Rights Certificate and of Election to Exercise, included in Exhibit A to the Rights Agreement. 3. Form of Certificate of Designation and Terms of Participating Preferred Stock of the Company, included in Exhibit B to the Rights Agreement. -----END PRIVACY-ENHANCED MESSAGE-----