Printer Friendly
The Free Library
4,547,712 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Barringer Technologies Inc. Adopts a Stockholder Protection Rights Plan.


MURRAY HILL Murray Hill may refer to one of the following places:
  • Murray Hill, Kentucky
  • Murray Hill, Manhattan, a residential neighborhood in New York City
  • Murray Hill, Queens, a different locality in New York City
  • Murray Hill, New Jersey
  • Murray Hill, Pennsylvania
, N.J.--(BUSINESS WIRE)--Aug. 26, 1998--Barringer Technologies Inc., (Nasdaq:BARR BARR Board on Agriculture and Renewable Resources (Washington, DC, USA)
BARR Bureau of Aeronautics Resident Representative
, BARRW), announced today that its Board of Directors has adopted a Stockholder Protection Rights Plan ("Plan"). Pursuant to the Plan, one Right will be distributed as a dividend on each outstanding share of Barringer Common Stock. The dividend will be paid on September 9, 1998 to stockholders of record on September 8, 1998.

The Rights are not being distributed in response to any effort to acquire control of the Company and the Board of Directors is not aware of any such effort. Rather, it was adopted to assure that all Barringer stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, squeeze-outs, open market accumulations and other tactics intended to gain control of Barringer without paying all stockholders a fair control premium.

The Rights will be exercisable only if a person or a group has acquired 15% or more of Barringer's Common Stock or commences a tender offer that will result in such person or group owning 15% or more of Barringer's Common Stock, and, until that time, the Rights will be evidenced by the Common Stock certificates, will automatically trade with the Common Stock, and will not be exercisable. Thereafter, separate Rights certificates will be distributed and each Right will entitle en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 its holder to purchase Participating Preferred Stock Participating Preferred Stock

A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate.
 having economic and voting terms equivalent to one share of Common Stock for an exercise price of $32.50.

Among its other provisions, the Plan provides that if a person or group acquires 15% or more of Barringer's outstanding Common Stock (an "Acquiring Person"), each Right (other than Rights beneficially owned by any Acquiring Person or transferees thereof, which Rights become void) will entitle its holder (other than such person or members of such group) to purchase, at the Right's then-current exercise price, a number of shares of Barringer's Common Stock (or Participating Preferred Stock) having a market value of twice such price. The Rights may be redeemed re·deem  
tr.v. re·deemed, re·deem·ing, re·deems
1. To recover ownership of by paying a specified sum.

2. To pay off (a promissory note, for example).

3.
 by the Board of Directors for $0.01 per Right prior to the occurrence of such event.

Additionally, if after an Acquiring Person controls Barringer's Board of Directors, Barringer is involved in certain business combinations or sells more than 50% of its assets or earning power Earning power

Earnings before interest and taxes (EBIT) divided by total assets.


earning power

1. The earnings that an asset could produce under optimal conditions. For example, AT&T may currently be earning $2.
 (or has entered an agreement to do any of the foregoing), each Right will entitle its holder to purchase, at

the Right's then-current exercise price, a number of shares of common stock of the Acquiring Person having a market value of twice such price.

If any person or group acquires between 15% and 50% of Barringer's Common Stock, Barringer's Board of Directors may, at its option, exchange one share of Barringer Common Stock (or one one-hundredth of a share of Participating Preferred Stock) for each Right.

A letter to stockholders regarding the Rights Agreement and a summary of certain terms of the Rights Agreement will be mailed to stockholders.

In connection with the adoption of the Rights Agreement, the Board of Directors of Barringer also amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 certain provisions of Barringer's Amended and Restated By-laws BY-LAWS. Rules and ordinances made by a corporation for its own government.
     2. The power to make by-laws is usually conferred by express terms of the charter creating the corporation, though, when not expressly granted, it is given by implication, and it is
. Among other things, special meetings of Barringer stockholders now may only be called by the Chairman of the Board, the Chief Executive Officer or by a majority of the Board of Directors, and stockholders will be required to provide advance notice of any proposals or director nominations to be made at annual and special meetings of stockholders.

Headquartered in Murray Hill, New Jersey
For other places with the same name, see Murray Hill.
Murray Hill is an unincorporated area within portions of both Berkeley Heights and New Providence, located in Union County in north-central New Jersey.
, Barringer Technologies Inc. is principally engaged in developing, manufacturing, and marketing of high technology products for drug and explosive detection Explosive detection is a non-destructive inspection process to determine whether a container contains explosive material. Explosive detection is commonly used at airports, ports and for border control.  and other security and industrial applications. The IONSCAN(R) is the Company's proprietary trace particle particle /par·ti·cle/ (pahr´ti-k'l) a tiny mass of material.

Dane particle  an intact hepatitis B viral particle.
 drug and explosive detection unit.

    CONTACT:  Barringer Technologies Inc., Murray Hill
               Stanley Binder, Chairman and CEO
               Richard S. Rosenfeld, CFO
               (908) 665-8200
                              or
               Morgen-Walke Associates, Inc., New York
               Cheryl Schneider/Tessa Lavender
               Press: Michael McMullan
               (212) 850-5600


COPYRIGHT 1998 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1998, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Article Type:Article
Geographic Code:1USA
Date:Aug 26, 1998
Words:658
Previous Article:John Weber Resigns as President of Vickers.
Next Article:Expert Software Helps Kids And Parents Start The School Year Off Right; Quality Entertainment And Educational Software For Kids Available At...
Topics:



Related Articles
Barringer Laboratories purchases 647,238 shares of its stock from Barringer Technologies.
Barringer Technologies stockholders approve increase in authorized common stock.
Barringer Technologies Inc. Announces Second Quarter 1998 Results.
Barringer Laboratories Acquires Shasta Geochem.
Barringer Laboratories, Inc. Shareholders Vote To Increase Number of Authorized Shares of Common Stock.
Barringer Hires New Chief Financial Officer.
Barringer Laboratories Announces Appointment of New Technical Director.
Barringer Technologies Inc. Announces Definitive Merger Agreement.
Barringer Technologies Inc. Announces Clearance of Regulatory Hurdles for Its Pending Acquisition by Smiths Industries.
SANTA CLARITA MOTHER, CHILDREN TAKE STAND FOR SIDEWALKS, SAFETY : U.S. LOAN NEEDED TO SPEED PROGRAM.(NEWS)

Terms of use | Copyright © 2008 Farlex, Inc. | Feedback | For webmasters | Submit articles