UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MARLTON TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
879517 10 0
(CUSIP Number)
Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
One Logan Square
Philadelphia, PA 19103-6993
215-963-5224
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 7, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 <PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley D. Ginsburg
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 SOURCE OF FUNDS*
PF, 00
______________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 287,602 shares
SHARES
BENEFICIALLY __________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON __________________________________________________
WITH 9 SOLE DISPOSITIVE POWER
287,602 shares
___________________________________________________
10 SHARED DISPOSITIVE POWER
0
______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,602 shares
______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
______________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 <PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ira Ingerman
______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
______________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________
4 SOURCE OF FUNDS*
PF, 00
______________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 287,602 shares
SHARES
BENEFICIALLY __________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON __________________________________________________
WITH 9 SOLE DISPOSITIVE POWER
287,602 shares
___________________________________________________
10 SHARED DISPOSITIVE POWER
0
______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,602 shares
______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
______________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3 <PAGE>
<PAGE>
Reference is made to Schedule 13D previously filed
under date of June 15, 1992 by Stanley D. Ginsburg and Ira
Ingerman (collectively, the "Filing Persons"). The Filing
Persons hereby amend the Schedule 13D as follows:
Item 1. Security and Issuer.
This statement relates to the common stock, $.10 par value,
(the "Common Stock") of Marlton Technologies, Inc. (the
"Company"). The principal executive office of the Company is
located at Suite 101, 2828 Charter Road, Philadelphia, PA 19004.
Item 2. Identity and Background.
(a) This statement is being filed by Stanley D. Ginsburg
and Ira Ingerman (the "Filing Persons").
(b) Mr. Ginsburg's address is Sutton Terrace, Apartment
1016, 50 Belmont Avenue, Bala Cynwyd, PA 19004. Mr. Ingerman's
address is 1320 Centennial Road, Narberth, PA 19072.
(c) The principal occupation of the Filing Persons is,
either directly or indirectly through entities owned by them,
real estate investment and investment in operating companies.
(d) Neither Filing Person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) During the last five years, neither Filing Person was a
party to a civil proceeding of a judicial or administrative body
as a result of which proceeding such Filing Person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject, to
federal or state securities laws or finding any violations with
respect to such laws.
(f) Each of the Filing Persons is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described in Item 6, 37,500 shares of Common
Stock were issued to each of the Filing Persons upon conversion
of the first principal installment of the Marlton Note (as
defined below), 112,235 shares of Common Stock was obtained by
each of the Filing Persons on the exchange of the Marlton Note
pursuant to the Marlton Note Exchange Agreement (as defined
below) and 72,867 shares are issuable upon conversion of the
Earn-Out Notes (as defined below), which were issued in respect
of the Operations Earn-Out (as defined below). The Marlton Note
and the right to receive the Operations Earn-Out was obtained in
exchange for shares of capital stock of Arrow Exhibits, Inc. held
by the Filing Persons. The other shares of Common Stock held by
the Filing Persons were acquired by use of their own funds.
4 <PAGE>
<PAGE>
Item 4. Purpose of Transaction.
The Filing Persons are holding Company securities for
investment. The Filing Persons do not have any plan or proposal
which relates to or would result in:
(i) the acquisition by any person of additional
securities of the Company, or the disposition of securities of
the Company;
(ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(iii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(iv) any change in the present Board of Directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(v) any material change in the present
capitalization or dividend policy of the Company;
(vi) any other material change in the Company's
business or corporate structure;
(vii) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(viii) causing a class of securities of the Company to
be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(ix) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(x) any action similar to any of those mentioned
above.
Item 5. Interest in Securities of the Issuer.
Each of the Filing Persons beneficially owns 214,735 shares
of Common Stock of the Company, as a result of their conversion
of the first installment of principal under the Marlton Note into
Common Stock and shares received under the Marlton Note Exchange
Agreement. See Item 6. In addition, shares beneficially owned
by each Filing Person include 65,000 shares that constitute the
Filing Person's portion of 130,000 shares formerly held and
5 <PAGE>
<PAGE>
distributed to the Filing Person by Ingerman Ginsburg
Partnership, a general partnership of which the Filing Persons
are the general partners. Each of the Filing Persons are also
deemed to be the owners of 72,867 shares issuable upon conversion
of the Earn-Out Notes. See Item 6.
By virtue of the holdings described above, each of the
Filing Persons beneficially owns 287,602 shares (approximately
6.4% of the outstanding Common Stock of the Company, assuming
conversion of the Filing Person's Earn-Out Note). Each Filing
Person has sole voting and investment power with respect to the
shares that he holds.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to an Asset Purchase Agreement dated February 23,
1990, and amended on June 29, 1990 (as amended, the "Asset
Purchase Agreement"), by and among Sparks Exhibits Corporation
("Sparks"), a Pennsylvania limited partnership, the Filing
Persons, two other individuals, the Company and Sparks Exhibits
Holding Corporation, a wholly-owned subsidiary of the Company
("Sub"), Arrow Exhibits, Inc. ("Arrow"), a Pennsylvania
corporation and sole general partner of Sparks, acquired the sole
limited partnership interest in, and liquidated, Sparks.
Thereafter, Sub purchased Arrow from its shareholders, including
the Filing Persons; each Filing Person owned 30 percent of the
outstanding capital stock of Arrow. As a result, Sub acquired
the assets, properties and business, subject to certain
liabilities, of Sparks. The individual shareholders of Arrow,
including the Filing Persons, agreed to assume liabilities of
Sparks and Arrow not agreed to be assumed by Sub pursuant to the
Asset Purchase Agreement.
In return for their Arrow shares, each of the Filing Persons
received (i) $540,000 in cash, (ii) a convertible secured
subordinated note of the Company in the principal amount of
$300,000 (each a "Marlton Note"), (iii) the assignment of
$247,500 principal amount of a subordinated note (the "TCOS
Note") issued to the Company in 1987 by Teleservices C O Systems,
Inc. ("TCOS"), payment of which amount was guaranteed by the
Company, and (iv) certain contingent payments, as more fully
described below.
The Marlton Note held by each of the Filing Persons bore
interest at the rate of nine percent per annum, payable
quarterly, and provided for payment of principal as follows:
$75,000 on August 7, 1992; $60,000 on August 7, 1993; $75,000 on
August 7, 1994 and $90,000 on August 7, 1995. Each Filing Person
was entitled, at his option, at any time during the period from
August 7, 1992 through August 7, 1995 to convert the outstanding
principal amount of his Marlton Note into shares of Company
Common Stock at a conversion price of $2.00 per share (subject to
6 <PAGE>
<PAGE>
adjustment in the event of a stock dividend, stock split, reverse
stock split, recapitalization, reclassification or otherwise).
In August 1992, each Filing Person converted the first
principal installment under his Marlton Note into 37,500 shares
of Company Common Stock. On August 25, 1993, the Filing Persons
agreed to surrender their respective Marlton Notes, each of which
then had a remaining aggregate principal amount of $225,000, in
exchange for the issuance to each of the Filing Persons of
112,235 shares of Common Stock and $56,471 (the "Marlton Note
Exchange Agreement").
In addition, the Asset Purchase Agreement gave the Filing
Persons and other former Arrow stockholders the option (which
they exercised effective April 1, 1991) to require the Company to
repurchase a portion of principal amount of the TCOS Note
($51,000 in the case of each of the Filing Persons). In
connection with the exercise of the option, and pursuant to the
Asset Purchase Agreement, the Company also agreed to pay the
Filing Persons all interest, as earned, on each of their $51,000
portions of their TCOS Note from the date the Company reacquired
those portions until the outstanding principal is paid. In
January 1993, the Company made a cash payment to the Filing
Persons in satisfaction of all remaining obligations due to them
under the TCOS Note.
The Asset Purchase Agreement also provided that the Company
would make additional payments to each of the Filing Persons (the
"Contingent Earn-Out") of up to $45,000 (not to exceed $225,000
in the aggregate) on each of August 7, 1992, 1993, 1994 and 1995
based on the Pre-Tax Earnings (as defined in the Asset Purchase
Agreement) of Sub in the relevant preceding calendar year or, in
the case of the August 7, 1992 payment, the two preceding
calendar years. Based on the Pre-Tax Earnings of Sub during the
relevant period, the Aggregate Contingent Earn-Out that each
Filing Person was entitled to receive was $172,414. In
connection with the Marlton Note Exchange Agreement, each of the
Filing Persons agreed to extend payment of accrued Contingent
Earn-Out amounts of $115,983 due to them on August 7, 1993 for up
to a two year period, subject to earlier repayment upon 90 days
advance written notice by a Filing Person. The Company paid the
extended obligations when due.
The Asset Purchase Agreement provided that at any time
during the period commencing on October 3, 1991 and ending on
August 7, 1995, each Filing Person could elect to receive the
Contingent Earn-Out (up to $150,000 in the aggregate) in Common
Stock rather than cash subject to certain conditions. Upon
making such an election, each Filing Person would have been
entitled to one share of Common Stock (an "Earn-Out Share") for
every $2.00 to which he was entitled. None of the conversion
rights with respect to the Contingent Earn-Out were exercised by
the Filing Persons.
7 <PAGE>
<PAGE>
Under the Asset Purchase Agreement, Sub agreed that, in
addition to the Contingent Earn-Out summarized above, on August
7, 1995, it would pay each Filing Person an amount (the
"Operations Earn-Out") equal to six percent of the product
obtained by multiplying 5.47 (the pre-tax acquisition price-
earnings multiple) by the amount by which the average of the
annual Pre-Tax Earnings of Sub for the Earn-Out Period exceeds
$662,500. On August 7, 1995, the Company determined that the
Operations Earn-Out payable to each Filing Person was
$100,192. The Company and the Filing Persons agreed (the
"Operations Earn-Out Extension Agreement") to extend payment of
this amount, for up to a two year period, to be evidenced by
promissory notes, bearing interest at eight percent per annum
payable quarterly (the "Earn-Out Notes"). The Earn-Out Notes are
convertible into shares of Company Common Stock at a conversion
price of $1.375 per share.
Under the Asset Purchase Agreement, Sub agreed to a variety
of covenants respecting the operation of the Sparks business
after the purchase of Arrow by Sub and prior to August 7, 1995.
Such covenants restricted the Company's ability to utilize
earnings for distributions or certain other uses; enter into bank
indebtedness; enter into any agreement with respect to the
merger, sale or consolidation of Sub with any person or persons;
or make certain other payments. In addition, the Company agreed
that prior to August 7, 1995 it would not enter into certain
types of acquisition agreements without approval of a committee
composed of Mr. Ginsburg, Michael Tomkin, President of Sub, and
Robert Ginsburg, President of the Company (the "Management
Committee"); Robert Ginsburg is Mr. Ginsburg's son) or materially
alter the structure or responsibilities of the Management
Committee except as may be required by applicable law.
The Asset Purchase Agreement provides the Filing Persons
(and permitted subsequent holders of their respective securities
meeting minimum shareholder requirements) with certain rights to
require the registration on demand, at the Company's expense,
under the Securities Act of 1933, of shares issuable upon
conversion of the Marlton Note or Earn-Out Shares held by such
individuals under certain circumstances, and with the right to
participate, in preference to other shareholders of the Company
requesting registration, in other registered offerings of
securities initiated by the Company.
The foregoing is a summary of the terms of the Asset
Purchase Agreement, the Marlton Note, the Marlton Note Exchange
Agreement and the Operations Earn-Out Extension Agreement and is
qualified in all respects by reference to such documents, which
were previously filed as exhibits to this Schedule or are filed
herewith. In addition, more detailed information regarding
certain of the transactions described herein was provided by the
Company to its shareholders in a Proxy Statement dated May 18,
8 <PAGE>
<PAGE>
1990, and a Supplement to the Proxy Statement dated July 6, 1990.
In the original Schedule 13D filing, the Filing Persons
stated that they may be deemed to be a "group" for purposes of
Section 13(d) under the Securities Exchange Act of 1934. In
light of the distribution of Company Common Stock held by
Ingerman Ginsburg Partnership to the Filing Persons and the
independent discretion that each Filing Person now maintains with
respect to his holdings of Company Stock, the Filing Persons
disclaim that they are a "group," for purposes of Section 13(d)
under the Securities Exchange Act of 1934.
Item 7. Material to be Filed as Exhibits.
Exhibit 6 - Marlton Note Exchange Agreement
Exhibit 7 - Operations Earn-Out Extension Agreement
9 <PAGE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Stanley D. Ginsburg
Stanley D. Ginsburg
Date: September 20, 1996
10 <PAGE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Ira Ingerman
Ira Ingerman
Date: September 19, 1996
11 <PAGE>
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EXHIBIT 6
MARLTON TECHNOLOGIES, INC.
August 25, 1993
Mr. Donald Sparks Mr. Stanley Ginsburg Mr. Ira Ingerman
109 S. Princeton Ave #1016 Sutton Terrace 1300 Centennial
Wenonah, NJ 08090 Bala Cynwyd, PA 19004 Narberth, PA 19022
Gentlemen:
In connection with the August 1990 acquisition of Sparks Exhibits
Corporation from you (the "Sellers"), Marlton issued to the Sellers
$1,000,000 of Marlton convertible notes. Marlton and the Sellers have
agreed to the surrender of these notes in the remaining aggregate
principal amount of $637,500, in exchange for the issuance to the
Sellers of an aggregate of 318,000 shares of Marlton common stock and
an aggregate cash payment of $160,000. In addition, the Sellers have
agreed to extend payment of $328,618 of accrued contingent payments
due to them on August 7, 1993 for up to a two year period, to be
evidenced by promissory notes payable by Marlton within 90 days after
demand by any Seller or with 90 days advance written notice of
prepayment by Marlton.
The Sellers respective portions of the surrendered notes, shares
received, cash received and accrued contingent payments are asfollows:
<TABLE>
<CAPTION>
Principal
Amount Accrued
of Notes Shares Cash Contingent
Surrendered Received Received Payments
<S> <C> <C> <C> <C>
D. Sparks $187,500 93,530 $47,058.82 $96,652.36
S. Ginsburg 225,000 112,235 56,470.59 115,982.82
I. Ingerman 225,000 112,235 56,470.59 115,982.82
==================================================================
$637,500 318,000 $160,000.00 $328,618.00
</TABLE>
Interest on the surrendered notes will be paid through the date
of this letter. We will immediately instruct our transfer agent to
issue the required stock certificates and AMEX to formally list such
shares. As soon as these steps are complete, we can exchange the
stock certificates and cash payments for your original notes. The
stock certificates will be dated as of the date of this letter, which
will be the effective date of this transaction.
This letter amends, restates in its entirety and supersedes our
previous letter agreement dated August 11, 1993. Please indicate your
agreement with the foregoing by signing and returning a copy of this
letter.
Agreed to: Very truly yours,
MARLTON TECHNOLOGIES, INC.
/s/ Donald Sparks
Donald Sparks
By:/s/ Robert B. Ginsburg
Robert B. Ginsburg, President
/s/ Stanley Ginsburg
Stanley Ginsburg
Attest:/s/ Alan I. Goldberg
Alan I. Goldberg, Secretary
/s/ Ira Ingerman
Ira Ingerman
12 <PAGE>
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EXHIBIT 7
MARLTON TECHNOLOGIES, INC.
August 7, 1995
Mr. Donald Sparks Mr. Stanley Ginsburg Mr. Ira Ingerman
109 S. Princeton Ave #1016 Sutton Terrace 1300 Centennial
Wenonah, NJ 08090 Bala Cynwyd, PA 19004 Narberth, PA 19022
Gentlemen:
In connection with the August 1990 acquisition of Sparks Exhibits
Corporation from you (the "Sellers"), Section 3.03(d) provided for a
Final Contingent Payment on August 7, 1995 calculated as follows:
Formula: 20% of the product obtained by multiplying 5.47 (pre-tax
acquisition price earnings multiple), by the amount by which
the average of the annual pre-tax earnings of Sparks for the
Earn-Out Period exceeds $663,600.
Year Adjusted Pre-Tax Profits
---- ------------------------
1990 $ 770,939
1991 1,029,662
1992 1,261,831
1993 514,305
1994 1,262,144
----------
Total Earnings 4,838,881
==========
/5 = Average $967,776
- 662,500
----------
305,276
x multiple 5.47
$1,669,860 x 20% = $333,972
Seller's % Ownership = 85%
Total = $283,877
========
Marlton and the Sellers have agreed to extend payment of this $283,877
Final Contingent Payment due on August 7, 1995 for up to a two year
period, to be evidenced by promissory notes. These Notes will bear
interest at 8% per annum, payable quarterly, and will be convertible
into shares of Marlton Common Stock at a price equal to $1.375 per
share at any time prior to actual payment of the Notes.
13 <PAGE>
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The Sellers respective portions of the Final Contingent Payment
are as follows:
Prior Final Contingent
% Ownership Payments
-----------------------------
D. Sparks 25% $ 83,493
S. Ginsburg 30% 100,192
I. Ingerman 30% 100,192
========
$283,877
Please indicate your agreement with the foregoing by signing and
returning a copy of this letter.
Agreed to: Very truly yours,
MARLTON TECHNOLOGIES, INC.
/s/ Donald Sparks
Donald Sparks
By:/s/ Robert B. Ginsburg
Robert B. Ginsburg, President
/s/ Stanley Ginsburg
Stanley Ginsburg
Attest:/s/ Alan I. Goldberg
Alan I. Goldberg, Secretary
/s/ Ira Ingerman
Ira Ingerman
14 <PAGE>
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