<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant __X__
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
_x_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Exchange Act Rule 14a-11 or 14a-12
Marlton Technologies, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Alan I. Goldberg
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
_x_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
___ $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(a)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------
2) Aggregate number of securities to which the transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
___ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------------
3) Filing Party:
-------------------------------------------------
4) Date Filed:
-------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
================================================================================
MARLTON TECHNOLOGIES, INC.
2828 Charter Road, Suite 101
Philadelphia, Pennsylvania 19154
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 2, 1996
---------------------------
To the Shareholders of MARLTON TECHNOLOGIES, INC.:
The Annual Meeting of Shareholders of MARLTON TECHNOLOGIES, INC. will
be held on Tuesday, July 2, 1996 at 9:00 a.m. at the Marlton Conference Room,
Sparks Exhibits Building, 2828 Charter Road, Philadelphia, Pennsylvania 19154,
for the following purposes:
(1) To elect to the Board one director.
(2) To amend the 1992 Director Stock Plan.
(3) To amend the 1990 Stock Option Plans.
(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on May 16, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By order of the Board of Directors
Alan I. Goldberg
Secretary
Philadelphia, Pennsylvania
May 24, 1996
================================================================================
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road, Suite 101
Philadelphia, Pennsylvania 19154
---------------------------
PROXY STATEMENT
---------------------------
Annual Meeting of Shareholders
To Be Held July 2, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of MARLTON TECHNOLOGIES, INC. (the
"Company") of proxies to be used at the Annual Meeting of Shareholders to be
held July 2, 1996 and at any adjournments thereof (the "Annual Meeting"). If the
enclosed Proxy is properly executed and returned, the shares represented will be
voted in accordance with the instructions specified by the shareholder. If no
instructions are given, those shares will be voted in favor of the nominee for
director (with discretionary authority of the proxies to cumulate votes), for
Proposals (2) and (3), and in the discretion of the proxies, upon such other
business as may properly come before the meeting. Proxies may be revoked at any
time prior to being voted, (i) by delivery of written notice to the Company's
Secretary, (ii) by submission of a later dated proxy, or (iii) by revoking the
proxy and voting in person at the Annual Meeting.
This Proxy Statement, the enclosed Proxy and the 1995 Annual Report of
the Company are first being mailed to the Company's shareholders on or about May
24, 1996.
VOTING RIGHTS
Only shareholders of record at the close of business on May 16, 1996
(the "Record Date") will be entitled to vote at the meeting. On that date there
were outstanding 4,442,534 shares of the Company's Common Stock, par value $.10
per share (the "Common Stock"). Each share is entitled to one vote on all
matters. The candidate receiving the greatest number of votes cast will be
elected as a director of the Company. The affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present and entitled to vote
at the Annual Meeting is required to approve any other proposals for which
proxies from shareholders are being solicited pursuant to this Proxy Statement.
Abstentions will be counted for purposes of determining a quorum but will not be
counted otherwise, and broker non-votes on specific matters will not be counted
for any purpose.
1
<PAGE>
SECURITY OWNERSHIP
The following table sets forth certain information as of the Record
Date with respect to (i) those persons known by the Company to be the beneficial
owners of 5% or more of the Company's Common Stock, and (ii) each director,
nominee, executive officer, and all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Amount and Nature Percent
of Beneficial of
Name and Address of Beneficial Owner Ownership Class (1)
------------------------------------ --------------------- ---------
<S> <C> <C>
Citibank, N.A. ("Citibank"), as Trustee of the
Commingled Employee Benefit Trust ("CEBT")
399 Park Avenue
New York, New York 10043 . . . . . . . . . . . . . . . . . . . . . . . . . . . .772,226(2) 17.4%
Stanley D. Ginsburg Ira Ingerman
50 Belmont Ave., #1014 and 1300 Centenial Road
Bala Cynwyd, PA 19004 . . . . . . . . . .Narberth, PA 19072 . . . . . . . . 575,204(3) 12.5
Alan I. Goldberg
2828 Charter Road, Suite 101
Philadelphia, Pennslvania 19154 . . . . . . . . . . . . . . . . . . . . . . . 595,974(4) 12.0
Robert B. Ginsburg
2828 Charter Road, Suite 101
Philadelphia, Pennsylvania 19154 . . . . . . . . . . . . . . . . . . . . . . 590,774(4) 11.9
Tsubasa System Co. Ltd. ("Tsubasa")
Tachibana Annex Building
2-25-14 Kameido, Koto-Ku
Tokyo, Japan 136 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000(5) 11.3
Fred Cohen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,456(6) 2.8
E.D. Costantini, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,400(7) 2.1
Dr. William F. Hamilton . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,967(8) 1.2
Seymour Hernes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,336(9) 1.1
All directors and executive officers as a group (6 persons) . . . . . . . .1,476,677(4,6,7,8,9) 26.2
</TABLE>
- -------------
(1) Percent of class has been computed on the basis of the number of shares of
Common Stock outstanding as of the Record Date, plus for any shareholder or
shareholder group, the number of shares which would be outstanding if that
shareholder or shareholder group exercised all stock options and conversion
rights exercisable within 60 days after the Record Date.
(2) CEBT is a collective investment fund for various tax exempt pension and
profit sharing trusts for which Citibank acts as trustee. Record ownership
of these shares is in the name of a nominee of Citibank. Citibank disclaims
beneficial ownership of such shares.
(3) On June 18, 1992, Messrs. Ginsburg and Ingerman filed a Schedule 13D with
the Securities and Exchange Commission indicating that they jointly held
130,000 shares with joint voting and dispositive powers and that each of
them had the right to acquire 185,491 shares with sole voting and
dispositive power as a result of converstion rights obtained in connection
with the August 1990 sale of Sparks Exhibits Corp. to the Company. Each of
Messrs. Ginsburg and Ingerman exercised their conversion rights in part and
each obtained 37,500 shares on August 7, 1992, and each obtained 112,235
shares on August 25, 1993. As of the Record Date, each of Messrs. Ginsburg
and Ingerman had the right to acquire 72,867 shares with sole voting and
dispositive power as a result of conversion rights.
(4) Includes for each of Messrs. Goldberg and Ginsburg, an aggregate of 522,444
shares which may be acquired within 60 days after the Record Date upon the
exercise of outstanding stock options and conversion rights. Includes for
each of Messrs. Goldberg and Ginsburg 36,330 shares held by the Company's
401k Plan for the benefit of Company employees. Each of Messrs. Goldberg
and Ginsburg is a trustee of such plan, and each disclaims beneficial
ownership of all such shares except 2,000 held for each's benefit as a
participant in such plan.
2
<PAGE>
(5) On January 22, 1996, in connection with a restructured joint venture with
the Company, Tsubasa received 500,000 unregistered shares and the waiver by
the Company of all future royalties from Sparks Japan, in consideration of
a Tsubasa $3,000,000 investment in the Company.
(6) 99,713 of these shares are held in trust for the benefit of the children of
Mr. Cohen and an additional 14,500 shares and an aggregate of 400 shares
are held directly by his wife and children, respectively. Mr. Cohen
disclaims beneficial ownership of such shares. Includes an aggregate of
10,000 shares which Mr. Cohen may acquire within 60 days after the Record
Date upon the exercise of outstanding stock options.
(7) Includes an aggregate of 82,500 shares which Mr. Costantini may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options.
(8) Includes an aggregate of 29,500 shares which Dr. Hamilton may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options.
(9) Includes an aggregate of 2,000 shares held directly by his wife. Mr. Hernes
disclaims beneficial ownership of such shares. Also includes an aggregate
of 29,500 shares which Mr. Hernes may acquire within 60 days after the
Record Date upon the exercise of outstanding stock options.
Of the shares held by CEBT, 608,388 were purchased from the Company for
an aggregate consideration of $999,994.75 on May 3, 1968. The related purchase
agreement provides, among other things, that the Company will use its best
efforts, if requested, to cause the election of a nominee of Citibank to the
Board. Citibank has not designated any nominee for the upcoming election of
directors. The purchase agreement also provides CEBT with the right to require
the Company to register for sale shares owned by CEBT at the Company's expense
or to participate in any registration of shares undertaken by the Company.
ELECTION OF DIRECTOR
The Board is divided into three classes of directors. At each annual
meeting of shareholders, members of one of the classes, on a rotating basis, are
elected for a three year term. In accordance with the Company's Restated
Certificate of Incorporation and By-Laws, the Board by resolution has fixed the
total number of directors at five. Robert B. Ginsburg has been designated by the
Board as its nominee for election as a director at the Annual Meeting, to serve
for the term expiring in 1999. Since only one nominee is to be elected, proxies
cannot be voted for more than one individual.
The Company has no reason to believe that a nominee will be
disqualified or unable or unwilling to serve if elected. However, if a nominee
should become unavailable for any reason, proxies may be voted for another
person nominated by the Board to fill the vacancy. Following is certain
information concerning the nominee, as well as those directors whose terms of
office are continuing after the meeting.
3
<PAGE>
Director
Name Age Since
---- --- -----
Nominee for Three-Year Term:
Robert B. Ginsburg . . . . . . . . . . . . 42 1990
Directors Continuing in Office until 1997 Annual Meeting:
Alan I. Goldberg . . . . . . . . . . . . . . . 44 1991
Seymour Hernes . . . . . . . . . . . . . . . 69 1968
Directors Continuing in Office until 1998 Annual Meeting:
Fred Cohen . . . . . . . . . . . . . . . . . . . 66 1966
Dr. William F. Hamilton . . . . . . . . . 56 1988
Robert B. Ginsburg has served as an officer of the Company since
August 1990 and is currently Chief Executive Officer and President of the
Company. Mr. Ginsburg is a Certified Public Accountant. From 1985 to August
1990, Mr. Ginsburg was actively involved in the development and management of
business opportunities, including the acquisition of manufacturing companies,
investment in venture capital situations and the provision of finance and
management consulting services as a principal of Omnivest Ventures, Inc.
Alan I. Goldberg has served as an officer of the Company since August
1990 and is currently Executive Officer and Secretary of the Company. Mr.
Goldberg is a corporate attorney. From April 1987 through August 1990 he was
involved in venture capital investments and business acquisitions as a principal
of Omnivest Ventures, Inc.
Seymour Hernes served as the Company's Executive Vice President from
March 1973 until December 1990, and has served as Vice Chairman of the Board
since January 1991.
Fred Cohen, a founder of the Company, served as the Company's Chief
Executive Officer from May 1966 until December 1990, and has served as Chairman
of the Board since May 1966.
Dr. William F. Hamilton has been Director of the Management and
Technology Program and Landau Professor of Management and Technology in the
Wharton School and the School of Engineering and Applied Science at the
University of Pennsylvania since 1978. Dr. Hamilton serves as a director of Hunt
Manufacturing Company (NYSE), Centocor, Inc. (NASDAQ), and Neose Technologies,
Inc. (NASDAQ).
Messrs. Ginsburg and Goldberg have employment agreements with the
Company which require the Company and the Board to use their best efforts to
cause them to be elected as directors for a term equal to the term of their
employment agreements.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and greater than 10% beneficial owners to file
reports of ownership and changes in ownership of the Company's Common Stock with
the Securities and Exchange Commission, the American Stock Exchange, and the
Company. Based solely on a review of the copies of Forms 3, 4 and 5 and
amendments thereto furnished to the Company, or written representations that no
4
<PAGE>
Forms 5 were required, the Company believes that for 1995, the Company's
directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirement.
MEETINGS OF THE BOARD AND COMMITTEES, ATTENDANCE AND FEES
Three meetings of the Board were held during 1995. All meetings were
attended by all of the directors who were in office at the time.
Directors not employed by the Company receive Company Common Stock
(currently in the amount of $3,000 of market value) under the Company's 1992
Director Stock Plan instead of a cash annual retainer, plus a fee of $833 for
each Board meeting attended. For 1995, such directors also received a stock
option award of 10,000 shares at the then current fair market value, vesting
over a one year period of service as a director, and exerciseable for a period
of five years. During 1995, Mr. Cohen also received $12,000 as compensation for
consulting services provided in developing a sales reporting and forecasting
software system, but Mr. Cohen did not receive any cash compensation for
attending meetings of the Board. Directors employed by the Company receive no
additional compensation for their services as directors of the Company. Members
of the Audit Committee who are not employees of the Company receive a fee of
$250 for each meeting attended. Members of the Compensation Committee receive no
additional compensation for their service in such capacity.
The Audit Committee's functions include the recommendation to the
full Board of the engagement of the Company's independent public accountants,
the review with the chief financial officer of the Company and the Company's
independent public accountants of the scope and results of the audit and other
activities performed by the independent public accountants for the Company, and
inquiries into special accounting or related matters. This committee was
established in April, 1985. One formal meeting was held during the last fiscal
year by this committee, and substantially all committee functions were covered
at meetings attended by the full Board. This committee currently consists of
Messrs. Cohen and Hamilton.
The Company has a Compensation Committee which is appointed by the
Board and currently consists of Messrs. Cohen, Hamilton and Hernes. The primary
functions of this committee are to review and determine executive compensation,
and to administer the Company's 1984 Incentive Stock Option Plan, the
Non-Qualified Stock Option Plan, the Directors and Consultants Stock Option
Plan, the 1990 Stock Option Plans, and the 1992 Employee Stock Plan. Subject to
the provisions of each plan, the committee prescribes the number of shares and
terms of each option and stock grant, and interprets and makes all other
determinations for the administration of each plan. Although no formal meetings
were held during the last fiscal year, all decisions during the fiscal year were
made by written resolutions, in lieu of meetings, consented to by each member of
the committee, or by telephone discussions among committee members.
The Company does not have any nominating committee of the Board, nor
committee performing similar functions.
5
<PAGE>
PROPOSAL 2: AMENDMENT TO 1992 DIRECTOR STOCK PLAN
At the 1992 Annual Meeting, Company shareholders approved the 1992
Director Stock Plan (the "DSP") which applies to non-employee directors serving
on the Board of Directors of the Company. The DSP was created to provide an
incentive for non-employee directors to improve and contribute to the
performance of the Company. The Company authorized up to 50,000 shares of Common
Stock, subject to adjustment to prevent dilution or enlargement of rights, for
the DSP. At the 1994 Annual Meeting, Company shareholders approved an amendment
to the DSP to include an additional 50,000 shares and to provide that in
addition to automatic nondiscretionary annual awards of Common Stock instead of
annual retainer fees, stock options may be granted to eligible directors to
purchase DSP authorized shares at an exercise price not less than the fair
market value of the Company's Common Stock on the date of grant, vesting over a
one year period of service as a director, exerciseable for a period of up to
five years, and without monetary consideration upon the granting of such
options. For 1995, three directors were covered by the DSP. The DSP provides for
automatic nondiscretionary annual awards of shares of Common Stock to each
eligible Director instead of an annual retainer fee. The shares are awarded at
average market value over the ten trading days prior to the date of the Annual
Meeting, and vest over the next 12 months of service as a director. For 1994 and
1995, each of the Company's eligible directors received an annual retainer fee
of $3,000 in shares (3,000 shares for 1994 and 1,754 shares for 1995), and stock
options to purchase 10,000 shares were awarded to each of two eligible directors
in 1994 and each of three eligible directors in 1995. In subsequent years, the
retainer fee to be paid in shares may be increased to the greater of (i) $5,000
per year, or (ii) the market value of 2,000 shares of Common Stock per year. The
market value of the Company's Common Stock as of April 24, 1996 was $2.25.
The DSP nondiscretionary annual awards are self-effectuating and the
stock option awards are discretionary. The Board may amend, suspend or terminate
the DSP, provided, however, the DSP cannot be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, or the
rules promulgated thereunder; and provided further, the DSP cannot be amended,
without shareholder approval to the extent required by law or the listing rules:
(a) to increase the number of shares of Common Stock which may be issued under
the DSP, (b) to materially modify eligibility requirements, or (c) to materially
increase the benefits under the DSP.
Subject to shareholder approval, the Board has recommended that the DSP
be amended to include an additional 100,000 shares. These shares will be
available for stock awards and grant of options to eligible directors as
provided above. Currently three non-employee directors are eligible
participants.
THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR THIS PROPOSAL.
PROPOSAL 3: Amendment to 1990 Stock Option Plans
At the 1990 Annual Meeting, Company shareholders approved the 1990
Incentive Stock Option Plan (the "1990 Incentive Plan") pursuant to which
Incentive Stock Options ("ISOs") may be granted, and the 1990 Nonstatutory
Option Plan (together with the 1990 Incentive Plan, the "1990 Plans"), pursuant
to which Nonstatutory Stock Options ("NSOs") may be granted. The 1990 Plans were
created to provide an incentive for employees to improve performance of the
6
<PAGE>
Company and to continue their employment with the Company. The 1990 Plans
provided for the granting of options to employees of the Company to purchase up
to 600,000 shares of Common Stock, as determined by the Compensation Committee.
At the 1992 Annual Meeting, Company shareholders approved an amendment to the
1990 Plans to include an additional 350,000 shares.
Options are exercisable at a price determined by the Compensation
Committee, established on the date of issuance thereof, but in no event less
than (i) 100% of the market value of the shares in the case of ISOs and (ii) 85%
of the market value of the shares in the case of NSOs. The market value of the
Company's Common Stock as of April 24, 1996 was $2.25 per share. Options expire
on the earlier of the expiration of the term of the option, or ten years from
the date of issuance, and are exercisable on such terms as prescribed by the
Compensation Committee, which terms may provide that the options are exercisable
immediately, in whole or in part or from time to time.
Subject to shareholder approval, the Board has recommended that the
1990 Plans be amended to include an additional 500,000 shares. These shares will
be available for grant of options by the Compensation Committee to employees and
consultants, including executive officers and employees who may also be
directors. Currently, approximately 175 persons would be eligible participants.
THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR THIS PROPOSAL.
Federal Income Tax Consequences
A person receiving an award of unrestricted stock under the DSP will
generally have ordinary income equal to the fair market value of the shares
received. Unless a Section 83 election is made, a person receiving an award of
restricted stock under the DSP will not have taxable income upon the receipt of
the restricted stock but generally will recognize ordinary income when the
shares are no longer subject to forfeiture. If a Section 83 election is made,
ordinary income will be recognized at the time the award is received. In such
event, however, if the shares are later forfeited, no deduction is allowed with
respect to such forfeiture. The amount of such ordinary income will be the fair
market value of the shares at the time income is recognized. Any gain or loss
recognized upon the sale of shares acquired pursuant to an award will generally
be treated as capital gain or loss and will be long-term or short-term depending
upon the holding period of the shares.
Generally, a person receiving an option will not have taxable income
upon the grant of the option. In the case of NSOs, the person will recognize
ordinary income upon the exercise of the NSO in an amount equal to the
difference between the option price and the fair market value of the shares on
the date of exercise. When the shares are sold, the person will generally
recognize capital gain or loss equal to the difference between (i) the selling
price of the shares and (ii) the sum of the option price and the amount included
in his income when the option was exercised. A purchase of shares upon exercise
of an ISO will not result in recognition of income at that time. However, the
excess of the fair market value of the shares purchased over the exercise price
will constitute an item of tax preference. This preference will be included in
the person's computation of his alternative minimum tax. However, generally,
there will be no item of tax preference if the stock is disposed of in the same
taxable year in which the ISO is exercised.
7
<PAGE>
If the person does not dispose of the shares issued to him upon the
exercise of an ISO within one year of such issuance or within two years from the
date of the grant of such ISO, whichever is later, then any gain or loss
realized by the person on a later sale or exchange of such shares generally will
be a long-term capital gain or long-term capital loss. If the person sells the
shares during such period, the sale will be a disqualifying disposition. In that
event, the person will recognize ordinary income for the year in which the
disqualifying disposition occurs equal to the amount, if any, by which the
lesser of the fair market value of such shares on the date of exercise (unless
the person is subject to Section 16(b) of the Securities Exchange Act of 1934
and received the option prior to May 1, 1991) or the amount realized from such
sale exceeded the amount the person paid for such shares. Any additional gain
realized generally will be capital gain, which will be long-term or short-term
depending on the holding period for the shares. If the person disposes of the
shares by gift during such period, the transfer will be treated as a
disqualifying disposition subject to the rules described herein.
The Company will be entitled to a tax deduction in connection with an
option or award only in an amount equal to the ordinary income realized by the
person and at the time such person recognizes such income provided the
applicable withholding requirements are met. The federal, state and local income
tax consequences to any particular taxpayer will depend upon his individual
circumstances. In addition, various tax legislative proposals are introduced
from time to time, and it is not possible to predict which of the various
proposals introduced will be enacted into law, the form in which they may be
enacted, the effective dates thereof or the effect on the tax consequences of
participation in any of the Company's plans.
EXECUTIVE OFFICERS AND COMPENSATION
The following Summary Compensation Table sets forth the aggregate
amounts paid or accrued by the Company and its subsidiaries during the last
three fiscal years to its Chief Executive Officer and to each of the most highly
compensated executive officers of the Company whose total annual salary and
bonus exceeded $100,000:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------ ----------------------------------
Other
Annual All Other
Compen- Restricted Option/ LTIP Compen-
Name and Salary ($) Bonus sation Stock SARs Payouts sation
Principal Position Year (1) ($) ($) Awards($) Awards (#) ($) ($) (3)
- ------------------ ---- ---------- ----- ------ ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 1995 129,615 70,000 - - - - 1,000
President & CEO 1994 125,000 50,000 - - - - 1,000
1993 136,667 0 - - - - -
Alan I. Goldberg 1995 83,077 70,000 - - - - 1,000
Executive Officer 1994 78,000 50,000 - - - - 1,000
& Secretary 1993 89,667 0 - - - - -
E. D. Costantini, Jr. 1995 98,000 50,750 - - - - 1,000
CFO & Treasurer 1994 86,500 26,250 - $7,813 (2) 60,000 - 468
1993 75,000 0 - - - - -
</TABLE>
- ---------
8
<PAGE>
(1) Includes for each of Messrs. Ginsburg and Goldberg $11,667 of
deferred compensations accrued with respect to 1993 in accordance with their
respective employment agreements described below.
(2) On January 1, 1994, Mr. Costantini was awarded 5,000 shares of
restricted Common Stock vesting immediately. At fiscal year-end, Mr. Costantini
held 5,000 shares of restricted Common Stock with an unrestricted market value
of $6,563
(3) Consists solely of Company matching 401k Plan contributions in
the form of restricted Common Stock, which Plan is available to all non-union
employees of the Company.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the Money
Options/SAR Option/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert B. Ginsburg - - 499,330/79,242 0/0
Alan I. Goldberg - - 499,330/79,242 0/0
E. D. Costantini, Jr. - - 82,500/0 0/0
</TABLE>
During 1995, no Stock Options, Long-Term Incentive Plan awards nor
Stock Appreciation awards were granted to any of the above named executive
officers.
Pursuant to amended employment agreements dated January 22, 1996 and
expiring December 31, 2000, Mr. Ginsburg is employed as the Company's President
and Chief Executive Officer at a base salary of $145,000 per year, and Mr.
Goldberg is employed as the Company's Executive Officer and Secretary (currently
on a 28 hour per week basis) at a base salary of $100,000 per year. Under their
amended employment agreements, Messrs. Ginsburg and Goldberg each receive an
annual bonus equal to 5% of the defined pre-tax profits of Sparks Exhibits Corp.
and any subsequently acquired business. Each employee may recommend to the
Company's Compensation Committee a reduction in his annual bonus, subject to
approval of the Compensation Committee. Each of Messrs. Ginsburg and Goldberg
recommended an approximate $30,000 reduction for 1993, and an approximate
$10,000 reduction for 1994 in his respective annual bonus, which reductions were
approved by the Compensation Committee.
9
<PAGE>
Under their former employment agreements dated August 6, 1990, Messrs.
Ginsburg and Goldberg each received deferred compensation of $20,000 per year
through August 1993, with interest compounded annually at 8%, payable in full in
August 1993. Each of them also received an annual bonus equal to 5% of the
defined pre-tax profits of Sparks Exhibits Corp. and any subsequently acquired
business, with interest compounded annually at 8%, payable in full no later than
May 31, 1993. Such deferred compensation, accrued bonus and interest
(collectively, "Accrued Compensation") was convertible at the option of each of
them into Common Stock at $1.60 per share ($.75 for the first 11,500 shares).
Pursuant to their amended employment agreements, no additional deferred
compensation accrued after August 6, 1993, the Company may defer payment of all
Accrued Compensation to such time as its cash flow reasonably permits payment
(provided interest continues until paid and the Company will make minimum annual
payments of at least $50,000 of such Accrued Compensation per year to each
employee), and all of the employees' rights to obtain Common Stock with respect
to the full amount of Accrued Compensation continues until December 31, 2000,
notwithstanding payment by the Company of some or all of the Accrued
Compensation at any earlier date.
Edmond D. Costantini, Jr., age 41, has served as an officer of the
Company since January 1991 and is currently Chief Financial Officer and
Treasurer of the Company. Mr. Costantini is a Certified Public Accountant, and
was involved in the commercial vehicle and equipment leasing industry from 1980
through May 1990 in various capacities, including founder and President/Chief
Financial Officer of Hansen Leasing Corporation.
Mr. Costantini currently receives a base salary of $100,000 per year,
an annual bonus of $30,000 if the Company achieves $350,000 of defined pre-tax
profits, plus 5% of any excess above $350,000, plus an annual bonus of from 5%
to 12% of defined pre-tax profits above $200,000 of the portables exhibit group.
In the event of termination of Messrs. Ginsburg's or Goldberg's
employment without cause by the Company, each is entitled to all compensation
payable under his respective employment agreement over the remaining term and
the economic benefit of all stock options as if his employment agreement were
not terminated. In the event of termination of Mr. Costantini's employment
without cause by the Company, remaining options based on continued employment
will immediately vest.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the first quarter of 1995, the Company entered into an
agreement with Tsubasa Systems Company Ltd. to assist Tsubasa in the opening of
portable exhibit showrooms in Japan. The Company received a 10% equity interest
in the new Japanese corporation, the right to royalties on future sales, and the
right through a Company joint venture to provide Expose' products for sale by
the Japanese corporaton. For a $3,000,000 investment in January 1996, Tsubasa
received 500,000 unregistered shares of the Company's Common Stock and the
Company agreed to waive all future royalties from Sparks Japan. The Company
retained its 10% equity interet, as well as its vendor-customer relationship
with Sparks Japan. This $3,000,000 was targeted for future acquisitions, as well
as strengthening the overall financial condition of the Company. Tsubasa is
listed under Security Ownership as a 5% or more beneficial owner of the
Company's Common Stock as a result of this transaction.
In August 1995, the Company was obligated to make a final
contingent payment to the original sellers of Sparks Exhibits Corp. (the
"Sellers"). The Company and the Sellers agreed to extend payment of this
$283,877 amount for up to two years, with interest at 8% per annum and
convertible into the Company's Common Stock at a price equal to $1.375 per
share. Two of the Sellers, representing approximately 70% in interest of the
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Sellers, were Stanley Ginsburg and Ira Ingerman, who are listed under Security
Ownership as 5% or more beneficial owners of the Company's Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected the firm of Coopers & Lybrand as the Company's
independent public accountants for 1996. A representative of Coopers & Lybrand
is expected to be present at the Annual Meeting, will have the opportunity to
make a statement if he so desires and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for inclusion
in the Company's proxy materials for the 1997 Annual Meeting, such proposals
must be received by the Secretary of the Company not later than January 24,
1997.
The Board knows of no other business to be transacted, but if any other
matters are properly presented at the Annual Meeting, the persons named in the
accompanying form of proxy will vote upon such matters in accordance with their
best judgment.
The cost of soliciting proxies will be borne by the Company.
Arrangements may be made with brokerage houses, custodians, nominees, and other
fiduciaries to send proxy material to their principals, and the Company may
reimburse them for their expenses. In addition to solicitation by mail, officers
and employees of the Company, who will receive no compensation for their
services other than their regular salaries, may solicit proxies by telephone,
telegraph and personally. Additionally, the Company may retain the services of
an independent solicitor to aid in the solicitation of proxies, for a fee (not
anticipated to exceed $7,500) plus out-of-pocket costs and expenses.
A copy of the Company's Annual Report on Form 10-KSB, including
financial statements and financial statement schedules, for the year ended
December 31, 1995 may be obtained without charge by writing to Marlton
Technologies, Inc., 2828 Charter Road, Suite 101, Philadelphia, Pennsylvania
19154, Attention: Alan I. Goldberg, Secretary.
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MARLTON TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JULY 2, 1996
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Revoking any such prior appointment, the undersigned hereby appoints
Robert B. Ginsburg and Alan I. Goldberg, and each of them, attorneys and agents,
with power of substitution, to vote as proxy for the undersigned, as herein
stated, at the Annual Meeting of Shareholders of Marlton Technologies, inc., to
be held, on July 2, 1996, at 9:00 A.M. at the Marlton Conference Room, Sparks
Exhibits Building, 2828 Charter Road, Philadelphia, Pennsylvania, and at any
adjournments thereof, with respect to the number of shares the undersigned would
be entitled to vote if personally present.
(To be Continued and signed on reverse side.)
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<S> <C> <C> <C> <C>
_X__ Please mark your THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
votes as in this THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
example. STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF THE NOMINEE FOR THE ELECTION OF
1. Election of Director For Withheld Nominee: DIRECTOR AND FOR PROPOSALS 2 AND 3
--- -------- Robert B. Ginsburg
2. Amendment of 1992 For Against Abstain THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COPY
Director Stock Plan --- -------- ------- OF THE NOTICE OF MEETING AND PROXY STATEMENT RELATED
TO SUCH ANNUAL MEETING.
In their discretion, the Proxies are authorized to vote upon
3. Amendment of 1990 For Against Abstain such other business as may properly come before the
Stock Option Plans --- -------- ------- Meeting, including without limitation any matters which the
Board of Directors does not know a reasonable time before
the date of the Proxy Statement are to be presented at the
Meeting.
Please mark, date, sign and return this proxy promptly using
the enclosed envelope.
SIGNATURE __________________________ DATE:____________, 1996 SIGNATURE________________________ DATE__________ ,1996
IF HELD JOINTLY
NOTE: Please sign exactly as your name appears hereon. Executors, administrators, trustees, etc. should so indicate when signing,
giving full title as such. If signer is a corporation, execute in full corporate name by authorized officer. If shares are held in
the name of two or more persons, all should sign.
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