<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
___ Confidential, For Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
_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_ No Fee Required
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total Fee paid:_____________________________________
___ Fee paid previously with preliminary materials.
___ 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:
-------------------------------------------------
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road
Philadelphia, Pennsylvania 19154
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 11, 1997
----------------
To the Shareholders of MARLTON TECHNOLOGIES, INC.:
The Annual Meeting of Shareholders of MARLTON TECHNOLOGIES, INC. will
be held on Wednesday, June 11, 1997 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 two directors.
(2) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on April 23, 1997 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
April 28, 1997
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road
Philadelphia, Pennsylvania 19154
----------------
PROXY STATEMENT
----------------
Annual Meeting of Shareholders
To Be Held June 11, 1997
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 June 11, 1997 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
nominees for director (with discretionary authority of the proxies to cumulate
votes), 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 1996 Annual Report of
the Company are first being mailed to the Company's shareholders on or about
April 28, 1997.
VOTING RIGHTS
Only shareholders of record at the close of business on April 23, 1997
(the "Record Date") will be entitled to vote at the meeting. On that date there
were outstanding 4,748,250 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, except that cumulative voting rights are in effect for the election of
directors. Each shareholder may cast as many votes as there are directors to be
elected for each share held by him, and may cast his total number of votes for
one nominee or divide the total among any number of nominees. The two candidates
receiving the greatest number of votes cast will be elected as directors 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) 16.3%
Alan I. Goldberg
2828 Charter Road
Philadelphia, Pennslvania 19154 ..................................... 654,574(3) 12.3
Robert B. Ginsburg
2828 Charter Road
Philadelphia, Pennsylvania 19154 .................................... 648,374(3) 12.2
Tsubasa System Co. Ltd. ("Tsubasa")
Tachibana Annex Building
2-25-14 Kameido, Koto-Ku
Tokyo, Japan 136 .................................................... 500,000(4) 10.5
Stanley D. Ginsburg
50 Belmont Ave., #1014
Bala Cynwyd, PA 19004 ............................................... 287,602(5) 6.1
Ira Ingerman
1300 Centenial Road
Narberth, PA 19072 .................................................. 287,602(5) 6.1
Fred Cohen ......................................................... 139,053(6) 2.9
E.D. Costantini, Jr. ................................................ 127,500(7) 2.6
Dr. William F. Hamilton ............................................. 67,764(8) 1.4
Seymour Hernes ...................................................... 62,133(9) 1.3
All directors and executive officers as a group (6 persons).......... 1,648,439(3,6,7,8,9) 27.1
- -------------
</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
<PAGE>
(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) Includes for each of Messrs. Goldberg and Ginsburg, an aggregate of 560,215
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 57,159 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 3,000 held for benefit of each as a
participant in such plan.
(4) 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.
(5) 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 conversion 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, 112,235 shares on August 25,
1993 and, in accordance with an amended August 7, 1995 agreement, 72,867
shares on January 1, 1997. On September 30, 1996, Messrs. Ginsburg and
Ingerman filed Amendment No. 1 to Schedule 13D, indicating that they no
longer held any shares jointly, that each maintains independent discretion
regarding his shares, and that they disclaim that they are a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934.
(6) 99,713 of these shares are held in trust for the benefit of the children of
Mr. Cohen and an additional 14,300 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
20,000 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 112,500 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 39,500 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 39,500 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 DIRECTORS
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. Alan I. Goldberg and Seymour Hernes have been
designated by the Board as its nominees for election as directors at the Annual
Meeting, to serve for the term expiring in 2000. Since only two nominees are to
be elected, proxies cannot be voted for more than two individual.
3
<PAGE>
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 nominees, as well as those directors whose terms of
office are continuing after the meeting.
Director
Name Age Since
---- --- -----
Nominees for Three-Year Term:
Alan I. Goldberg ............................. 45 1991
Seymour Hernes ............................... 70 1968
Directors Continuing in Office until 1998 Annual Meeting:
Fred Cohen ................................... 67 1966
Dr. William F. Hamilton ...................... 57 1988
Director Continuing in Office until 1999 Annual Meeting:
Robert B. Ginsburg ........................... 43 1990
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), Neose Technologies, Inc.
(NASDAQ) and Digital Lightwave, Inc. (NASDAQ).
4
<PAGE>
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.
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
Forms 5 were required, the Company believes that for 1996, 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 1996. 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 1996, 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 1996, Mr. Cohen also received $12,500 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.
5
<PAGE>
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.
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 $100,000:
6
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------- ----------------------------------
Other
Annual Securities All Other
Compen- Restricted Underlying LTIP Compen-
Name and Bonus sation Stock Options/ Payouts sation
Principal Position Year Salary ($) ($) ($) Awards($) SARs (#) ($) ($)(2)
- ------------------ ---- ----------- ------ -------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 1996 145,000 152,000 - - - - 1,000
President & CEO 1995 129,615 70,000 - - - - 1,000
1994 125,000 50,000 - - - - 1,000
Alan I. Goldberg 1996 100,000 152,000 - - - - 1,000
Executive Officer 1995 83,077 70,000 - - - - 1,000
& Secretary 1994 78,000 50,000 - - - - 1,000
E. D. Costantini, Jr. 1996 100,000 89,560 - - 60,000 - 1,000
CFO & Treasurer 1995 98,000 50,750 - - - - 1,000
1994 86,500 26,250 - $7,813 (1) 60,000 - 468
</TABLE>
- ---------
(1) 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 $19,375.
(2) Consists solely of Company matching 401k Plan contributions in
the form of restricted Common Stock, which Plan is available to all non-union
employees of the Company.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants Potential
- ------------------------------------------------------------------------------------------ Realizable Value
Number % of Total Assumed Annual
of Options/ Rates of Stock Price
Securities SARs Appreciation
Underlying Granted to Exercise for Option Term
Options/ Employers or Base Expira- ---------------------------
SARs in Price tion
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- --------- ----------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 0 - - - - -
Alan I. Goldberg 0 - - - - -
E. D. Costantini, Jr. 60,000 (1) 18% $2.00 1/1/01 0 $6,828
</TABLE>
- ---------
(1) Options vest at the rate of 2,500 per month over a two year period after
the date of issuance, based on Mr. Costantini's continued employment.
7
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the Money
Options/SAR Option/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- --------------
<S> <C> <C> <C> <C>
Robert B. Ginsburg - - 540,403/46,300 $1,177,937/$86,813
Alan I. Goldberg - - 540,403/46,300 $1,177,937/$86,813
E. D. Costantini, Jr. 15,000 $33,750 97,500/30,000 $ 182,813/$56,250
</TABLE>
During 1996, the only grants of Stock Options, Long-Term Incentive Plan
awards or Stock Appreciation awards was a grant to Mr. Costantini of 60,000
options, vesting over a two year period, exerciseable at a price of $2.00 per
share, as shown above.
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 $10,000 reduction for 1994 in his respective annual
bonus, which reductions were approved by the Compensation Committee.
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.
8
<PAGE>
Edmond D. Costantini, Jr., age 42, 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.
Pursuant to an amended employment agreement dated January 1, 1996, Mr.
Costantini currently receives a base salary of $100,000 per year, an annual
bonus of $30,000 if the Company achieves $400,000 of defined pre-tax profits,
plus 5% of any excess above $400,000, 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.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors, composed of the
Company's three non-employee directors, reviews and recommends to the Board
executive compensation and administers the Company's stock option and award
plans. The objective of the Company's compensation program is to build
shareholder value by attracting and retaining key executives. The Committee
establishes compensation programs which it believes are reasonable and
competitive with similarly situated companies. The components of the Company's
executive compensation program are base salary, bonus plans and stock options
and awards.
Base Salary. Base salary is designed to provide each executive with a
fixed amount of annual compensation that is competitive with the marketplace.
Base salary is specified in employment agreements ranging from 2 to 5 years in
duration and is subject to review at the end of the contract term. Salaries may
also be reviewed and increased during the term at the discretion of the Board.
For 1996, the Committee recommended and the Board approved adjustments to the
base salary of its chief financial officer whose employment agreement was
renewed for a two year term, based on the Committee's evaluation of the
officer's individual performance. No other executive base salaries were reviewed
or increased in 1996.
9
<PAGE>
Bonus Plans. The Company establishes bonus plans intended to encourage
improved operating and financial results. Bonus plans are specified in
employment agreements ranging from 2 to 5 years in duration and are subject to
review at the end of the contract term. The 1996 objectives for all executive
officers and under their bonus plans were based on the Company's operating and
financial results measured by the Company's or its subsidiaries' income. The
CEO's 1996 plan was linked to operating and financial results by providing for a
bonus of 5% of the defined pre-tax profits of all subsidiaries of the Company.
Stock Options and Awards. The long-term component of the Company's
incentive compensation program consists of equity-based grants which have been
in the form of stock options and restricted stock awards. These grants are
designed to create a mutuality of interest with shareholders by motivating the
CEO and the other executive officers and key personnel to manage the Company's
business so that the shareholders' investment will grow in value over time. The
Committee's policy has been to base individual awards on an evaluation of an
executive's performance and the overall performance of the Company. The
Committee may also consider the amount of an individual's outstanding or
previously granted options or shares in determining the size of the grant. The
60,000 stock options granted to the CFO in 1996 reflected these policies and, as
in the case of the other executive officers, the results of the Committee's
review of his performance conducted when it considered his employee agreement
renewal for 1996.
Tax Deductibility. With respect to qualifying compensation paid to
executive officers under Section 162(m) of the Internal Revenue Code, the
Company does not expect to have any amount of compensation exceeding the $1
million annual limitation.
Dr. William F. Hamilton - Chairman
Fred Cohen
Seymour Hernes
Compensation Committee Interlocks and Insider Participation
For 1996, Messrs. Cohen, Hamilton and Hernes served as the Compenstion
Committee of the Board of Directors. Messrs. Cohen and Hernes were employees of
the Company prior to December 31, 1990.
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on
the Company's Common Stock on a yearly basis over the five-year period ended
December 31, 1996, and compares this return with (i) the American Stock Exchange
Market Value Index and (ii) the 59 public companies listed in the Company's
Standard Industrial Code 7389 - Business Services Not Elsewhere Classified. The
graph assumes that the value of the investment in the Company's Common Stock and
each index was $100 on December 31, 1991 and that all dividends were reinvested.
10
<PAGE>
300|------------------------------------------------------------------|
| |
| |
| |
| |
| * |
250|------------------------------------------------------------------|
| |
| |
| |
| |
| & |
200|------------------------------------------------------------------|
| & |
| |
| |
D | * |
O | |
L 150|------------------------------------------------------------------|
L | & & # |
A | # |
R | # |
S | |
| &# * # |
100|*&#---------------------------------------------------------------|
| |
| |
| |
| * |
| * |
50|------------------------------------------------------------------|
| |
| |
| |
| |
| |
0|-|-----------|-----------|----------|-------------|-------------|-|
1991 1992 1993 1994 1995 1996
* = Marlton Technologies Inc. & = SIC Code # = AMEX Market Index
<TABLE>
<CAPTION>
Fiscal Year Ending December 31
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Marlton Technologies Inc. 100 158.33 104.17 58.33 87.50 258.33
SIC Code 100 107.94 142.62 145.90 185.47 212.58
American Stock Exchange Index 100 101.37 120.44 106.39 137.13 144.70
</TABLE>
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 corporation. 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 interest, 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.
11
<PAGE>
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. In January 1997, the Sellers
elected to convert this amount and received 206,456 shares of the Company's
Common Stock. Two of the Sellers, representing approximately 70% in interest of
the 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 1997. 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 1998 Annual Meeting, such proposals
must be received by the Secretary of the Company not later than December 28,
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, 1996 may be obtained without charge by writing to Marlton
Technologies, Inc., 2828 Charter Road, Philadelphia, Pennsylvania 19154,
Attention: Alan I. Goldberg, Secretary.
12
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MARLTON TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 11, 1997
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 June 11, 1997, 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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<CAPTION>
<S> <C> <C> <C> <C>
_X__ Please mark your
votes as in this THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
example.
1. Election of Directors For Withheld Nominees: Alan I. Goldberg THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
____ ____ Seymour Hernes IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF THE NOMINEES FOR THE
ELECTION OF DIRECTIONS (WITH DISCRETINARY AUTHORITY
OF THE PROXIES TO CUMULATE VOTES). THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE NOTICE
OF MEETING AND PROXY STATEMENT RELATED TO SUCH
ANNUAL MEETING.
In their discretion, the Proxies are authorized to
For, except vote withheld from the following vote upon such other business as may properly come
before the Meeting, including without limitation
nominee(s): 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____________, 1997 SIGNATURE_______________________________ DATE _____________, 1997
IF HELD JOINTLY
</TABLE>
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.
