<PAGE>
SCHEDULE 14A
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 18, 1998
-------------
To the Shareholders of MARLTON TECHNOLOGIES, INC.:
The Annual Meeting of Shareholders of MARLTON TECHNOLOGIES, INC. will
be held on Thursday, June 18, 1998 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 amend the 1992 Director Stock Plan
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The close of business on April 23, 1998 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 30, 1998
================================================================================
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road
Philadelphia, Pennsylvania 19154
------------
PROXY STATEMENT
------------
Annual Meeting of Shareholders
To Be Held June 18, 1998
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 18, 1998 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), for Proposal 2, 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 1997 Annual Report of
the Company are first being mailed to the Company's shareholders on or about
April 30, 1998.
VOTING RIGHTS
Only shareholders of record at the close of business on April 23, 1998
(the "Record Date") will be entitled to vote at the meeting. On that date there
were outstanding 7,094,578 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.
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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>
Lawrence Schan
250 King Manor Drive
King of Prussia, PA 19406 ............................................. 904,600 (2) 12.8%
Citibank, N.A. ("Citibank"), as Trustee of the
Commingled Employee Benefit Trust ("CEBT")
399 Park Avenue
New York, New York 10043 .............................................. 772,226 (3) 10.9
Stanley D. Ginsburg
50 Belmont Ave., #1014
Bala Cynwyd, PA 19004 ................................................. 740,442 (2) 10.4
Ira Ingerman
1300 Centennial Road
Narberth, PA 19072 .................................................... 735,642 (2) 10.4
Alan I. Goldberg
2828 Charter Road
Philadelphia, Pennsylvania 19154 ...................................... 622,900 (4)(5) 8.2
Robert B. Ginsburg
2828 Charter Road
Philadelphia, Pennsylvania 19154 ...................................... 616,782 (5)(6) 8.1
Tsubasa System Co. Ltd. ("Tsubasa")
Tachibana Annex Building
2-25-14 Kameido, Koto-Ku
Tokyo, Japan 136 ...................................................... 500,000 (7) 7.0
Fred Cohen ............................................................ 140,093 (8) 2.0
E.D. Costantini, Jr. .................................................. 132,174 1.9
Dr. William F. Hamilton ............................................... 78,604 (9) 1.1
Seymour Hernes ........................................................ 72,473 (10) 1.0
All directors and executive officers as a group (6 persons) ........... 1,663,026 (4,5,6,7, 20.1
8, 9, 10)
</TABLE>
- --------
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(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) 1,809,000 of these shares of Common Stock are held by the DMS Store
Fixtures Shareholders Trust ("Trust") described below. 452,250 shares were
contributed by Mr. S. Ginsburg, 452,250 shares were contributed by Mr.
Ingerman and 904,500 were contributed by Mr. Schan. By virtue of provisions
of the Trust, Messrs. Ginsburg, Ingerman and Schan have shared voting power
with respect to the 1,809,000 shares held by the Trust. In addition, Mr.
Ginsburg directly owns 228,192 shares of Common Stock, Mr. Ingerman
directly owns 283,392 shares of Common Stock and Mr. Schan directly owns
100 shares of Common Stock. Also, Mr. Ingerman has sole voting power over
171,900 shares held by him as custodian under the DMS Employee Shareholders
Agreement described below. As a result of the foregoing, Mr. Ginsburg may
be deemed to beneficially own 2,097,192 shares (29.6% of the shares of
Common Stock outstanding); Mr. Ingerman may be deemed to beneficially own
2,264,292 shares (31.9% of the shares of Common Stock outstanding); Mr.
Schan may be deemed to beneficially own 1,809,000 shares (25.5% of the
shares of Common Stock outstanding) and the Trust may be deemed to
beneficially own 1,809,000 shares (25.5% of the shares of Common Stock
outstanding). These individuals collectively may be deemed to beneficially
own 2,552,584 shares (36.0% of the shares of Common Stock outstanding). Of
the shares beneficially owed by these individuals, Mr. Ginsburg has sole
voting power with respect to 288,192 shares, shared voting power with
respect to 1,809,000 shares and sole investment power with respect to
740,442 shares; Mr. Ingerman has sole voting power with respect to 455,292
shares, shared voting power with respect to 1,809,000 shares and sole
investment power with respect to 735,642 shares; Mr. Schan has sole voting
power with respect to 100 shares, shared voting power with respect to
1,809,000 shares and sole investment power with respect to 904,600 shares;
and the Trust has sole voting power with respect to 1,809,000 shares.
(3) 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.
(4) Includes an aggregate of 520,772 shares which Mr. Goldberg may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options and conversion rights.
(5) Does not include for each of Messrs. Goldberg and Ginsburg 77,414 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 those shares held
for the direct benefit of each as a participant in such plan.
(6) Includes an aggregate of 533,572 shares which Mr. Ginsburg may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options and conversion rights.
(7) 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.
(8) 89,713 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
30,000 shares which Mr. Cohen may acquire within 60 days after the Record
Date upon the exercise of outstanding stock options.
(9) Includes an aggregate of 49,500 shares which Dr. Hamilton may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options.
(10) Includes an aggregate of 1,500 shares held directly by his wife. Mr. Hernes
disclaims beneficial ownership of such shares. Also includes an aggregate
of 49,500 shares which Mr. Hernes may acquire within 60 days after the
Record Date upon the exercise of outstanding stock options.
DMS Store Fixtures Shareholders Trust ("Trust")
-----------------------------------------------
On December 31, 1997, the Trust received 1,809,000 shares of Common
Stock as a result of the acquisition by the Company of DMS Store Fixtures, Inc.
(904,500 shares of Common Stock by Mr. Schan and 452,250 shares of Common Stock
by each of Messrs. Ingerman and S. Ginsburg). The foregoing table allocates
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<PAGE>
beneficial ownership of these shares to these individuals in the amounts
contributed to the Trust by them, respectively. Messrs. Schan, Ingerman and S.
Ginsburg are collectively referred to as the "DMS Principals". The DMS
Principals will contribute any additional stock consideration (up to 250,000
shares of Common Stock) to be received in connection with the acquisition to the
Trust. The Trust has a term expiring March 31, 2003. The Trust was established
pursuant to the DMS Store Fixtures Shareholders Trust Agreement (the "Trust
Agreement"). The Trust provides that each of the DMS Principals will be vested
in the shares he contributed to the Trust in five equal annual increments. In
the event that any DMS Principal were to cease being employed by the Company
without the consent of the Company or were to be terminated by the Company for
cause (as defined in the Trust Agreement), prior to December 31, 2002, such
person will be entitled to receive only those shares that have vested at that
time, and all unvested shares of Common Stock will be divided pro rata among the
remaining DMS Principals. Prior to vesting, the DMS Principals may not sell,
transfer or otherwise convey the Common Stock that they contributed to the
Trust; however, vested shares may be distributed to the DMS Principal who
contributed such shares and be transferred by such DMS Principal upon his
request and with the consent of the other DMS Principals who have beneficial
ownership in the Trust at the time of the request. The Common Stock held in the
Trust will be voted by the unanimous consent of the DMS Principals who have a
beneficial ownership in the Trust at the time of the vote. Mr. Ingerman, as
trustee under the Trust, will vote the shares held by the Trust in the manner
agreed upon by the DMS Principals, or, in the absence of unanimous agreement as
to how to vote, will abstain from voting the shares held by the Trust. The Trust
will terminate prior to the expiration of its term in the event that (i) the
Company and each of the DMS Principals then employed by DMS agree to terminate
the Trust or (ii) the Company ceases to exist pursuant to a merger,
consolidation, recapitalization, reorganization or dissolution. The Trust
provides that each of the DMS Principals will have the right to receive his
allocable share of the stock consideration and any additional stock
consideration upon the dissolution of the Trust provided that such DMS Principal
remains (with certain permitted exceptions such as death or disability or
termination of employment without cause) an employee of the Company as of the
date of such dissolution. The duration and vesting terms of the Trust may only
be amended by the DMS Principals with the Company's prior written consent.
DMS Employee Shareholders Agreement
-----------------------------------
In contemplation of the acquisition of DMS Store Fixtures, Inc. by the
Company, certain employees of DMS Store Fixtures, Inc. (the "DMS Employees")
received 171,900 shares of the Company's Common Stock (the "DMS Employee
Shares") in exchange for shares of DMS Store Fixtures, Inc. that they received
as a bonus prior to the acquisition. Each of the DMS Employees entered into the
Shareholders Agreement pursuant to which Mr. Ingerman serves as custodian of the
DMS Employee Shares and has been granted a proxy to vote the DMS Employee
Shares. The Shareholders Agreement will be in effect until March 31, 2003. Under
the Shareholders Agreement, the DMS Employees will be vested in their shares, if
they remain employed by DMS Store Fixtures Corp. ("New DMS") at the expiration
4
<PAGE>
of the term of the Shareholders Agreement (with certain permitted exceptions
such as death or disability or termination of employment without cause, as
defined in the Shareholders Agreement) and the performance targets (the
"Performance Targets") are met. In the event that any of the DMS Employees were
to cease being employed by New DMS without the consent of New DMS or were to be
terminated by New DMS for cause, as defined in the Shareholders Agreement, prior
to the expiration of the term of the Shareholders Agreement, all unvested shares
allocable to those DMS Employees will not vest and will be forfeited.
Additionally, if the Performance Targets are not met, the DMS Employees unvested
shares will be forfeited. Under the Performance Targets, all of the shares will
vest if the increase in gross revenue for the year ending December 31, 2002 of
New DMS is at least $15,000,000 greater than the gross revenue of DMS Store
Fixtures, Inc. for the year ended December 31, 1997. If the increase in gross
revenue for the same period is greater than $11,000,000 but less than
$15,000,000, a percentage of the shares will vest, as detailed in the
Shareholders Agreement. At the termination of the Shareholders Agreement, all of
the forfeited shares will be allocated in the following manner: (i) if the
Performance Targets are met, all of the forfeited shares will be allocated to
the DMS Principals and the DMS Employees, pro rata in proportion to the stock
consideration received by such person and (ii) if the Performance Targets are
not met, all of the forfeited shares will be allocated among the DMS Principals
in proportion to the stock consideration received by such persons. The custodian
has the discretion at any time to reduce or eliminate the Performance Targets in
his sole discretion. None of the 171,900 shares subject to the Shareholders
Agreement have been included in the beneficial ownership of Messrs. Schan,
Ingerman or S. Ginsburg set forth in the preceding table.
CEBT Agreements
---------------
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. Fred Cohen and Dr. William F. Hamilton have
been designated by the Board as its nominees for election as directors at the
Annual Meeting, to serve for the term expiring in 2001. Since only two nominees
are to be elected, proxies cannot be voted for more than two individuals.
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<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:
Fred Cohen .................................. 70 1966
Dr. William F. Hamilton ..................... 58 1988
Director Continuing in Office until 1999 Annual Meeting:
Robert B. Ginsburg .......................... 44 1990
Directors Continuing in Office until 2000 Annual Meeting:
Alan I. Goldberg ............................ 46 1991
Seymour Hernes .............................. 71 1968
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).
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.
6
<PAGE>
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.
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) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
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 1997, the Company's
directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirement, except each of Messrs. Cohen, Ginsburg and
Goldberg reported one transaction during 1997 for which the required Form 4 was
not filed on a timely basis.
MEETINGS OF THE BOARD AND COMMITTEES, ATTENDANCE AND FEES
Three meetings of the Board were held during 1997. All meetings were
attended by all of the directors who were in office at the time.
For 1997 directors not employed by the Company received (i) Company
Common Stock in the amount of $3,000 of market value under the Company's 1992
Director Stock Plan instead of a cash annual retainer, (ii) a fee of $833 for
each Board meeting attended, and (iii) 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 expiring after a period of five years. 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
also received a fee of $250 for each Audit Committee meeting attended.
For 1998 directors not employed by the Company will receive (i) a
cash annual retainer of $10,000 (or at the director's election, options as
provided below), (ii) a fee of $1,000 for each Board meeting attended in person,
$250 for participation by telephone, and (iii) 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 expiring after a period of five years. Members of the
Audit and Compensation Committee who are not employees of the Company will
receive a fee of $500 for each committee meeting attended, except no fee is
payable if such meetings are scheduled immediately before or after a Board
meeting. If Proposal 2 is adopted, in lieu of all or any of the cash annual
retainer, a director may elect to receive stock options with an exercise price
equal to 33-1/3% of the fair market value on the date of the option grant, so
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<PAGE>
that the aggregate discount on all such options equals the amount of the cash
retainer foregone by the director. These options would vest over a one year
period of service as a director and expire after a period of five years. If
Proposal 2 is not adopted, directors will receive the annual retainer in cash
and will not have the right to receive all or any of the annual retainer in
stock options as provided above.
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.
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
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<PAGE>
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. At the 1996 Annual Meeting, Company shareholders approved an amendment
to the DSP to include an additional 100,000 shares. For 1997, 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 1996 and 1997, each of the Company's
eligible directors received an annual retainer fee of $3,000 in shares (1,043
shares for 1996 and 840 shares for 1997), and stock options to purchase 10,000
shares. 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 14, 1997 was $7.00.
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 (i) to eliminate non-discretionary annual awards of shares of Common
Stock to each eligible director instead of annual retainer fees, (ii) to provide
that DSP authorized shares may be issued to eligible directors pursuant to stock
awards or stock options, on such terms and conditions as determined by the Board
of Directors, excluding each eligible director and (iii) to include an
additional 50,000 shares to be available for stock awards and grant of options
to eligible directors as provided above.
If this Proposal is approved, the Company intends for 1998 to provide
each of its non-employee directors with (i) 10,000 stock options with an
exercise price equal to the current market value on the date of grant, vesting
over a one year period of service as a director, and expiring after a period of
five years, (ii) and the right to elect to take all or any of a $10,000 cash
annual retainer in additional stock options with an exercise price equal to
33-1/3% of the fair market value on the date of the option grant, so that the
aggregate discount on all such options equals the amount of the cash retainer
forgone by the director, vesting over a one year period of service as a
director, and expiring after a period of five years. Currently three
non-employee directors are eligible participants.
9
<PAGE>
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 a non-statutory option will not have
taxable income upon the grant of the option. In the case of non-statutory
options, the person will recognize ordinary income upon the exercise of the
non-statutory option 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.
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.
10
<PAGE>
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 $100,000:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------- ----------------------
Other
Annual Securities All Other
Compen- Restricted Underlying LTIP Compen-
Name and Bonus sation Stock Options/ Payouts sation
Principal Position Year Salary ($) ($) ($) Awards($) SARs (#) ($) ($) (1)
- ------------------ ---- ----------- ------- -------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 1997 145,000 165,681 - - 20,000 - 2,350
President & CEO 1996 145,000 152,000 - - - - 1,000
1995 129,615 70,000 - - - - 1,000
Alan I. Goldberg 1997 100,000 165,681 - - 20,000 - 3,000
Executive Officer 1996 100,000 152,000 - - - - 1,000
& Secretary 1995 83,077 70,000 - - - - 1,000
E. D. Costantini, Jr. 1997 100,000 123,646 - - - - 3,000
CFO & Treasurer 1996 100,000 89,560 - - 60,000 - 1,000
1995 98,000 50,750 - - - - 1,000
</TABLE>
- ---------
(1) Consists solely of reimbursement of term life insurance premiums
of up to $2,000 per year per individual; and up to $1,000 per year per
individual for Company matching 401k Plan contributions in the form of
restricted Common Stock, which Plan is available to all non-union employees of
the Company.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------------------
Number % of Total Potential
of Options/ Realizable Value
Securities SARs Assumed Annual
Underlying Granted to Exercise Rates of Stock Price
Options/ Employees or Base Expira- Appreciation
SARs in Price tion for Option Term
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------- ----------- ------ ---- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 20,000 (1) 11.6% $3.375 4/30/07 $42,460 $107,578
Alan I. Goldberg 20,000 (1) 11.6% $3.375 4/30/07 $42,460 $107,578
E. D. Costantini, Jr. 0 - - - - -
</TABLE>
- ---------
(1) Options vest at the rate of 1,667 per month over a 12 month period
commencing June 1, 1997, based on continued employment.
11
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the Money
Options/SAR Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert B. Ginsburg 20,000 $ 85,500 558,572/20,000 $2,387,717/$52,500
Alan I. Goldberg 25,000 $106,875 553,572/20,000 $2,365,717/$52,500
E. D. Costantini, Jr. - - 127,500/0 $508,125/0
</TABLE>
During 1997, the only grants of Stock Options, Long-Term Incentive Plan
awards or Stock Appreciation awards was a grant to each of Messrs. Ginsburg and
Goldberg of 20,000 options, vesting over a twelve month period, exerciseable at
a price of $3.375 per share, as shown above.
Pursuant to amended employment agreements dated January 2, 1998 and
expiring December 31, 2002, Mr. Ginsburg is employed as the Company's President
and Chief Executive Officer at a base salary of $200,000 per year, and Mr.
Goldberg is employed as the Company's Executive Officer and Secretary at a base
salary of $150,000 per year, in each case with annual increases of 3%. Mr.
Ginsburg receives an annual bonus ranging (i )from 1% of the Company's pre-tax
profit if the Company's annual earnings per share increases over the prior year
by at least 5%, (ii) to 7% of the Company's pre-tax profit if the Company's
annual earnings per share increases over the prior year by at least 25%. Mr.
Goldberg receives an annual bonus ranging (i) from .9% in 1998 (.8% in 1999 and
.75% thereafter) of the Company's pre-tax profit if the Company's annual
earnings per share increases over the prior year by at least 5%, to (ii) 6.3% in
1998 (5.6% in 1999 and 5.25% thereafter) of the Company's pre-tax profit if the
Company's annual earnings per share increases over the prior year by at least
25%.
Edmond D. Costantini, Jr., age 43, 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.
For 1998 Mr. Costantini will receive a base salary of $110,000 per
year, plus an annual bonus ranging (i) from $12,500 if the Company's annual
earnings per share increases over the prior year by at least 7.5%, (ii) to
$120,000 if the Company's annual earnings per share increases over the prior
year by at least 35%. Mr. Costantini will also receive 10,000 stock options on
December 31, 1998, with an exercise price equal to the then current market value
and expiring after a period of five years, based on his continued employment
through December 31, 1998.
12
<PAGE>
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 of his employment agreement were not
terminated.
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 up 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 1997, no executive base salaries were reviewed or increased.
Bonus Plans. The Company establishes bonus plans intended to encourage
improved operating and financial results. Bonus plans are specified in
employment agreements ranging up to 5 years in duration and are subject to
review at the end of the contract term. The 1997 objectives for all executive
officers under their bonus plans were based on the Company's operating and
financial results measured by the Company's or its subsidiaries' income. The
Chief Executive Officer's 1997 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
20,000 stock options granted to each of the Company's Chief Executive Officer
and Executive Officer in 1997 reflected these policies and, as in the case of
other executive officers, the results of the Committee's review of their
performance and the overall performance of the Company.
13
<PAGE>
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 1997, Messrs. Cohen, Hamilton and Hernes served as the
Compensation 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, 1997, and compares this return with (i) the American Stock Exchange
Market Value Index and (ii) the 69 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, 1992 and that all dividends were reinvested.
300 ----------------------------------------------------------------------------
250---------------------------------------------------------------------------#-
*
200----------------------------------------------------------*------------------
@
* #
150-----------------------------------------------------------------------------
@
* * @
@
@
100#*@--------------------------------------------------------------------------
#
#
50-----------------------------------------------------------------------------
#
0-----------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
# = MARLTON TECHNOLOGIES * = SIC CODE @ = AMEX MARKET INDEX
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year Ending December 31
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Marlton Technologies Inc. 100 65.79 36.84 55.26 163.16 252.63
SIC Code 100 132.14 135.16 171.82 196.94 206.21
American Stock Exchange Index 100 118.81 104.95 135.28 142.74 171.76
</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.
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.
The Company acquired DMS Store Fixtures, Inc. (the "Acquisition") on
December 31, 1997. The aggregate consideration paid by the Company in the
Acquisition was (i) $14,500,000, (ii) 2,000,000 unregistered shares of Common
Stock and (iii) 250,000 shares of unregistered Common Stock issuable
conditioned upon DMS achieving at least $12,500,000 in cumulative pre-tax
earnings over the five year period following the closing date. The purchase
price was determined by negotiation between Robert B. Ginsburg, CEO of the
Company, and Ira Ingerman, the Co-Chairman and CFO of DMS. The Company's
financial advisor, Legg Mason Wood Walker Incorporated, provided its opinion
in connection with the acquisition that the aggregate consideration to be paid
by the Company was fair to the Company from a financial point of view. Prior
to the consummation of the Acquisition, Lawrence Schan, Ira Ingerman and
Stanley Ginsburg (collectively, the "DMS Principals") owned an aggregate of
15
<PAGE>
12.2% of the voting stock of the Company. Following the consummation of the
Acquisition, the DMS Principals own approximately 33.6% of the voting stock of
the Company (including the Common Stock already owned by the DMS Principals
prior to the Acquisition and excluding the contingent stock consideration
referred to above and excluding 171,900 shares held subject to the DMS
Employee Shareholders Agreement for the benefit of certain DMS employees).
Because the Company has cumulative voting for the election of directors and a
classified board, the DMS Principals will have the ability to elect, over a
period of three years following the consummation of the Acquisition, two of
the Company's five directors. In addition because the Company's restated
certificate of incorporation and the New Jersey Business Corporation Act
provide that certain matters require the approval of two-thirds of the
shareholders of the Company, the DMS Principals will effectively have the
right to prevent any such matters from being approved. Stanley Ginsburg is the
father of Robert B. Ginsburg, the President and CEO of the Company. The
purchase price was determined by negotiation between Robert B. Ginsburg, CEO
In accordance with the terms and conditions of the Acquisition, DMS
entered into employment agreements (the "Employment Agreements") with each of
the DMS Principals. Pursuant to the Employment Agreements, Stanley Ginsburg
serves as Co-Chairman and Chief Executive Officer, Mr. Ingerman serves as
Co-Chairman and Chief Financial Officer, and Mr. Schan serves as President and
Chief Operating Officer, respectively, of DMS. The Employment Agreements with
each of Messrs. Ginsburg and Ingerman are each for a term of five years,
expiring on the fifth anniversary of the Closing Date of the Acquisition, and
provides for each of Messrs. Ginsburg and Ingerman to receive an annual base
salary of $125,000. Mr. Schan's Employment Agreement is also for a term of
five years, and provides for him to receive an annual base salary of $250,000
plus incentive bonus payments based on the achievement by DMS of certain
levels of pre-tax profit (calculated after subtracting out the bonus), ranging
from a $10,000 bonus upon the achievement of a minimum of $120,000 in pre-tax
profit to a maximum bonus of $250,000 upon the achievement of pre-tax profit
of $1,800,000. DMS also maintains $2,000,000 of key man insurance on Mr.
Schan, and a $2,000,000 "second-to-die" policy on Messrs. Ingerman and
Ginsburg.
DMS leases its principal offices in King of Prussia, Pennsylvania from
Ingerman-Ginsburg Partnership, a general partnership whose partners are
Stanley Ginsburg and Ira Ingerman, pursuant to a Lease Agreement, dated March,
1984, as amended as of January 1, 1992, January 1, 1995 and July 1, 1996
(collectively, the "Lease"). The premises leased by DMS consist of 60,000
square feet of rentable space and constitutes one-half of the total rentable
square feet of a building owned by Ingerman-Ginsburg Partnership. The other
half of the building is occupied by a third party unrelated to either DMS, or
Messrs. Ginsburg or Ingerman. DMS pays rent in the amount of $3.00 per square
foot (triple net); provided that, in the event that the rental with respect to
the portion of the building rented to the unrelated third party is increased
after June 30, 1999 to more than $3.00 per square foot (triple net), the
rental paid by DMS will automatically be increased to that amount, with a
maximum of $4.00 per square foot. The term of the Lease expires on December
31, 2002, subject to a five year renewal option at a rental equal to fair
market value.
16
<PAGE>
Robert Ginsburg, the Company's President, CEO and a director, had an
outstanding loan from the Company during 1997 in the maximum aggregate amount
of $100,000. The principal amount outstanding at April 14, 1998 was $75,000.
This loan bears interest at the rate of 8% per annum, which is paid quarterly.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected the firm of Coopers & Lybrand as the Company's
independent public accountants for 1998. 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 1999 Annual Meeting, such proposals must
be received by the Secretary of the Company not later than December 28, 1998.
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-K, including financial
statements and financial statement schedules, for the year ended December 31,
1997 may be obtained without charge by writing to Marlton Technologies, Inc.,
28 28 Charter Road, Philadelphia, Pennsylvania 19154, Attention: Alan I.
Goldberg, Secretary.
17
<PAGE>
MARLTON TECHNOLOGIES, INC.
1992 DIRECTOR STOCK PLAN
Effective June 19, 1992
I. GENERAL
1.1 PURPOSE
The purpose of the Director Stock Plan ("Plan") is to foster and
promote the long-term financial success of Marlton Technologies, Inc.
("Marlton") and its affiliates by attracting and retaining nonemployee directors
by enabling them to participate in the corporation's growth through automatic,
nondiscretionary awards of stock ("Awards").
1.2 ELIGIBILITY
Eligibility in this Plan shall be limited to members of the Board of
Directors of Marlton, who at the time the Award is made are not employees or
officers of Marlton or its affiliates.
1.3 SHARES SUBJECT TO THE PLAN
Shares of stock covered by Awards under the Plan may be, in whole or in
part, authorized and unissued shares of Marlton's common stock, or previously
issued shares of common stock reacquired by Marlton including shares purchased
on the open market, or such other shares as may be substituted pursuant to
Section 3.3. ("Common Stock"). The maximum number of shares of Common Stock
which may be issued for all purposes under the Plan shall be 50,000 (subject to
adjustment pursuant to Section 3.3).
II. STOCK AWARDS
2.1 AWARD FORMULA
Effective with a Director's election at the 1992 Annual Meeting of
Shareholders, and on each subsequent date a Director is elected or reelected to
the Board of Directors of Marlton, such Director will automatically be granted
shares of fully vested Common Stock, at no cost to the Director, in an amount
equal to the then current annual director retainer fee divided by the average
market value on the ten trading days prior to the date of election. No
fractional shares will be issued. Each stock certificate evidencing an Award
shall be registered in the name of the Director and delivered to him or her on
that date, or as soon thereafter as practicable.
<PAGE>
2.2 AWARD LIMITATION
Subject to the limitations of Section 3.2, the award formula may be
modified from time to time by the Board of Directors, with respect to pricing,
timing and amount, but such formula will not be modified to provide an Award in
excess of the greater of (i) $5,000 in market value of Common Stock per Director
per year, or (ii) 1,000 shares of Common Stock per Director per year.
2.3 VESTING OF AWARDS
Awards will vest over the 12 month period of service as a director
subsequent to the date of the Award. In the event of failure to serve for the
full 12 month period for any reason other than death or disability, the unvested
portion of the Award will be forfeited and such shares may be reissued pursuant
to other Awards. Stock certificates representing Awards will bear a legend to
such effect.
III. ADMINISTRATION
3.1 ADMINISTRATION OF THE PLAN
The Plan shall be self-effectuating. Administrative determinations
necessary or advisable for the administration or interpretation of the Plan in
order to carry out its provisions and purposes shall be made by Marlton.
3.2 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN
The Board of Directors may suspend or terminate the Plan or any portion
thereof at any time and may amend the Plan from time to time in such respects as
the Board of Directors may deem advisable; provided, however, the Plan shall not
be amended more than once every six months, other than to comport with changes
in the Internal Revenue Code of 1986, as amended, or the rules promulgated
thereunder; and provided further, the Plan shall not be amended, without
shareholder approval to the extent required by law or the rules of any exchange
upon which the Common Stock is listed, (a) to materially increase the number of
shares of Common Stock which may be issued under the Plan, except as provided in
Section 3.3, (b) to materially modify the requirements as to eligibility for
participation in the Plan, or (c) to materially increase the benefits accruing
to Directors under the Plan. No such amendment, suspension or termination shall
make any change that would disqualify the Plan, or any other plan of Marlton
intended to be so qualified, from the exemption provided by Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.
<PAGE>
3.3 CAPITAL ADJUSTMENTS
In the event of a stock dividend or stock split, combination or other
reduction in the number of issued shares of Common Stock, a merger,
consolidation, reorganization, recapitalization, sale or exchange of
substantially all of the assets or dissolution of Marlton, the Board of
Directors shall, in order to prevent the dilution or enlargement of rights under
the Plan, make such adjustments in the number and type of shares authorized and
the number and type of shares that may be awarded under this Plan as may be
determined to be appropriate and equitable.
IV. MISCELLANEOUS
4.1 RIGHTS OF DIRECTORS
Nothing in the Plan shall confer upon any Director any right to serve
as a Director for any period of time or to continue his or her present or any
other rate of compensation.
4.2 REQUIREMENTS OF LAW
The granting of Awards and issuance of shares of Common Stock shall be
subject to all applicable rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
4.3 TERM OF PLAN
This Plan shall become effective upon its approval by the shareholders
of Marlton at their 1992 Annual Meeting, and shall continue in effect until
terminated by the Marlton Board of Directors or the Marlton shareholders.
<PAGE>
MARLTON TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 18, 1998
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 18, 1998, 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.)
_X__ Please mark your
votes as in this
example.
1. Election of Directors For Withheld Nominees: Fred Cohen
____ ____ Dr. William F. Hamilton
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
For, except vote withheld from HEREIN BY THE UNDERSIGNED
the following nominee(s): STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED IN
FAVOR THE NOMINEES FOR THE ELECTION
______________________________________ OF DIRECTIONS (WITH DISCRETIONARY
AUTHORITY OF THE PROXIES TO CUMULATE
VOTES). AND FOR THE PROPOSAL.
THE UNDERSIGNED HEREBY ACKNOWLEDGES
RECEIPT OF A COPY OF THE THE NOTICE
OF MEETING AND PROXY STATEMENT
RELATED TO SUCH ANNUAL MEETING
In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before
the Meeting, including without
limitation any matters which the
Board of Directors does not know a
reasonable time.
2. Proposal to Amend 1992 For Against Abstain
Directors Stock Plan [ ] [ ] [ ]
SIGNATURE_______________________________________ DATE________________, 1998
SIGNATURE_______________________________________ DATE________________, 1998
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.
