<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
Marlton Technologies, Inc.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Alan I. Goldberg
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 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, 1999
-------
To the Shareholders of MARLTON TECHNOLOGIES, INC.:
The Annual Meeting of Shareholders of MARLTON TECHNOLOGIES, INC. will
be held on Friday, June 18, 1999 at 9:00 a.m. at the Main 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, 1999 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, 1999
================================================================================
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road
Philadelphia, Pennsylvania 19154
---------
PROXY STATEMENT
---------
Annual Meeting of Shareholders
To Be Held June 18, 1999
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, 1999 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 1998 Annual Report of
the Company are first being mailed to the Company's shareholders on or about
April 30, 1999.
VOTING RIGHTS
Only shareholders of record at the close of business on April 23, 1999
(the "Record Date") will be entitled to vote at the meeting. On that date there
were outstanding 7,273,765 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
1
<PAGE>
quorum but will not be counted otherwise, and broker non-votes on specific
matters will not be counted for any purpose.
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) 12.4%
Stanley D. Ginsburg
50 Belmont Ave., #1014
Bala Cynwyd, PA 19004 740,442(2) 10.2
Ira Ingerman
1300 Centennial Road
Narberth, PA 19072 735,642(2) 10.1
Lombard Associates (3)
115 East 62nd Street
New York, New York, 10021 704,126 9.7
Robert B. Ginsburg
2828 Charter Road
Philadelphia, Pennsylvania 19154 657,029(4)(5) 8.4
Alan I. Goldberg
2828 Charter Road
Philadelphia, Pennsylvania 19154 656,592(5)(6) 8.4
Tsubasa System Co. Ltd. ("Tsubasa")
Tachibana Annex Building
2-25-14 Kameido, Koto-Ku
Tokyo, Japan 136 500,000(7) 6.9
Fred Cohen 150,093(8) 2.1
E.D. Costantini, Jr. 143,416(9) 2.0
Dr. William F. Hamilton 104,002(10) 1.4
Seymour Hernes 83,672(11) 1.1
Jeffrey Harrow 17,398(12) .2
All directors and executive officers as a group (7 persons) 1,812,202(4,5,6,8,9, 21.2
_____________ 10,11,12)
</TABLE>
2
<PAGE>
(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 288,192 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 (28.8% of the shares of
Common Stock outstanding); Mr. Ingerman may be deemed to beneficially own
2,264,292 shares (31.1% of the shares of Common Stock outstanding); Mr.
Schan may be deemed to beneficially own 1,809,100 shares (24.9% of the
shares of Common Stock outstanding) and the Trust may be deemed to
beneficially own 1,809,000 shares (24.9% of the shares of Common Stock
outstanding). These individuals collectively may be deemed to beneficially
own 2,552,584 shares (35.1% 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) Lombard Associates is a sole proprietorship owned by Charles P. Stetson,
Jr.
(4) Includes an aggregate of 573,577 shares which Mr. Ginsburg 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 83,041 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 554,222 shares which Mr. Goldberg 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
40,000 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 10,000 shares which Mr. Costantini may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options.
(10) Includes an aggregate of 52,398 shares which Dr. Hamilton may acquire
within 60 days after the Record Date upon the exercise of outstanding stock
options.
(11) 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 51,199 shares which Mr. Hernes may acquire within 60 days after the
Record Date upon the exercise of outstanding stock options.
(12) Includes an aggregate of 12,398 shares which Mr. Harrow may acquire within
60 days after the Record Date upon the exercise of outstanding stock
options.
<PAGE>
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
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
4
<PAGE>
Store Fixtures Corp. ("New DMS") at the expiration 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.
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 six. Robert B. Ginsburg and Jeffrey Harrow have
been designated by the Board as its nominees for election as directors at the
Annual Meeting, to serve for the term expiring in 2002. Since only two nominees
are to be elected, proxies cannot be voted for more than two individuals.
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.
5
<PAGE>
<TABLE>
<CAPTION>
Director
Name Age Since
---- --- -----
<S> <C> <C> <C>
Nominees for Three-Year Term:
Robert B. Ginsburg . . . . . . . . . . . . . 45 1990
Jeffrey Harrow . . . . . . . . . . . . . . . 42 1998
Directors Continuing in Office until 2000 Annual Meeting:
Alan I. Goldberg . . . . . . . . . . . . . . 47 1991
Seymour Hernes . . . . . . . . . . . . . .. 72 1968
Director Continuing in Office until 2001 Annual Meeting:
Fred Cohen . . . . . . . . . . . . . . . . . 71 1966
Dr. William F. Hamilton . . . . . . . . . .. 59 1988
</TABLE>
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.
Jeffrey Harrow served as the President and Chief Executive Officer of
Travel One, Inc. from 1982 until the company was sold to American Express
Company in November 1998. Since November 1998, Mr. Harrow has served as Vice
President of American Express One. Both of such companies provide corporate and
group travel services.
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).
6
<PAGE>
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 1998, the Company's
directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirement, except each of Messrs. Costantini, Ginsburg,
Goldberg and Hernes reported one transaction during 1998 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 1998. All meetings were
attended by all of the directors who were in office at the time.
Directors not employed by the Company 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. Directors employed by the
Company receive no additional compensation for their services as directors of
the Company. Members of the Audit and Compensation Committee who are not
employees of the Company 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. 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
that the aggregate discount on all such options equals the amount of the cash
retainer foregone by the director. These options vest over a one year period of
service as a director and expire after a period of five years.
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.
7
<PAGE>
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 $100,000:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------ --------------------------------
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Awards Options/ Payouts sation
Principal Position Year ($) ($) ($) ($) SARs (#) ($) ($) (1)
- ------------------ ---- --- --- --- --- -------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 1998 200,000 225,000 - - 80,000 - 2,350
President & CEO 1997 145,000 165,681 - - 20,000 - 2,350
1996 145,000 152,000 - - - - 1,000
Alan I. Goldberg 1998 150,000 202,500 - - 59,000 - 4,000
Executive Officer 1997 100,000 165,681 - - 20,000 - 3,000
& Secretary 1996 100,000 152,000 - - - - 1,000
E. D. Costantini, Jr. 1998 110,000 100,000 - - 10,000 - 2,350
CFO & Treasurer 1997 100,000 123,646 - - - - 3,000
1996 100,000 89,560 - - 60,000 - 1,000
Lawrence Schan 1998 250,000 250,000 - - - - 750
President and COO
Of DMS
</TABLE>
- -----------------------
(1) Consists solely of reimbursement of life insurance premiums and up to
$1,000 per year per individual for Company matching 401K Plan contributions
in the form of restricted Common Stock, which Plan is available to all
non-union employees of the Company.
8
<PAGE>
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
-------------------------------- ----------- -------------
Potential Realizable Value
Number of % of Total Assumed Annual
Securities Options/SARs Exercise Rates of Stock Price
Underlying Granted to or Base Appreciation
Options/SARs Employees in Price Expiration For Option Term
-----------------------------
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert B. Ginsburg 80,000 16.8 4.875 1/15/08 245,269 621,560
Alan I. Goldberg 59,000 12.4 4.875 1/15/08 180,886 458,400
E. D. Costantini, Jr. 10,000 2.1 4.13 1/15/04 11,410 25,214
</TABLE>
- ----------------------
(1) Options vest at the rate of 1,667 per month for Mr. Ginsburg and 1,230 per
month for Mr. Goldberg, in each case based on continued employment.
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 30,000 95,550 566,909/61,663 1,279,644/0
Alan I. Goldberg 37,800 120,393 549,302/45,470 1,247,324/0
E. D. Costantini, Jr. 127,500 375,000 10,000/0 0/0
</TABLE>
- ------------------
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 44, 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
9
<PAGE>
industry from 1980 through May 1990 in various capacities, including founder and
President/Chief Financial Officer of Hansen Leasing Corporation.
For 1998 Mr. Costantini received 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 increased over the prior year by at least 7.5%, (ii) to $120,000 if
the Company's annual earnings per share increased over the prior year by at
least 35%. Mr. Costantini also received 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. The Company and Mr. Costantini are currently negotiating a new
compensation plan for Mr. Costantini for the period commencing January 1, 1999.
Lawrence Schan, age 51, has served as the President and Chief Operating
Officer of DMS Store Fixtures, which was acquired by the Company in December
1997, for a period of over five years. DMS provides store fixtures and
point-of-purchase displays to national retailers. Mr. Schan's Employment
Agreement is for a term of five years commencing December 31, 1997 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.
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.
Compensation Committee Report on Executive Compensation
-------------------------------------------------------
The Compensation Committee of the Board of Directors, composed of three
of the Company's 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 1998, the base salaries of the Company's Chief Executive Officer, Executive
Officer and Chief Financial Officer were increased as described above under the
heading "Executive Officers and Compensation".
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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 1998 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 1998 plan was linked to operating and financial
results by providing for a bonus basis on the Company's annual earnings per
share increase in 1998 over 1997.
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
80,000, 59,000 and 10,000 stock options granted to the Company's Chief Executive
Officer, Executive Officer and Chief Financial Officer, respectively, in 1998
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.
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 1998, 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.
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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, 1998 and compares this return with (i) the American Stock Exchange
Market Value Index and (ii) the 70 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, 1993 and that all dividends were reinvested.
[OBJECT OMITTED]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Marlton Technologies, Inc. 100.00 56.00 84.00 248.00 384.00 264.00
SIC Code 100.00 102.29 130.03 149.04 156.05 115.94
American Stock Exchange Index 100.00 88.33 113.86 120.15 144.57 142.61
</TABLE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DMS Store Fixtures, a Company subsidiary, 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. Messrs Stanley Ginsburg and Ira Ingerman are listed under Security
Ownership as 5% or more beneficial owners of the Company's Common Stock, and
Stanley Ginsburg is the father of Robert B. Ginsburg, the President and CEO of
the Company.
Robert Ginsburg, the Company's President, CEO and a director, had an
outstanding loan from the Company during 1998 in the maximum aggregate principal
amount of $75,000. The principal amount outstanding at April 23, 1999 was
$50,000.
This loan bears interest at the rate of 6% per annum, which is paid quarterly.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected the firm of PricewaterhouseCoopers as the
Company's independent public accountants for 1999. A representative of
PricewaterhouseCoopers 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 2000 Annual Meeting, such proposals
must be received by the Secretary of the Company not later than December 30,
1999.
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
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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,
1998 may be obtained without charge by writing to Marlton Technologies, Inc.,
2828 Charter Road, Philadelphia, Pennsylvania 19154, Attention: Alan I.
Goldberg, Secretary.
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MARLTON TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 18, 1999
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, 1999, at 9:00 A.M. at the Main 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.)
<TABLE>
<CAPTION>
_X__ Please mark your
votes as in this
example.
<S> <C> <C> <C> <C> <C> <C>
1. Election of Directors For Withheld Nominees: Robert B. Ginsburg THIS PROXY WHEN PROPERLY EXECUTED WILL BE
____ ____ Jeffrey Harrow VOTED 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 DIRECTORS (WITH
DISCRETIONARY AUTHORITY OF THE PROXIES TO
CUMULATE VOTES).
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF
For, except vote withheld from the following A COPY OF THE THE NOTICE OF MEETING AND PROXY
STATEMENT RELATED TO SUCH ANNUAL MEETING.
nominee(s): 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 did not have notice of a
reasonable time before the mailing of these
proxy materials.
SIGNATURE__________________________ DATE _______, 1999 SIGNATURE ______________________________ DATE _______, 1999
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.
</TABLE>
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