<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 22, 2000
---------------
To the Shareholders of MARLTON TECHNOLOGIES, INC.:
The Annual Meeting of Shareholders of MARLTON TECHNOLOGIES, INC. will
be held on Thursday, June 22, 2000 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 24, 2000 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO COMPLETE, DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By order of the Board of Directors
Alan I. Goldberg
Secretary
Philadelphia, Pennsylvania
April 28, 2000
================================================================================
<PAGE>
MARLTON TECHNOLOGIES, INC.
2828 Charter Road
Philadelphia, Pennsylvania 19154
------------
PROXY STATEMENT
------------
Annual Meeting of Shareholders
To Be Held June 22, 2000
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 22, 2000 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 1999 Annual Report of
the Company are first being mailed to the Company's shareholders on or about
April 28, 2000.
VOTING RIGHTS
Only shareholders of record at the close of business on April 24, 2000
(the "Record Date") will be entitled to vote at the meeting. On that date there
were outstanding 7,362,975 shares of the Company's Common Stock, par value $.10
per share (the "Common Stock"). Each share is entitled to one vote on all
matters, except that cumulative voting rights are in effect for the election of
directors. Each shareholder may cast as many votes as there are directors to be
elected for each share held by him, and may cast his total number of votes for
one nominee or divide the total among any number of nominees. The two candidates
receiving the greatest number of votes cast will be elected as directors of the
Company. The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present and entitled to vote at the Annual Meeting is
required to approve any other proposals for which proxies from shareholders are
being solicited pursuant to this Proxy Statement. Abstentions will be counted
for purposes of determining a quorum but will not be counted otherwise, and
broker non-votes on specific matters will not be counted for any purpose.
1
<PAGE>
SECURITY OWNERSHIP
The following table sets forth certain information as of the Record
Date with respect to (i) those persons known by the Company to be the beneficial
owners of 5% or more of the Company's Common Stock, and (ii) each director,
nominee, executive officer, and all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
Amount and Nature Percent
of Beneficial of
Name and Address of Beneficial Owner Ownership Class (1)
------------------------------------ ------------------ ---------
<S> <C> <C>
Lawrence Schan
250 King Manor Drive
King of Prussia, PA 19406 ........................................... 904,600 (2) 12.3
Stanley D. Ginsburg
50 Belmont Ave., #1014
Bala Cynwyd, PA 19004 ............................................... 772,492 (2) 10.5
Ira Ingerman
1300 Centennial Road
Narberth, PA 19072 .................................................. 731,392 (2) 9.9
Lombard Associates (3)
115 East 62nd Street
New York, New York, 10021 ........................................... 704,126 9.6
Robert B. Ginsburg
2828 Charter Road
Philadelphia, Pennsylvania 19154 .................................... 677,396 (4)(5) 8.5
Alan I. Goldberg
2828 Charter Road
Philadelphia, Pennsylvania 19154 .................................... 671,352 (5)(6) 8.5
Tsubasa System Co. Ltd. ("Tsubasa")
Tachibana Annex Building
2-25-14 Kameido, Koto-Ku
Tokyo, Japan 136 .................................................... 500,000 (7) 6.8
Fred Cohen ............................................................. 160,093 (8) 2.2
E.D. Costantini, Jr. ................................................... 143,779 (9) 2.0
Dr. William F. Hamilton ................................................ 114,002 (10) 1.5
Seymour Hernes ......................................................... 93,672 (11) 1.3
Jeffrey Harrow ......................................................... 27,398 (12) .4
Stephen P. Rolf ........................................................ 1,000 -
All directors and executive officers as a group (8 persons) ............ 1,887,966 (4,5,6,8,9, 21.6
_____________ 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 320,242 shares of Common Stock, Mr. Ingerman
directly owns 279,142 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 2,129,242 shares (28.9% of the shares of
Common Stock outstanding); Mr. Ingerman may be deemed to beneficially own
2,260,042 shares (30.7% of the shares of Common Stock outstanding); Mr.
Schan may be deemed to beneficially own 1,809,100 shares (24.6% of the
shares of Common Stock outstanding) and the Trust may be deemed to
beneficially own 1,809,000 shares (24.6% of the shares of Common Stock
outstanding). These individuals collectively may be deemed to beneficially
own 2,580,384 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 320,242 shares, shared voting power with
respect to 1,809,000 shares and sole investment power with respect to
772,492 shares; Mr. Ingerman has sole voting power with respect to 451,042
shares, shared voting power with respect to 1,809,000 shares and sole
investment power with respect to 731,392 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 593,581 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 90,249 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 568,982 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
50,000 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 62,398 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 61,199 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 22,398 shares which Mr. Harrow may acquire within
60 days after the Record Date upon the exercise of outstanding stock
options.
3
<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
4
<PAGE>
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
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. Alan I. Goldberg and Seymour Hernes have been
designated by the Board as its nominees for election as directors at the Annual
Meeting, to serve for the term expiring in 2003. 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>
Director
Name Age Since
---- --- -----
Nominees for Three-Year Term:
Alan I. Goldberg .............................. 48 1991
Seymour Hernes ................................ 73 1973
Director Continuing in Office until 2001 Annual Meeting:
Fred Cohen .................................... 72 1966
Dr. William F. Hamilton ....................... 60 1988
Directors Continuing in Office until 2002 Annual Meeting:
Robert B. Ginsburg ............................ 46 1990
Jeffrey Harrow ................................ 43 1998
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
Corporation (NYSE), 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.
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. From November 1998 until October 1999, Mr. Harrow
served as Vice President of American Express One. Both of such companies provide
corporate and group travel services. Since November 1999, Mr. Harrow has served
as Chief Executive Officer of CMPExpress.com, Inc., an e-procurement source of
IT products.
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 1999, the Company's
directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirement.
MEETINGS OF THE BOARD AND COMMITTEES, ATTENDANCE AND FEES
Four meetings of the Board were held during 1999. 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 1999 206,000 - - - - - 4,500
President & CEO 1998 200,000 225,000 - - 80,000 - 2,350
1997 145,000 165,681 - - 20,000 - 2,350
Alan I. Goldberg 1999 154,500 - - - - - 4,500
Executive Officer 1998 150,000 202,500 - - 59,000 - 4,000
& Secretary 1997 100,000 165,681 - - 20,000 - 3,000
E. D. Costantini, Jr. 1999 115,000 48,000 - - - - 3,000
CFO & Treasurer 1998 110,000 100,000 - - 10,000 - 2,350
1997 100,000 123,646 - - - - 3,000
Lawrence Schan 1999 250,000 75,000 (2) - - - - 1,000
President and COO 1998 250,000 250,000 - - - - 750
of DMS
</TABLE>
- -----------------------
(1) Consists solely of reimbursement of life insurance premiums and up to $1,000
per year per individual for Company matching 401K Plan contributions in the
form of restricted Common Stock, which Plan is available to all non-union
employees of the Company.
(2) Subject to final reconciliation.
8
<PAGE>
There were no stock options, stock appreciation rights or long-term
incentive plans granted to any of the above individuals in 1999.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the Money
Options/SAR Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert B. Ginsburg -- -- 586,913/41,659 537,858/0
Alan I. Goldberg -- -- 564,062/30,710 523,138/0
E. D. Costantini, Jr. -- -- 10,000/0 0/0
Lawrence Schan -- -- 0/0 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 $206,000 for 1999, and Mr.
Goldberg is employed as the Company's Executive Officer and Secretary at a base
salary of $154,500 for 1999, 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 .75% 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) 5.25% 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 45, served as Chief Financial Officer
and Treasurer of the Company from January 1991 through December 1999, and is
currently providing finance, accounting, tax and corporate development
consulting services to 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.
9
<PAGE>
Lawrence Schan, age 52, 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.
Stephen P. Rolf, age 44, became Chief Financial Officer and Treasurer
of the Company in January 2000. Mr. Rolf was employed from 1977 to December 1999
by Hunt Corporation, a New York Stock Exchange listed manufacturer and
distributor of office and graphics products, in various financial capacities,
including Vice President and Controller.
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 1999, the base salaries of the Company's Chief Executive Officer and
Executive Officer were increased by 3% in accordance with their respective
employment agreements, as described above under the heading "Executive Officers
and Compensation", and the base salary of the Company's former Chief Financial
Officer was increased by 9.1% effective July 1, 1999.
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 1999 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 1999 plan was linked to operating and financial
results by providing for a bonus based on the Company's annual earnings per
share increase in 1999 over 1998.
10
<PAGE>
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. No
stock options were granted to the Company's executive officers in 1999 based on
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 1999, 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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<PAGE>
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, 1999 and compares this return with (i) the American Stock Exchange
Market Value Index, and (ii) the 146 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, 1994 and that all dividends were reinvested.
[OBJECT OMITTED]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Marlton Technologies, Inc. 100.00 150.00 442.86 685.71 471.43 321.43
SIC Code 100.00 127.12 145.71 152.56 113.35 161.08
American Stock Exchange Index 100.00 128.90 136.01 163.66 161.44 201.27
</TABLE>
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company previously leased its principal facility in Philadelphia
from an independent third party pursuant to a lease expiring October 1, 2004,
with renewal options at a rental equal to fair market value. The triple net rent
was $2.44 per square foot until October 1, 1999, $ 2.54 until October 1, 2001, $
2.61 until October 1, 2002, $2.60 until October 1, 2003 and $2.70 until October
1, 2004. In May 1999, 2828 Partnership L.P., a limited partnership whose general
partners are Stanley Ginsburg and Ira Ingerman, purchased the Philadelphia
facility, and entered into a new lease with Sparks (the "New Lease"). The New
Lease provides for a term of 20 years, an option for Sparks to terminate after
10 years subject to the landlord's ability to relet the premises, triple net
rent for the first 10 years at a rate of $ 2.59 per foot and thereafter at a
formula rate based on the hypothetical refinanced mortgage debt, plus $.74 per
square foot. Upon a change in control of the Company, the rent will be reset at
then fair market value if greater than the existing base rent. Following this
transaction, the Company built a 15,800 square foot addition onto the facility
to accommodate its need for additional office space for its internal needs and
to relocate the DMS operations into this location, at a total cost of
approximately $1,500,000. Upon completion of this addition, the landlord
reimbursed the Company for its actual construction costs, less certain financing
and closing costs, and the triple net rent was increased by $13,666.75 per month
for the remainder of the first 10 years, reflecting the additional debt service
and costs incurred by the landlord to finance the addition.
DMS Store Fixtures, a Company subsidiary, leased its principal facility
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
consisted of 60,000 square feet of rentable space and constitute 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 paid 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 was
increased after June 30, 1999 to more than $3.00 per square foot (triple net),
the rental paid by DMS would automatically be increased to that amount, with a
maximum of $4.00 per square foot. The term of the Lease expired on December 31,
2002, subject to a five-year renewal option at a rental equal to fair market
value. DMS and the Ingerman-Ginsburg Partnership mutually agreed to terminate
the Lease effective March 31, 2000, at which time the DMS operations were
consolidated into the Company's Philadelphia facility.
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.
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<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected the firm of PricewaterhouseCoopers as the
Company's independent public accountants for 2000. 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 2001 Annual Meeting, such proposals
must be received by the Secretary of the Company not later than December 30,
2000.
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,
1999 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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<PAGE>
MARLTON TECHNOLOGIES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS JUNE 22, 2000
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 22, 2000, 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>
1. Election of Directors For Withheld Nominees: Alan I. Goldberg THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
____ ____ Seymour Hernes MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR
For, except vote withheld from the following OF THE NOMINEES FOR THE ELECTION OF DIRECTORS (WITH
nominee(s): DISCRETIONARY AUTHORITY OF THE PROXIES TO CUMULATE VOTES).
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF
______________________________________ THE NOTICE OF MEETING AND PROXY STATEMENT RELATED TO SUCH
ANNUAL MEETING.
In their discretion, the Proxies are authorized to 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________________, 2000 SIGNATURE________________________ DATE ________________, 2000
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>
15
