SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)(1)
Marlton Technologies, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
571263102
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(CUSIP Number)
Alan Goldberg
Marlton Technologies, Inc.
2828 Charter Road
Philadelphia, Pennsylvania 19154
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 13D
571263102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan I. Goldberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 1,300,772
SHARE
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,300,772
WITH
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,772
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
This Amendment No. 5 to Schedule 13D is being filed by Mr. Alan I.
Goldberg ("Goldberg") pursuant to Rule 13d-2(a) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Goldberg hereby
supplements and amends his Schedule 13D, as amended from time to time, as to the
following Items.
Item 1. Security and Issuer.
The securities to which this statement (the "Schedule 13D") relates are
the shares of common stock, no par value ("Shares"), of Marlton Technologies,
Inc. (the "Company"), a Pennsylvania corporation. The Company's principal
executive office is located at 2828 Charter Road, Philadelphia, Pennsylvania
19154.
Item 2. Identity and Background.
In Amendment No. 4 to Schedule 13D filed on November 26, 2002, Goldberg
reported that he, Jeffrey K. Harrow ("Harrow"), Scott J. Tarte ("Tarte") and
Robert B. Ginsburg ("Ginsburg"; Harrow, Tarte, Ginsburg and Goldberg referred to
collectively as the "Initial Group") intended to acquire the Company and may
have been deemed, pursuant to Section 13(d)(3) of the Exchange Act, to have
formed a group with respect to the Shares. In February 2003, the Company and
Redwood Acquisition Corp, an entity controlled by Messrs. Harrow and Tarte,
entered into a merger agreement pursuant to which each Share would be converted
into the right to receive $0.30 (other than Shares held by the Initial Group and
six other persons (referred to collectively as the "Redwood Group"). At the
completion of the merger, members of the Redwood Group would have been the
owners of Marlton. In June 2003, the Company and Redwood terminated the merger
agreement and in connection therewith, each member of the Initial Group has
disclaimed membership in such group and the Redwood Group. Accordingly, Goldberg
is no longer a member of the Initial Group or the Redwood Group.
Item 4. Purpose of Transaction.
As set forth in Item 2 above, which is incorporated herein by
reference, the Redwood Group had intended to acquire Marlton and at the
completion of the merger, the Redwood Group would have been the owners of
Marlton. The completion of the merger would have resulted in the occurrence of
one or more of the events described in paragraph (a) - (j) of Item 4 of Schedule
13D.
2
In June 2003, the Company issued a press release announcing that the
Company had agreed to a proposal by Redwood to terminate the merger agreement
and that the merger agreement had been terminated pursuant to the termination
agreement. As a result, the going private transaction contemplated by the merger
agreement will not proceed and each member of the Initial Group and the Redwood
Group has disclaimed any participation or membership in such group.
Goldberg may, from time to time, may acquire or dispose of Shares in
public or private transactions though, except as otherwise provided herein,
Goldberg does not currently have any plans that would result in the occurrence
of one or more of the events described in paragraphs (a) - (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Set forth below is a table reflecting the Shares
beneficially owned by each member of Initial Group:
Percentage
Name Number of Shares Number of Rights (2) Total Ownership (3)
---- ---------------- ---------------- ----- -------------
Tarte 2,000,000 2,000,000 4,000,000 26.9%
Harrow 2,005,000 2,025,734 4,030,734 27.1%
Goldberg 404,551(1) 896,221 1,300,772 9.4%
Ginsburg 1,044,363(1) 1,630,021 2,674,384 18.3%
(1) Excludes 228,097 shares held by the Company's 401(k) plan of which
such person is a trustee. Such person disclaims beneficial
ownership of the Shares held by such plan, except for those Shares
held for his direct benefit as a participant in such plan.
(2) The term "Rights" refers to options, warrants and other rights to
acquire Shares within 60 days of the date hereof.
(3) Percentage ownership is calculated pursuant to Rule 13d-3(d)
promulgated under the Exchange Act and on the basis, as indicated
in the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2003, that 12,845,096 shares of Common Stock are
outstanding.
Goldberg disclaims beneficial ownership of the Shares reflected in the
table above as beneficially owned by the other members of the Initial Group.
3
Goldberg has sole voting power and sole dispositive power with respect
to the Shares reflected as owned by him in the table above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as described in Items 4 and 5, Goldberg is not a party to
any contract, arrangement, understanding or relationship with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, divisions of profits or losses or the
giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
Incorporated by reference to the exhibits previously filed with respect
to the Schedule 13D originally filed by Goldberg, as amended from time to time,
to the extent such exhibit is responsive to this item.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 2003
/s/ ALAN I. GOLDBERG
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ALAN I. GOLDBERG