SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3
(ss.240.13e-3) thereunder)
Amendment No.1
Marlton Technologies, Inc.
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(Name of the Issuer)
Marlton Technologies, Inc., Redwood Acquisition Corp., Jeffrey K.
Harrow, Scott J. Tarte, Robert B. Ginsburg, Alan I. Goldberg,
Donald R. Sparks, Sr., Fred Cohen, Seymour Hernes and Charles P.
Stetson, Jr. (a/k/a Lombard Associates).
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(Name of Person(s) Filing Statement)
Common Stock, no par value per share
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(Title of Class of Securities)
571263102
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(CUSIP Number of Class of Securities)
Alan I. Goldberg, Corporate Secretary
Marlton Technologies, Inc.
2828 Charter Road
Philadelphia, Pennsylvania 19154
Avron I. Brog, Esq.
Robinson Brog Leinwand Greene Genovese & Gluck P.C.
1345 Avenue of the Americas
New York, New York 10105
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1]. Regulation 14C [17CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [ss.240.13e-3(c)] under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ X ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
Transaction Amount of filing fee
valuation * $176.15
$1,914,652.20
* Set forth the amount on which the filing fee is calculated and state
how it was determined. The value of the transaction is $1,914,652.20, calculated
as follows: 6,382,174 shares of common stock are being acquired in the merger
for $.30 per share. The consideration payable with respect to the warrants to
acquire 100,000 shares of Common Stock, after giving effect to the exercise
price therefor, is a negative amount and, accordingly, is not included in this
calculation.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $176.15
Form or Registration No.: SCHEDULE 14A - PRELIMINARY PROXY STATEMENT
Filing Party: Marlton Technologies,
Inc.
Date Filed: February 26, 2003
Instruction: Eight copies of this statement, including all exhibits, should be
filed with the Commission.
CROSS REFERENCE SHEET
This Amendment No. 1 (the "Amendment") to Schedule 13E-3 amends and
supplements the Schedule 13E-3 filed with the SEC on February 26, 2003 (the
"Original Filing") by Marlton Technologies, Inc. ("Marlton"), a Pennsylvania
corporation, Redwood Acquisition Corp., a Pennsylvania corporation ("Redwood"),
Jeffrey K. Harrow, Scott J. Tarte, Robert B. Ginsburg, Alan I. Goldberg, Michael
Tomkin, Donald R. Sparks, Sr., Fred Cohen, Charles P. Stetson, Jr. (a/k/a/
Lombard Associates) and Seymour Hernes (collectively, the "Affiliated
Shareholders"). (Michael Tomkin ceased to be an Affiliated Shareholder in
February/March 2003).
Item 15. Additional Information.
This Amendment is filed in connection with the Agreement and Plan of
Merger dated as of February 20, 2003 by and between Marlton and Redwood. On June
20, 2003, Marlton issued a press release announcing that it had agreed to a
proposal by Redwood to terminate the merger agreement. As a result of the
termination of the merger agreement, the going private transaction described in
the Original Filing will not be completed.
Item 16. Exhibits.
Item 16 of the Schedule 13E-3 is hereby amended by adding the following
information:
(a) Marlton's Press Release dated June 20, 2003.
(b) Termination Agreement by and between Marlton and Redwood.
Item 16 (a)
Marlton Terminates Merger
Philadelphia, PA, June 20, 2003 - Marlton Technologies, Inc. ("Marlton") (ASE:
MTY) has agreed to a proposal by Redwood Acquisition Corp. ("Redwood") to
terminate their Agreement and Plan of Merger dated as of February 20, 2003 (the
"Merger Agreement"), and has decided to remain an independent public company.
In the Fall of 2002, the Marlton Board of Directors appointed a Special
Committee of independent Directors to evaluate and make a recommendation to the
Board regarding Redwood's offer and any other competing offers to acquire the
Company. The Special Committee, after considering and evaluating a number of
factors relating to Marlton, the proposal by Redwood to terminate the Merger
Agreement and the two other preliminary inquiries regarding possible
acquisitions of Marlton, and after consulting with its independent financial
advisor and counsel, recommended to Marlton's Board of Directors that it accept
Redwood's proposal to terminate the Merger Agreement and that it not pursue
discussions with the two other potential acquirers. Marlton's Board of Directors
accepted the recommendations of the Special Committee and executed an agreement
with Redwood terminating the Merger Agreement.
Marlton Technologies, Inc., through its Sparks Exhibits & Environments and DMS
Store Fixtures subsidiaries, is engaged in the design, marketing and production
of trade show, museum, theme park and themed interior exhibits and store fixture
and point of purchase displays, both domestically and internationally.
This press release may contain statements that are forward-looking within the
meaning of applicable federal securities laws and may be based on Marlton's
current expectations and assumptions, which are subject to a number of risks and
uncertainties that could cause the actual results to differ materially from
those anticipated. Factors that could cause actual results to differ include the
factors set forth in Marlton's annual report on Form 10-K for the fiscal year
ended December 31, 2002, and as may be updated in any subsequent quarterly
report on Form 10-Q, all filed with the Securities and Exchange Commission.
Contact: Alan Goldberg
Phone: (215) 676-6900
E-mail: agoldberg@sparksonline.com
Item 16(b)
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of June 19, 2003 (the "Agreement")
, is by and between Redwood Acquisition Corp., a Pennsylvania corporation (the
"Purchaser"), and Marlton Technologies, Inc., a Pennsylvania corporation (the
"Company").
W I T N E S S E T H :
WHEREAS, the Company and Purchaser have entered into an Agreement and
Plan of Merger dated February 20, 2003 (the "Merger Agreement"), whereby the
Company would merge with and into the Purchaser, with the Purchaser being the
surviving entity (the "Merger");
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the
Merger Agreement may be terminated at any time pursuant to the mutual consent of
the Purchaser and the Company; and
WHEREAS, the Purchaser and the Company have mutually decided to
terminate the Merger Agreement and not to effectuate the Merger.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
1. Termination of the Merger Agreement:
(a) The Merger Agreement is hereby terminated pursuant to
Section 7.1(a) of the Merger Agreement as of the date hereof. The Merger
Agreement is therefore void and of no further effect, and neither party has any
further rights or obligations to other arising from, under or out of the Merger
Agreement or the transaction contemplated thereby, except that Sections 5.4(b),
7.2 and 9.1 of the Merger Agreement shall survive the termination of the Merger
Agreement.
(b) The parties agree that the Company shall not be required
to pay to the Purchaser its Legal Fees (as defined in the Merger Agreement).
(c) The Company and the Purchaser shall prepare and file with
the Securities and Exchange Commission (the "SEC") an amendment to the Schedule
13E-3 to reflect the termination of the Merger Agreement. Each party shall
cooperate and cause its representatives to cooperate with the other party's
representatives in the preparation and filing of the amendment to the Schedule
13E-3 and any other required filings with the SEC.
2. Miscellaneous:
(a) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to any principles of conflicts of law.
(b) This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, and may not be waived orally.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized as of the date first
written above.
REDWOOD ACQUISITION CORP.
By: ___________________
Name: Jeffrey K. Harrow
Title: Chairman of the Board
MARLTON TECHNOLOGIES, INC.
By: ___________________
Name: Robert B. Ginsburg
Title: President
SIGNATURE
After due 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.
Marlton Technologies, Inc.
July 2, 2003 By: /s/ Jeffrey K. Harrow
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Jeffrey K. Harrow, Chairman of the Board
Redwood Acquisition Corp.
July 2, 2003 By: /s/ Scott J. Tarte
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Scott J. Tarte, President
July 2, 2003 /s/ Jeffrey K. Harrow
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Jeffrey K. Harrow
July 2, 2003 /s/ Scott J. Tarte
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Scott J. Tarte
July 2, 2003 /s/ Robert B. Ginsburg
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Robert B. Ginsburg
July 2, 2003 /s/ Alan I. Goldberg
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Alan I. Goldberg
July 7, 2003 /s/ Donald R. Sparks, Sr.
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Donald R. Sparks, Sr.
July 8, 2003 /s/ Fred Cohen
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Fred Cohen
July 14, 2003 /s/ Seymour Hernes
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Seymour Hernes
July 7, 2003 /s/ Charles P. Stetson, Jr.
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Charles P. Stetson, Jr.,
a/k/a Lombard Associates