UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number
NOTIFICATION OF LATE FILING 1-7708
(CHECK One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: December 31, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I --REGISTRANT INFORMATION
Marlton Technologies, Inc
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Full Name of Registrant
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Former Name if Applicable
2828 Charter Road
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19154
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
form 10-K, form 20-f, 11-K or Form N-SAR, or portion thereof, will
[X] be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The issuer is unable to file its annual report on Form 10-K within the
prescribed time frame as it has not yet caused the completion of a review of
certain transactions reflective of its internal controls, which transactions
are currently believed by the issuer to not be material in amount to the issuer
in the aggregate.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen P. Rolf, Chief Financial Officer 215 676-6900
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the securities Exchange act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports(s) been
filed? If answer is no. identify report(s). X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Company expects sales to decrease approximately 8% for 2003
as compared with the previous year's sales, and anticipates a $2.2 million net
loss in 2003 as compared with a $19.8 million net loss in 2002. During 2003, the
Company recorded a restructuring provision of $1.1 million in connection with
the relocation and consolidation of its West Coast operations, incurred expenses
of $0.3 million related to a terminated merger agreement and recorded an
impairment loss of $0.3 million for an investment in an affiliate. During 2002,
the Company adopted a new accounting principle for goodwill (Statement of
Financial Accounting Standards No. 142), which resulted in an impairment loss of
$12.4 million recorded as the cumulative effect of a change in accounting
principle. The Company also recorded a $1.2 million write down of its investment
in an affiliate company and a $5.4 million income tax valuation allowance in
2002.
Marlton Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2004 By /s/ Stephen P. Rolf
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Stephen P. Rolf
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be
typed or printed beneath the signature. If the statement is
signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the
registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange act of 1934.
2. One signed original and four conformed copies of this form and amendment
therto must be completed and filed with the securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of
regulation S-T (ss.232.13(b) of this chapter).