-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sn018W7LsPlLTZ+WwyzZs5NUnRN+ajBuFPmNlvX70L/W0+nbjM0mKrln8+x7/v7h n0O7bRMD/ik9JfbFWNRRYg== 0001046211-01-500058.txt : 20020412 0001046211-01-500058.hdr.sgml : 20020412 ACCESSION NUMBER: 0001046211-01-500058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARLTON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000096988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 221825970 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10673 FILM NUMBER: 1805114 BUSINESS ADDRESS: STREET 1: 2828 CHARTER RD STE 101 CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 2156766900 MAIL ADDRESS: STREET 1: 2828 CHARTER RD CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: TELESCIENCES INC DATE OF NAME CHANGE: 19880201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDBERG ALAN CENTRAL INDEX KEY: 0001163022 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ROBINSON BROG STREET 2: 1345 SIXTH AVE CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2126030490 MAIL ADDRESS: STREET 1: C/O ROBINSON BROG STREET 2: 1345 SIXTH AVE CITY: NEW YORK STATE: NY ZIP: 10105 SC 13D/A 1 sc13d_goldberg-nov01.txt SCHEDULE 13D/A ON BEHALF OF ALAN GOLDBERG SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- 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. 2)(1) Marlton Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 571263102 - -------------------------------------------------------------------------------- (CUSIP Number) Avron I. Brog, Esq. Robinson Brog Leinwand Greene Genovese & Gluck, PC 1345 Avenue of the Americas New York, NY 10105 (212)586-4050 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 2001 - -------------------------------------------------------------------------------- (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) (Page 1 of Pages) - ---------- (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 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan Goldberg - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 704,551 SHARE BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 704,551 WITH -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 704,551 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT. This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended. The undersigned hereby supplements and amends the Schedule 13D, dated April 10, 1992, as amended, (the Statement") 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. This Schedule 13D is filed by Mr. Alan Goldberg (the "Reporting Person"). The business address for the Reporting Person is 2828 Charter Road, Philadelphia, Pennsylvania 19154. The Reporting Person is a citizen of the United States. Mr. Goldberg is General Counsel and Corporate Secretary of the Company. The Reporting Person during the last five years has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). The Reporting Person during the last five years was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Party paid $150,000 in cash on November 20, 2001for 300,000 Shares and warrants (the "Warrants") to buy an additional 300,000 Shares for $.50 per Share . None of such amount was borrowed. Prior to this time he had purchased 100,000 Shares with personal funds and had acquired 4,551 Shares through the Company's matching contributions to the Company's 401k plan. Item 4. Purpose of Transaction. On November 20, 2001 Jeffrey Harrow ("Harrow"), Scott Tarte ("Tarte") and the Company consummated the transactions (the "Closing") contemplated by the Subscription Agreement (the "Subscription Agreement") dated as of August 23, 2001 by and among Harrow, Tarte, the Company and Marlton Technologies, Inc., a New Jersey corporation (the "Predecessor Corporation" and together with the Company, the "Corporation"). The Subscription Agreement provided for, among other things, (i) the merger (the "Merger") of the Predecessor Corporation into the Company and (ii) the sale by the Company of 2,000,000 Shares and warrants (the "Warrants") to buy an additional 2,000,000 Shares for $.50 per Share to each of Harrow and Tarte. Also on August 23, 2001 the Predecessor Corporation, the Company, the Reporting Person and Robert Ginsburg ("Ginsburg") entered into a subscription agreement (the "Additional Subscription Agreement") which provided for the sale by the Company of (i) 1,000,000 Shares and Warrants to buy an additional 1,000,000 Shares to Ginsburg and (ii) 300,000 Shares and Warrants to buy an additional 300,000 Shares to the Reporting Person. Ginsburg and the Reporting Person were parties to existing Stock Option Agreements with the Corporation (the "Option Agreements"), pursuant to which they were granted incentive and non-qualified stock options to purchase Shares at exercise prices of $1.60 to $4.88 per share (the "Option Prices"). The terms of these Option Agreements provide that the Option Prices would be reduced if the Corporation's board approves a transaction in which Shares were subsequently issued to officers or directors of the Corporation at a price lower than the Option Prices. In that event, the Option Prices would be reduced to the purchase price of such newly issued shares. The consummation of the transactions described above would trigger the Option Price adjustment described above. The Corporation determined that a reduction in the exercise price payable under the Option Agreements could result in adverse accounting treatment for the Corporation. Therefore, the Corporation asked Ginsburg and the Reporting Person, and in a letter agreement (the "Letter Agreement") dated as of September 27, 2001 they agreed, to cancel all the existing Option Agreements immediately prior to consummation of the Subscription Agreement. In exchange for the cancellation of the existing Option Agreements, the Corporation agreed to issue new stock options to Ginsburg and the Reporting Person, in each case with respect to the same number of shares and same vesting schedules as were subject to their respective Option Agreements. These new stock options will be issued during the thirty day period commencing at least six months following the cancellation of the Option Agreements, with the precise date of the issuance determined by the Corporation's board. In each case, the exercise price of the new options will be equal to the closing price of the Shares on the new grant date, but in no event less than $0.50. Finally, in each case, the Corporation's obligation to issue the new options is subject to the recipient's continued employment by the Corporation through the date of the new issuance, with certain exceptions for termination as a result of death or disability. As a result of the Letter Agreement, at present neither Ginsburg nor the Reporting Person holds any options to purchase Shares. The Stockholders of the Predecessor Corporation approved the Merger and the transactions contemplated by the Subscription Agreement on November 7, 2001, and all of the other conditions having been satisfied or waived, the Closing took place on November 20, 2001. Other than described above, the Reporting Person at present has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) additional changes in the Company's charter, bylaws or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Item 5. Interest in Securities of the Issuer. (a) As a result of the consummation on November 20, 2001 of the transactions contemplated by the Subscription Agreement the Reporting Person beneficially owns 404,551 Shares and Warrants to purchase an additional 300,000 Shares, all of which are currently exercisable. These Shares and Warrants represent approximately 5.3% of the Shares. The Reporting Person is a trustee of the Company's 401k Plan for the benefit of the Company's employees but he disclaims any beneficial ownership as to the 245,560 Shares currently held by such Plan, except those Shares held for his direct benefit as a participant in such Plan. As discussed above under Item 4, all of the Reporting Person's Option Agreements were cancelled on November 20, 2001 pursuant to the Letter Agreement and at present the Reporting Person holds no options to purchase Shares. (b) The Reporting Person may be deemed to possess sole voting power and sole dispositive power with respect to 704,551 Shares consisting of 404,551Shares and Warrants to purchase an additional 300,000 Shares, all of which (except for 104,551 previously acquired Shares) were acquired on November 20, 2001 pursuant to the Additional Subscription Agreement. Except as described in Item 5(a), the Reporting Person does not have shared voting power or shared dispositive power with respect to any Shares. (c) Except as described above, the Reporting Person has not effected any transactions in the securities of the Company during the past sixty days. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described in Items 4 and 5, the Reporting Person 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 Exhibit 1 Additional Subscription Agreement Exhibit 2 Letter Agreement 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: November 30, 2001 ALAN GOLDBERG /s/ Alan Goldberg ----------------- Alan Goldberg EX-99.1 3 addsubagt_13d.txt ADDITIONAL SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (the "Agreement") dated as of August 23, 2001, is made and entered into by and among Marlton Technologies, Inc., a New Jersey corporation (the "Company"), and Marlton Technologies (PA), Inc., a newly formed Pennsylvania corporation (the "Surviving Corporation" and together with the Company, the "Marlton Parties"), and Robert Ginsburg ("Ginsburg") and Alan Goldberg ("Goldberg") (collectively, the "Investors"). RECITALS The Company proposes to reincorporate in Pennsylvania as a Pennsylvania corporation by merging with and into the Surviving Corporation, as a result of which each outstanding share of the Company's common stock, par value $0.10 per share (the "Company Common Stock") will be converted into one share of the Surviving Corporation's common stock without par value (the "Common Stock") (the "Reincorporation"). The Marlton Parties and Scott Tarte and Jeffrey Harrow (the "Purchasers") have entered into a subscription agreement (the "Other Agreement") regarding the purchase of shares of Common Stock ("Shares") and warrants ("Warrants") in the form of Exhibit A-2 thereto to purchase shares (the "Warrant Shares") of Common Stock. The Marlton Parties desire to issue to the Investors and the Investors desire to acquire, in the aggregate, 1,300,000 Shares of the Surviving Corporation's Common Stock and Warrants to purchase 1,300,000 Shares. Now, therefore, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I ISSUANCE OF SHARES AND WARRANTS Upon the terms and subject to the conditions set forth in this Agreement, simultaneously with the closing of the Other Agreement (the "Closing Date" or the "Closing"), the Marlton Parties will issue, transfer and convey, and (i) Ginsburg will purchase 1,000,000 Shares and 1,000,000 Warrants in exchange for $500,000; and (ii) Goldberg will purchase 300,000 Shares and 300,000 Warrants in exchange for $150,000. ARTICLE II CLOSING DOCUMENTS; CLOSING CONDITIONS Section 2.1 Documents to Be Delivered by the Marlton Parties. The Marlton Parties agree to deliver to the Investors on the Closing Date (i) the Registration Rights Agreement (as defined in the Other Agreement) executed by the Marlton Parties, (ii) the Warrants executed by the Marlton Parties, (iii) certificates representing the Shares, (iv) the Additional Employment Agreement (as definded in the Other Agreement) executed by the Marlton Parties party thereto and (v) such other documents and showings as shall reasonably be required by the Investors. Section 2.2 Documents to Be Delivered by the Investors. The Investors agree to deliver to the Marlton Parties on the Closing Date (i) the Purchase Price in cash, (ii) the Registration Rights Agreement executed by the Investors, (iii) the Additional Employment Agreement executed by Ginsburg and (iv) such other documents and showings as shall reasonably be required by the Marlton Parties and their counsel. Section 2.3 Conditions to the Obligations of All Parties. The respective obligations of each party to effect this Agreement and the other transactions contemplated herein shall be subject to the consummation of the transactions contemplated by the Other Agreement. Section 2.4 Termination. This Agreement may be terminated as to either or both Investors before the Closing Date (i) by mutual written consent of such Investor and the Company, or (ii) as provided in Section 8.2 of the Other Agreement, which is hereby incorporated by reference into this Agreement. ARTICLE III REPRESENTATIONS, WARRANTIES AND AGREEMENT OF THE INVESTORS Each of the Investors hereby severally represents and warrants as to himself to, and agrees with, the Marlton Parties as set forth in Article III of the Other Agreement, which is hereby incorporated by reference into this Agreement as though each of the representations and warranties therein was being made herein by each of the Investors. ARTICLE IV GENERAL PROVISIONS Article IX and Section 4.3 of the Other Agreement are hereby incorporated by reference into this Agreement, provided that the address for each of the Investors for notices shall be 2828 Charter Road, Philadelphia, PA 19154, without copies sent to any other party. MARLTON TECHNOLOGIES, INC. MARLTON TECHNOLOGIES (PA), INC. By: /s/ Seymour Hernes By: /s/Seymour Hernes ------------------ ----------------- Name: Seymour Hernes Name: Seymour Hernes Title Vice Chairman of the Board Title: Vice Chairman of the Board ROBERT GINSBURG ALAN GOLDBERG By: /s/ Robert Ginsburg By: /s/ Alan Goldberg ------------------- ------------- Robert Ginsburg Alan Goldberg EX-99.2 ADDITIONAL 4 ltragt_13d.txt LETTER AGREEMENT September 27, 2001 Robert B. Ginsburg Alan I. Goldberg 2828 Charter Road Philadelphia, PA 19154 Gentlemen: As set forth in the Marlton Technologies, Inc. (the "Company") Proxy Statement dated September 27, 2001, you are parties to existing Stock Option Agreements with the Company pursuant to which you were granted incentive and non-qualified stock options to purchase 630,021 shares in the case of Mr. Ginsburg, and 596,221 shares in the case of Mr. Goldberg, of Company Common Stock (the "Old Options"). The Company has asked you, and you have each agreed, to cancel all the Old Options immediately prior to consummation of the Investment Transaction, as described in the Company's Proxy Statement dated September 27, 2001. In exchange for the cancellation of the Old Options, the Company has agreed to issue new stock options (the "New Options") to you, in each case with respect to the same number of shares as were subject to your respective Old Options. These new stock options will be issued during the thirty-day period commencing six months and a day following the cancellation of the Old Options, with the precise date of issuance determined by the Surviving Company Board. In each case, the exercise price of the New Options will be equal to the closing price of the Surviving Company Common Stock on the new grant date, but in no event less than $0.50. Finally, in each case, the Surviving Company's obligation to issue the New Options is subject to your continued employment by the Surviving Company through the date of the new issuance; provided, however, that if your employment terminates prior to the date of the new issuance due to your death or disability (as determined under the terms of the Company's disability plan), the Surviving Company will nevertheless be obligated to issue the New Options to your heir or representative (in the case of your death) or to you or your guardian (in the case of your disability). The New Options will contain the same terms as the August 7, 2000 Option Agreement issued to you, except as follows: (i) the number of shares subject to the New Options and the exercise price payable for those shares will be as above provided, (ii) the vesting schedule will be as set forth in the Old Options, provided that you will be credited with service for vesting purposes for the period between the date of issuance of the Old Options and date of issuance of the New Options (i.e. the New Options will be vested as of the date of grant to the extent that the Old Options would have been vested as of such date, and any portion of the New Options not so vested on the date of grant will in the future vest on the same dates that the respective Old Options would have become vested), (iii) the New Options will be incentive stock options to the maximum extent permitted under Section 422(d) of the Internal Revenue Code, (iv) the New Options will be issued pursuant to the Company's 2001 Equity Incentive Plan (the "Plan"), (v) the exercise price of the New Options will only be adjusted as provided in the Plan (i.e., the New Options will not contain the adjustment provision contained in the second and third sentences of Section 5 of the August 7, 2000 Option Agreement), (vi) the exercise price of the New Options may be paid with shares of the Company Common Stock only if such shares have been owned by you for more than six months, and (vii) the expiration date of the New Options will be determined by the Company's Board of Directors. Terms used but not defined herein will have the meanings set forth in the Company's Proxy Statement dated September 27, 2001. This letter contains the entire agreement between the parties and supersedes all prior agreements, written or oral, regarding the treatment of the Old Options and the issuance of New Options. Please indicate your agreement by signing below. Marlton Technologies, Inc. By: /s/ Robert Ginsburg --------------- Robert Ginsburg Title: Chief Executive Officer Agreed: /s/ Robert B. Ginsburg Alan I. Goldberg ------------------ ---------------- Robert B. Ginsburg Alan I. Goldberg -----END PRIVACY-ENHANCED MESSAGE-----