-----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, JJQ989DnkOdbLHPl3oscg8xEFDi7x70NN+Pp5xBH+kzQdY6khIY3Dff3ZEVy7WiH o6OhUZznWTWNQ6SFZo9oIw== 0000930413-05-008312.txt : 20051219 0000930413-05-008312.hdr.sgml : 20051219 20051219162041 ACCESSION NUMBER: 0000930413-05-008312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07708 FILM NUMBER: 051272762 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 8-K 1 c40203_8k.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 19, 2005 Date of Report (Date of earliest event reported) MARLTON TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 1-7708 22-18225970 (STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 2828 CHARTER ROAD, PHILADELPHIA, PA 19154 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (215) 676-6900 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c)) ================================================================================ ITEM 3.01. NOTICE OF DELISTING The information set forth below in Items 8.01 and 9.01 is incorporated herein by reference. ITEM 8.01. OTHER EVENTS On December 19, 2005, Marlton Technologies, Inc. issued a press release announcing that its shareholders had approved a 1 for 5,000 reverse stock split and that the reverse stock split will become effective at the beginning of trading on December 21, 2005. Attached as Exhibit 99.1 is that press release which is incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release dated December 19, 2005 of Marlton Technologies, Inc. ================================================================================ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARLTON TECHNOLOGIES, INC. (registrant) Dated: December 19, 2005 By: /s/ Jeffrey K. Harrow ------------------------------------ Jeffrey K. Harrow Chairman ================================================================================ EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- ----------- 99.1 Press Release dated December 19, 2005 of Marlton Technologies, Inc. EX-99.1 2 c40203_ex99-1.txt MARLTON================= ====TEACHNOLOGIES, INC. FOR IMMEDIATE RELEASE Summary: Marlton Shareholders Approve Reverse Stock Split Contact: Alan I. Goldberg (215) 676-6900 ================================================================================ PHILADELPHIA, PENNSYLVANIA, December 19, 2005. Marlton Technologies, Inc. today announced that its shareholders have approved a 1 for 5,000 reverse stock split of its class of Common Stock. The reverse stock split will take effect at the beginning of trading on Wednesday, December 21, 2005. The reverse stock split is expected to reduce the number of Marlton shareholders of record to fewer than 300 persons, and will permit Marlton to deregister the Common Stock as a class and terminate its obligation to file annual, quarterly and other current reports with the Securities and Exchange Commission. As of the close of business on Tuesday, December 20, 2005, shareholders owning less than 5,000 pre-split shares will be paid $1.25 in cash in exchange for their shares. Shareholders owning more than 5,000 pre-split shares will remain as shareholders of Marlton after the reverse stock split, but will receive $1.25 in cash in exchange for any pre-split shares that would otherwise become fractional shares as a result of the reverse stock split. The Company will send all of its pre-split shareholders instructions regarding the method of exchanging their old stock certificates for cash and/or new stock certificates. Shareholders should not do anything with their stock certificates until they receive instructions. The post-split Common Stock will be traded on the OTC market. Marlton Technologies, Inc., through its Sparks Exhibits & Environments and Sparks Custom Retail subsidiaries, is engaged in the design, marketing and production of trade show, museum, theme park and themed interior exhibits, store fixtures, premium incentive plans, corporate events, and point of purchase displays, both domestically and internationally. -----END PRIVACY-ENHANCED MESSAGE-----