8-K

                       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



       Date of report (Date of earliest event reported): November 20, 2001



                           MARLTON TECHNOLOGIES, INC.

               (Exact Name of Registrant as Specified in Charter)

      Pennsylvania                      1-07708                 22-1825970

(State or Other Jurisdiction          (Commission              (IRS Employer
of Incorporation)                     File Number)           Identification No.)


                                2828 Charter Road

                             Philadelphia, PA 19154

                    (Address of Principal Executive Offices)

                                 (215) 676-6900

               Registrant's telephone number, including area code








Item 5.   Other Events.

          (a) On November 20, 2001, Marlton Technologies, Inc. ("Marlton"),
     changed its state of incorporation from New Jersey to Pennsylvania. The
     reincorporation was approved by the affirmative vote of the holders of more
     than two-thirds of the votes cast for the reincorporation proposal at
     Marlton's annual meeting held on November 7, 2001. The reincorporation was
     accomplished by merging Marlton with and into Marlton Technologies (PA),
     Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Marlton,
     with Marlton Technologies (PA), Inc. surviving. In connection with the
     merger, Marlton Technologies (PA), Inc. changed its name to Marlton
     Technologies, Inc. Each share of common stock of the New Jersey company,
     par value $0.10 per share, was converted into one share of common stock, no
     par value, of the Pennsylvania company.

          This Form 8-K is being filed by the Pennsylvania company as a
     successor issuer as required by paragraph (f) of Rule 12g-3 under the
     Securities Exchange Act of 1934. Upon consummation of the reincorporation
     described above, the Pennsylvania company's common stock was deemed to be
     registered under Section 12(g) of the Securities Exchange Act of 1934, as
     amended, pursuant to Rule 12g-3(a) promulgated thereunder. A copy of the
     press release regarding the reincorporation is attached hereto as Exhibit
     99.1.

          (b) On November 20, 2001, the Company completed the sale to four
     investors - Scott Tarte ("Tarte"), Jeffrey Harrow ("Harrow"), Robert
     Ginsburg ("Ginsburg") and Alan Goldberg ("Goldberg") - of 5,300,000 shares
     of its common stock and 5,300,000 warrants to purchase shares of its common
     stock for an aggregate of $2,650,000. Following the sale, Tarte and Harrow
     now collectively own 31.0% of the outstanding shares of Company common
     stock, Ginsburg owns 8.4% of the outstanding shares of Company common
     stock, and Goldberg owns 3.1% of the outstanding shares of Company common
     stock, including other shares of Company common stock held by Harrow,
     Ginsburg and Goldberg. Additionally, if the investors exercise all of their
     warrants for the purchase of up to an additional 5,300,000 shares of
     Company common stock and Harrow exercises the options to purchase shares of
     Company common stock that he currently holds, Tarte and Harrow will
     collectively own approximately 44.0% of the issued and outstanding shares
     of Company common stock, Ginsburg will own approximately 11.4% of the
     issued and outstanding shares of Company common stock, and Goldberg will
     own approximately 3.9% of the issued and outstanding shares of Company
     common stock.




          In connection with the sale, the Company, Tarte, Harrow and Ginsburg
     entered into a Stockholders' Agreement whereby Tarte, Harrow and Ginsburg
     agree to vote their shares of Company common stock, in connection with
     election of directors, in favor of Ginsburg and that number of individuals
     as shall represent a majority of the Company's board of directors, which
     individuals shall be designated by Tarte and Harrow.

          A copy of the press release regarding the sale transaction is attached
     hereto as Exhibit 99.1.

          (c) As a result of these transactions, Seymour Hernes and Dr. William
     F. Hamilton resigned from the Company's board of directors and, in
     connection therewith, the Company's board of directors was expanded to
     seven directors and now consists of Jeffrey K. Harrow, Scott Tarte, A.J.
     Agarwal, Richard Vague, Fred Cohen, Robert Ginsburg and Alan Goldberg.

          Additional information regarding all of the above described
     transactions can be found in the Company's definitive proxy statement which
     was filed with the Securities and Exchange Commission on September 27, 2001
     and is available through EDGAR.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits.
       ---------

99     Press release dated November 20, 2001.






                                   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.

Date:    November 30, 2001             Marlton Technologies, Inc.


                                       By: /s/ Robert B. Ginsburg
                                           ----------------------------------
                                           Robert B. Ginsburg
                                           President and Chief Executive Officer





                                  EXHIBIT INDEX

Exhibit No.
- -----------

   99           Press release dated November 20, 2001.

EX-99

                                                                    Exhibit 99

    Marlton Technologies Announces Closing of Reincorporation and Investment

PHILADELPHIA--(BUSINESS WIRE)--Nov. 20, 2001--Marlton Technologies, Inc.
(ASE:MTY) announced today that it completed the reincorporation of Marlton out
of New Jersey and into Pennsylvania.

As a result of this transaction, Marlton is now incorporated under the laws of
Pennsylvania. Marlton also completed the sale to four investors for an aggregate
of $2,650,000 of 5,300,000 shares of its common stock and 5,300,000 warrants to
purchase shares of its common stock.

As a result of these transactions, the Board of Marlton was expanded to seven
directors and now consists of Jeffrey K. Harrow, Scott Tarte, A.J. Agarwal,
Richard Vague, Fred Cohen, Robert Ginsburg and Alan Goldberg.

In addition, Marlton entered into employment agreements with Jeffrey K. Harrow
as Chairman of Marlton and with Scott Tarte as Vice Chairman of Marlton and as
Chief Executive Officer of each of Marlton's operating subsidiaries. Messers.
Harrow and Tarte each purchased $1,000,000 worth of the Marlton securities
referred to above.

These transactions were approved by over 95% of the shares that voted on these
proposals at Marlton's Annual Meeting of Shareholders held on November 7, 2001
and are more fully described in Marlton's Proxy Statement dated September 27,
2001.

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 forward-looking statements which are subject to
change as a result of various factors, including without limitation, the
Company's ability to generate sales and control costs, the availability of
financing, the effects of competition, the effects of changes in the economy,
and the effect of the events of September 11, 2001 on business travel,
conventions and trade shows.

Additional factors which could affect the Company are set forth in the Company's
Forms 10-K and 10-Q which have been filed with the Securities and Exchange
Commission.


- ----------------------
Contact:
     Marlton Technologies, Inc.
     Alan I. Goldberg, 215/676-6900