SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

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                                 March 15, 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                    (Commission               (I.R.S. Employer
jurisdiction of                    File Number)              Identification No.)
Incorporation)

         2828 Charter Road
          Philadelphia, PA                                        19154
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: (215) 676-6900

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 (see General Instruction A.2. below):

|_| 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 240.13e-4(c))



Section 1 - Registrant's Business and Operations.

Item 1.01. Entry into a Material Definitive Agreement

      The information set forth under item 2.01 is hereby incorporated by
reference herein to the extent necessary to respond to item 1.01.

Section 2 - Financial Information.

Item 2.01. Completion of Acquisition or Disposition of Assets

      Background

      On March 15, 2005, our subsidiary, Sparks Exhibits & Environments Corp.
("Sparks"), pursuant to an asset purchase agreement dated as of January 12, 2005
by and among Sparks, Showtime Enterprises, Inc. and its subsidiary, Showtime
Enterprises West, Inc. (collectively, "Showtime"), as amended from time to time
(the "Agreement"), acquired substantially all of the assets and assumed
specified liabilities of Showtime. Showtime had, on January 12, 2005, filed a
Chapter 11 bankruptcy petition in the United States Court for the District of
New Jersey (Camden Vicinage) (Case Nos. 05-11089 and 05-11090). Showtime
designs, markets and produces trade show exhibits, point of purchase displays,
museums and premium incentive plans.

      The following summary is qualified in its entirety by reference to the
Transaction documents. The term "Transaction" as used herein refers to the
transactions and agreements described herein.

      Purchase Price

      The purchase price paid by Sparks pursuant to the Agreement consisted of
(i) approximately $2.1 million in cash, (ii) the assumption of approximately
$580,000 of indebtedness payable to the United States Small Business
Administration, (iii) the assumption of specified contractual obligations and
(iv) the assumption of $4.65 million in principal amount of Showtime's senior
subordinated debentures (the "Showtime Debentures"), which, as indicated below,
were acquired by Sparks. See "Acquisition of Showtime Debentures."

         The indebtedness payable to the Small Business Administration is
unsecured and is payable in equal monthly principal and interest (4% per year)
installments of $12,456 through April 23, 2009 (subject to (a) acceleration upon
the occurrence of specified events of default, including without limitation,
failure to comply with the governing loan document, pay taxes when due, a change
in control or the belief by the noteholder that either (i) an adverse change in
financial condition or business operations or (ii) the commencement of civil or
criminal proceedings, materially affects the repayment of such indebtedness and
(b) an accelerated prepayment schedule based on the borrower's after tax net
income). Spark's obligation with respect to this indebtedness is guaranteed by
Marlton.


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      The material contractual and other obligations assumed by Sparks pursuant
to the Agreement include:

      o     a lease for a 50,000 square foot facility in Las Vegas, Nevada, with
            a base monthly rent of approximately $20,550 (subject to annual 2.5%
            increases) expiring in April 2010, subject to earlier termination in
            April 2007 upon Spark's payment of a one-time termination fee of
            approximately $25,200 or by the landlord upon the occurrence of
            specified events of default, including without limitation, breach of
            the lease covenants or commencement of bankruptcy or similar
            proceedings, and

      o     leases for computer and related equipment expiring from April 2005
            through April 2008 with the obligations thereunder less than
            $100,000 in the aggregate.

      Employment Arrangements with Former Showtime Principals and Additional
      Payment to Unsecured Creditors

      Sparks entered employment agreements with David Sudjian and Harold Jensen,
former principals of Showtime, pursuant to which they will be employed as
Executive Vice Presidents through March 2009, subject to earlier termination as
a result of, among other things, death, disability, material breach of the
employment agreement, conviction of certain crimes or willful failure to perform
applicable duties. Messrs. Sudjian and Jensen are each entitled to, among other
things, (i) annual base salaries of $250,000 and $185,000, respectively, (ii)
bonuses based on a percentage of revenues (ranging from 0.75% for revenues of up
to $15 million increasing (but not ratably) to 1.5% for revenues exceeding $25
million) generated by Showtime's customers and account executives acquired
pursuant to the Agreement (collectively, the "Showtime Customers"), subject to
reduction by approximately $42,000 in each of the second through fourth years of
the term thereof and (iii) options exercisable through 2011 (subject to earlier
termination upon termination of employment) to acquire up to 500,000 shares of
Marlton common stock at an exercise price of $1.31 per share.

      For each of Messrs. Sudjian and Jensen, options to acquire 100,000 shares
vest in March 2006 based on continued employment through such date and the
balance of these options vest, subject to acceleration upon a change in control,
in each of 2006 through 2009, if the annual revenue (the "Showtime Annual
Revenue") generated by Showtime Customers attains certain thresholds in such
year. Specifically, options to acquire 50,000 shares vest in each such year if
the Showtime Annual Revenue is $12.5 million increasing ratably to the vesting
of options to acquire 100,000 shares in each such year if the Showtime Annual
Revenue is $25 million. The issuance of these options is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Act")
pursuant to, among other things (i) Section 4(2) thereunder inasmuch as there
are only two recipients of such securities and such recipients are financially
sophisticated and (ii) an issuance not involving the sale of securities.


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      Messrs. Sudjian and Jensen agreed, in connection with the Transactions, to
pay Showtime's unsecured creditors an aggregate of $37,500. Sparks satisfied
this obligation on their behalf and Messrs. Sudjian and Jensen agreed to repay
Sparks in twelve equal quarterly installments commencing June 30, 2005 (such
repayment to be accelerated upon termination of their employment with Sparks),
together with interest payable on a quarterly basis at the applicable federal
rate.

      Acquisition of Showtime Debentures

      Contemporaneously with the closing of the transactions contemplated by the
Agreement, Sparks acquired the Showtime Debentures from two accredited investors
(the "Investors") in consideration of an aggregate of

      o     $387,500 in cash (net of $12,500 Sparks paid in satisfaction of the
            Investors' obligation to pay the corresponding amount to Showtime's
            unsecured creditors),

      o     $400,000 in principal amount of notes bearing interest, payable
            monthly in arrears, at the rate of 6% per year, and maturing on
            March 15, 2009 (subject to acceleration upon the occurrence of
            specified events of default, including without limitation, defaults
            thereunder, the sale of substantially all of Sparks' assets or its
            liquidation and Sparks' entry into certain transactions which, in
            the noteholders' opinion, result in a material change in Sparks'
            financial condition or management),

      o     one percent of the sales originating from the Showtime Customers in
            each of 2006 through 2009, payable annually in arrears, and

      o     warrants exercisable through March 2012 to acquire an aggregate of
            600,000 shares of Marlton's common stock, of which warrants to
            acquire 500,000 shares are exercisable at $0.98 per share and
            warrants to acquire 100,000 shares are exercisable at $1.48 per
            share. The issuance of these warrants is exempt from the
            registration requirements of the Act pursuant to, among other
            things, Section 4(2) thereof, as there are only two recipients of
            these warrants and each is an accredited investor.

      Financing Arrangements with General Electric Capital Corporation

      To facilitate the Transactions, Sparks, effective as of March 2005,
entered into a consent and second amendment to its loan and security agreement
with General Electric and borrowed $1 million pursuant to a term note and $2.58
million pursuant to a revolving line of credit. This financing arrangement, as
so amended,


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      o     provides for borrowing capacity of up to $15 million based on a
            percentage of eligible accounts receivable and inventories, and this
            amendment increased maximum amounts of borrowing capacity for
            certain classes of inventory,

      o     is secured by the assets of all of Marlton's wholly owned
            subsidiaries,

      o     bear interest based on the sum of (i) the 30-day dealer placed
            commercial paper rate (the "Index Rate") and (ii) from 3.0% up to
            4.5%, depending on the fixed charge coverage ratio,

      o     limits Marlton'sand its subsidiaries ability to pay dividends, and
            mandates compliance with specified financial and other covenants
            (e.g., fixed charge coverage ratio not to be less than 1.25:1 and
            maximum cash capital expenditures not to exceed $1.25 million in
            2005 and in 2006),

      o     with respect to the $1 million term note, bears interest, payable
            monthly at the Index Rate plus 3.75%, and amortizes in equal monthly
            principal installments of $25,000 payable monthly beginning April
            2005, with a balloon payment of $725,000 on March 1, 2006 and

      o     expires on February 6, 2008 (other than the term loan which matures
            on March 1, 2006), subject to acceleration upon specified events of
            default, including without limitation, the breach of specified
            representations covenants, defaults with respect to specified
            contractual obligations, the commencement of bankruptcy or similar
            proceedings, the entry of judgment in excess of specified amounts, a
            change of control or the occurrence of other events that have a
            material adverse effect.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.

      The information set forth under item 2.01 is hereby incorporated by
reference herein to the extent necessary to respond to item 2.03.

Section 3 - Securities and Trading Markets.

Item 3.02. Unregistered Sales of Equity Securities.

      The information set forth under Item 2.01 is hereby incorporated by
reference herein to the extent necessary to respond to item 3.02.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits


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      (a) Financial statements of businesses acquired.

            The financial statements of the businesses acquired called for by
this item will, if required, be filed by amendment to this report by May 31,
2005.

      (b) Pro forma financial information.

            The pro forma financial information of the businesses called for by
this item will, if required, be filed by amendment to this report by May 31,
2005.

                                    SIGNATURE

      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.


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

Dated: March 21, 2005