SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
MARLTON TECHNOLOGIES, INC.
(Name of the Issuer)
MARLTON TECHNOLOGIES, INC.
(Name of Persons Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
571263102
(CUSIP Number of Class of Securities)
Alan I. Goldberg, Esq. Robert B. Murphy, Esq.
Marlton Technologies, Inc. Pepper Hamilton LLP
2828 Charter Road 600 Fourteenth Street, N.W.
Philadelphia, PA 19154 Washington, D.C. 20005-2004
(215) 676 - 6900 (202) 220-1200
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(Name, Address and Telephone Number of Person(s)
Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]
Check the following box if the filing is a final amendment reporting the results
of the transaction:
Calculation of Filing Fee
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$1,562,500 $183.91
Transaction Valuation* Amount of Filing Fee
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* The amount of the filing fee, calculated in accordance with Exchange Act
Rule 0-11.
[x] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $183.91
Form or Registration No.: Schedule 14A
Filing Party: Marlton Technologies, Inc.
Date Filed: September 28, 2005
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND A CRIMINAL OFFENSE.
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INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Amendment") is filed by Marlton Technologies, Inc., a Pennsylvania
Corporation ("Marlton" or the "Company"), and amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3, as amended by Amendment No. 1
thereto (as so amended by Amendment No. 1 and this Amendment, the "Schedule"),
filed on September 28, 2005 and September 30, 2005, respectively, with the
Securities and Exchange Commission (the "SEC"). The Schedule relates to a
proposal to the Company's shareholders to approve a 1 for 5,000 reverse stock
split of the outstanding shares of the Company's Common Stock.
Concurrently with the filing of this Amendment, the Company is filing an
amended preliminary proxy statement (the "Proxy Statement") under Regulation 14A
of the Securities Exchange Act of 1934, as amended, relating to the Special
Meeting of Marlton Shareholders at which the shareholders will consider and vote
upon the proposed 1 for 5,000 reverse stock split. A copy of the Proxy Statement
is incorporated by reference herein as exhibit (a).
The information in the Proxy Statement, including all schedules, exhibits,
appendices, and annexes thereto, is hereby expressly incorporated herein by
reference to Items 1 through 15 of the Schedule. As of the date hereof, the
Proxy Statement is in preliminary form and is subject to amendment and
completion. The Schedule will be further amended to reflect such amendment or
completion of the Proxy Statement.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) USE OF SECURITIES ACQUIRED.
The shares of Common Stock acquired in connection with the
reverse stock split will be retired.
(c) PLANS.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The information set forth in the section of the Proxy
Statement entitled "SUMMARY TERM SHEET" is incorporated
herein by reference.
(7) None.
(8) None.
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Item 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION.
The information set forth in the section of the Proxy
Statement entitled "THE COMPANY - Financial Statements and Other Information" is
incorporated herein by reference.
(b) PRO FORMA INFORMATION.
The pro forma information set forth in Exhibit E to the Proxy
Statement is incorporated herein by reference.
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Item 16. EXHIBITS.
(a) Preliminary Proxy Statement and Form of Proxy for the
Special Meeting of Shareholders of Marlton
Technologies, Inc.*
(b) (1.1) Loan Facility with Bank of America, N.A.**
(1.2) Bank of America Consent Letter, dated October
3, 2005.
(2.1) Commitment Letter Signed by Scott Tarte and
Jeffrey Harrow.+
(2.2) Revised Commitment Letter, dated October 6,
2005.
(c) (1) Fairness Opinion of Mufson Howe Hunter &
Partners LLC*
(2) Fairness Opinion Presentation by Mufson Howe
Hunter & Partners LLC to the Marlton Special
Committee attached as Exhibit B to this
statement.+
(d) Stockholders' Agreement***
(f) Not Applicable - Appraisal Rights Unavailable
(g) None
+ Previously filed.
* Incorporated herein by reference to Marlton's amended preliminary
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on
October 27, 2005.
** Incorporated herein by reference to Exhibit 10.40 of
Marlton's Annual Report on Form 10-K for the year ended December 31, 2004, filed
with the Securities and Exchange Commission on March 30, 2005.
*** Incorporated herein by reference to Exhibit 10.5 of
Marlton's definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on September 27, 2001.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this Amendment is
true, complete and correct.
Dated: October 26, 2005
MARLTON TECHNOLOGIES, INC.
By: /s/ Jeffrey K. Harrow
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Jeffrey K. Harrow
Chairman
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