-----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, KYRzetz8L44npQAMKw9cVCTCUG3F10ESSeoNyEPeE0wArVv9rzQ3j2Wo5a388nUA qLnHHbXx+mWiVrT6NrkMpA== 0000950116-02-001552.txt : 20020715 0000950116-02-001552.hdr.sgml : 20020715 20020715134543 ACCESSION NUMBER: 0000950116-02-001552 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020715 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-10673 FILM NUMBER: 02702715 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 FILING VALUES: FORM TYPE: SC 13D 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 1 sc13d.txt SC 13D 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. 3) (1) Marlton Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 571263102 - -------------------------------------------------------------------------------- (CUSIP Number) Alan I. Goldberg 2828 Charter Road Philadelphia, PA 19154 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) June 3, 2002 - -------------------------------------------------------------------------------- (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(r), 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. - ----------------------- (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. 571263102 13D - -------------------------------------------------------------------------------- 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* - -------------------------------------------------------------------------------- 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 1,300,772 SHARE BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 1,300,772 WITH -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,772 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT. 2 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 was issued a Stock Option on June 3, 2002 to purchase 596,221 Shares at an exercise price of $.50 per Share. No purchase price was paid for such Stock Options. Item 4. Purpose of Transaction. The Reporting Person was party to existing Stock Option Agreements with the Company (the "Option Agreements"). In connection with a November 20, 2001 investment transaction, the Company asked the Reporting Person, and in a letter agreement (the "Letter Agreement") dated as of September 27, 2001 he agreed, to cancel all the existing Option Agreements immediately prior to consummation of the investment transaction. In exchange for the cancellation of the existing Option Agreements, the Company agreed to issue new stock options to the Reporting Person, with respect to the same number of shares and same vesting schedules as was subject to the Option Agreements. These new stock options were be issued during the thirty day period commencing at least six months following the cancellation of the Option Agreements, with an exercise price of the new options equal to the closing price of the Shares on the new grant date, but in no event less than $0.50. These new stock options were granted on June 3, 2002, in accordance with the Letter Agreement which was filed as an exhibit to the Reporting Person's Amendment No. 2 to Schedule 13D. 3 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 transaction reported above, the Reporting Person beneficially owns 404,551 Shares, and Warrants and Options to purchase an additional 896,221 Shares, all of which are currently exercisable. These Shares, Warrants and Options represent approximately 9.4% 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 228,097 Shares currently held by such Plan, except those Shares held for his direct benefit as a participant in such Plan. (b) The Reporting Person may be deemed to possess sole voting power and sole dispositive power with respect to 1,300,772 Shares consisting of 404,551 Shares, and Warrants and Options to purchase an additional 896,221 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. 4 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 Option 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: July 8, 2002 ALAN GOLDBERG /s/ Alan Goldberg ----------------- Alan Goldberg 5 OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is granted this 3rd day of June, 2002, by MARLTON TECHNOLOGIES, INC., a Pennsylvania corporation (the "Company") to ALAN I. GOLDBERG (the "Optionee"). W I T N E S S E T H ; 1. Grant. Pursuant to the Company's 2001 Equity Incentive Plan (the "Plan"), the Company hereby grants to the Optionee stock options (the "Options") to purchase on the terms and conditions hereinafter set forth an aggregate of Five Hundred Ninety-Six Thousand Two Hundred Twenty One (596,221) shares of the Company's Common Stock, no par value per share (the "Option Shares"), at the purchase price of Fifty Cents ($0.50) per share (the "Option Price"), subject to adjustment as provided in Paragraph 5. 222,000 of such Options shall be Incentive Stock Options and 374,221 of such Options shall be Non-Qualified Options. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in the Plan. 2. Term. This Agreement and Optionee's right to acquire Options vested in accordance with Paragraph 3 shall terminate at 5:00 p.m. (local Philadelphia time) on November 20, 2011, notwithstanding Optionee's earlier death, Total Disability or termination of employment by the Company or by Optionee for any reason. 3. Vesting. The Options will be fully vested as of the date of this Agreement. 4. Method of Exercise and Payment. This Option may be exercised with respect to vested Option Shares from time to time, in whole or in part, by written notice to the Company specifying the total number of Option Shares to be exercised. The notice shall be accompanied by payment in cash or by check equal to the aggregate Option Price of all Option Shares covered by such notice, or Optionee may elect to pay for some or all of the Option Shares with shares of Common Stock of the Company previously acquired and owned by Optionee for a period of more than six months at the time of exercise of this Option. Such exercise shall be effective upon the actual receipt by the Company of such written notice and payment. 5. Adjustments. The Option Shares and the Option Price are subject to adjustment only as provided in the Plan. 6. Notices. Any notice to be given to the Company shall be addressed to the Company at its principal executive office, and any notice to be given to the Optionee shall be addressed to the Optionee at the address then appearing on the personnel records of the Company or at such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with proper postage and registration or certification fees prepaid. 7. Tax Provision. The Options will be incentive stock options to the maximum extent permitted under Section 422(d) of the Internal Revenue Code of 1986 as it may be amended from time to time (the "Code"). Such portion of this Option Agreement shall be interpreted and construed in a manner consistent with, and to satisfy the requirements of, the incentive stock option provisions of the Code. Such portion of this Option Agreement is intended to satisfy Section 422A(b) of the Code and qualify for special tax treatment under Section 421 et seq of the Code. IN WITNESS WHEREOF, the Company has granted this Option on the day and year first above written. MARLTON TECHNOLOGIES, INC. Attest /s/ Scott Tarte By: /s/ Jeffrey K. Harrow ----------------------------- ------------------------------ Scott J. Tarte, Vice Chairman Jeffrey K. Harrow, Chairman ACCEPTED BY: /s/ Alan I. Goldberg ------------------------ Alan I. Goldberg 6 -----END PRIVACY-ENHANCED MESSAGE-----