SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 2)(1)
Marlton Technologies, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
571263102
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(CUSIP Number)
Jeffrey Harrow
Marlton Technologies, Inc.
2828 Charter Road
Philadelphia, Pennsylvania 19154
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2003
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(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(f) 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.
(Continued on following pages)
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(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. 13D
571263102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey K. Harrow
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 4,030,734
SHARE
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 4,030,734
WITH
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,030,734
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.1%.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
This Amendment No. 2 to Schedule 13D is being filed by Mr. Jeffrey K.
Harrow ("Harrow") pursuant to Rule 13d-2(a) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Harrow hereby supplements
and amends his Schedule 13D, as amended from time to time, 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.
In Amendment No. 1 to Schedule 13D filed on November 26, 2002, Harrow
reported, among other things, that he, Scott J. Tarte ("Tarte"), Robert B.
Ginsburg ("Ginsburg") and Alan I. Goldberg ("Goldberg"; Harrow, Tarte, Ginsburg
and Goldberg referred to collectively as the "Initial Group") intended to
acquire the Company and may have been deemed, pursuant to Section 13(d)(3) of
the Exchange Act, to have formed a group with respect to the Shares. In February
2003, the Company and Redwood Acquisition Corp., an entity controlled by Messrs.
Harrow and Tarte, entered into a merger agreement pursuant to which each Share
(other than Shares held by the Initial Group and six other persons (collectively
the "Redwood Group")) would be converted in the merger into the right to receive
$0.30. At the completion of the merger, members of the Redwood Group would have
been the owners of Marlton. In June 2003, the Company and Redwood terminated the
merger agreement and in connection therewith, each member of the Initial Group
has disclaimed membership in such group and the Redwood Group. Accordingly,
Harrow is no longer a member of the Initial Group or the Redwood Group.
Item 4. Purpose of Transaction.
As set forth in Item 2 above, which is incorporated herein by
reference, the Redwood Group had intended to acquire Marlton and at the
completion of the merger, the Redwood Group would have been the owners of
Marlton. The completion of the merger would have resulted in the occurrence of
one or more of the events described in paragraph (a) - (j) of Item 4 of Schedule
13D.
2
In June 2003, the Company issued a press release announcing that the
Company had agreed to a proposal by Redwood to terminate the merger agreement
and that the merger agreement had been terminated pursuant to the Termination
Agreement. As a result, the going private transaction contemplated by the merger
agreement will not proceed and each member of the Initial Group and the Redwood
Group has disclaimed any participation or membership in such group.
Harrow may, from time to time, may acquire or dispose of Shares in
public or private transactions though, except as otherwise provided herein,
Harrow does not currently have any plans that would result in the occurrence of
one or more of the events described in paragraphs (a) - (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Set forth below is a table reflecting the Shares
beneficially owned by each Member of the Initial Group (without giving effect to
the Stockholders Agreement, as defined below):
Percentage
Name Number of Shares Number of Rights (2) Total Ownership (3)
---- ---------------- ---------------- ----- ----------
Tarte 2,000,000 2,000,000 4,000,000 26.9%
Harrow 2,005,000 2,025,734 4,030,734 27.1%
Goldberg 404,551(1) 896,221 1,300,772 9.4%
Ginsburg 1,044,363(1) 1,630,021 2,674,384 18.5%
(1) Excludes 228,097 shares held by the Company's 401(k) plan of which
such person is a trustee. Such person disclaims beneficial
ownership of the Shares held by such plan, except for those Shares
held for his direct benefit as a participant in such plan.
(2) The term "Rights" refers to options, warrants and other rights to
acquire Shares within 60 days of the date hereof.
(3) Percentage ownership is calculated pursuant to Rule 13d-3(d)
promulgated under the Exchange Act and on the basis, as indicated
in the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 2003, that 12,845,096 Shares are outstanding.
Harrow disclaims beneficial ownership of the Shares reflected in the
table above as beneficially owned by the other members of the Initial Group.
Nonetheless, as is more fully set forth in item 5(b) below, Harrow may have some
investment or voting control with respect to the Shares held by Tarte and
Ginsburg pursuant to the Stockholders Agreement (as defined).
3
(b) The stockholders agreement dated as of November 20, 2001 by
and among Ginsburg, Tarte, Harrow and the Company (the "Stockholders Agreement")
, provides, among other things, with certain exceptions, that
Harrow and Tarte shall have the right to designate that number of
individuals as nominees (which nominees shall include Harrow and Tarte) for
election as directors as shall represent a majority of the board of directors.
Harrow, Tarte and Ginsburg (collectively, the "Stockholders") will vote
their Shares in favor of Harrow's and Tarte's designees and Ginsburg.
Without the prior written consent of Ginsburg, Harrow and Tarte will
agree that until November 2008 they will not vote any of their Shares in favor
of (i) the merger of the Company, (ii) the sale of substantially all of the
Company's assets, or (iii) the sale of all the Shares, in the event that in
connection with such transaction the Shares are valued at less than $2.00 per
share.
The Stockholders will recommend to the board of directors that it elect
Tarte as the Vice Chairman of the Board of the Company and as the Chief
Executive Officer of each subsidiary of the Company, Ginsburg as the President
and Chief Executive Officer of the Company and the Harrow as the Chairman of the
Board of the Company.
The Stockholders shall have a right of first refusal with respect to
one another in connection with any sale of the Shares held by them.
As a result of the Stockholders Agreement each of the members of the
Initial Group (other than Goldberg who is not a party to the Stockholders
Agreement) may be deemed to share voting and dispositive power over the Shares
beneficially owned by the other members of the Initial Group (other than
Goldberg). Nonetheless, Harrow disclaims beneficial ownership of the Shares
reflected as owned by Tarte, Ginsburg and Goldberg in the table included in Item
5(a).
4
Except as described above, Harrow has sole voting power and sole
dispositive power with respect to the Shares reflected as beneficially owned by
him in Item 5(a).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as described in Items 4 and 5, Harrow 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
Incorporated by reference to the exhibits previously filed with respect
to the Schedule 13D originally filed by Harrow, as amended from time to time, to
the extent such exhibit is responsive to this item.
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 2, 2003
/s/ JEFFREY K. HARROW
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JEFFREY K. HARROW