Edgar Filing: MARLTON TECHNOLOGIES INC

FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002

Commission File Number 1-7708

MARLTON TECHNOLOGIES, INC.
--------------------------
(Name of Registrant as specified in its charter)

Pennsylvania 22-1825970
--------------------------------- -----------------------------------
(State of incorporation) (IRS Employer Identification Number)

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class: Name of each exchange:
-------------------------------- -------------------------------
Common Stock, no par value American Stock Exchange

Securities registered pursuant to Section 12 (g) of the Exchange Act: None

Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter periods that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes__X____ No ______

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. __X___

Check whether the Registrant is an accelerated filer (as defined in Rule 12b-2
of the Act). Yes ______ No ___X___

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2002 was $3,438,000. As of March 12, 2003 there were
12,845,096 shares of Common Stock, no par value, of the Registrant outstanding.
As of June 30, 2002 there were 12, 988,499 shares of Common Stock, no par value,
of the Registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

Page 1 of 15

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Directors

Diretor
Name Age Since Offices with Company
---- --- ----- --------------------
Jeffrey K. Harrow 46 2001 Chairman
Scott J. Tarte 40 2001 Vice Chairman
AJ Agarwal 36 2001 --
Robert B. Ginsburg 49 1990 CEO & President
Alan I. Goldberg 51 1991 General Counsel & Corporate Secretary
Jerome Goodman 68 2002 --
Washburn Oberwager 56 2002 --
Richard Vague 46 2001 --

Messrs. Harrow, Tarte, Ginsburg and Goldberg have employment agreements with the
Company which require the Company and the Company Board to use their best
efforts to cause them to be elected and re-elected as directors for a term equal
to the term of their respective employment agreements. Pursuant to a
Stockholders' Agreement (as more fully described in Item 12), Messrs. Harrow,
Tarte and Ginsburg are required to vote for each of Messrs. Harrow, Tarte and
Ginsburg, one designee of Mr. Harrow (who is Mr. Goodman) and one designee of
Mr. Tarte (who is Mr. Agarwal), as directors of the Company.

(b) Executive Officers

Officer
Name Age Since: Offices with Company
---- --- ------- --------------------
Jeffrey K. Harrow 46 2001 Chairman, Director
Scott J. Tarte 40 2001 Vice Chairman, Director
Robert B. Ginsburg 49 1990 CEO, President, Director
Alan I. Goldberg 51 1990 General Counsel, Corporate Secretary, Director
Stephen P. Rolf 47 2000 Chief Financial Officer

Pursuant to a Stockholders' Agreement, Messrs. Tarte, Harrow and Ginsburg have
agreed to recommend to the Company Board that it elect Mr. Harrow as the
Chairman of the Board of the Company, Mr. Ginsburg as the President and Chief
Executive Officer of the Company, and Mr. Tarte as the Vice Chairman of the
Board of the Company and as the Chief Executive Officer of each subsidiary of
the Company.

Messrs. Harrow and Tarte are brothers-in-law, and each is the
son-in-law of Mr. Goodman.

(d) Business Experience

Mr. Harrow has served as an officer of the Company since November 2001 and is
currently Chairman of the Company. Mr. Harrow served as President and CEO of
CMPExpress.com from 1999 through 2000. Mr. Harrow negotiated the sale of the

CMPExpress.com business to Cyberian Outpost, NASDAQ ticker (COOL) in September
2000. From 1982 through 1998, Mr. Harrow was the President, CEO and a Director
of Travel One, which was then the 6th largest travel management company in the
United States. Mr. Harrow previously served as a board member for the Company
and has served as a board member for Eastern Airlines Advisory Board, Cherry
Hill National Bank (sold to Meridian Bank), and Hickory Travel Systems. Mr.
Harrow is a graduate of George Washington University School of Government and
Business Administration earning his B.B.S. in 1979.

Mr. Tarte has served as an officer of the Company since November 2001 and is
currently Vice Chairman of the Company. From January 2001 to November 2001, Mr.
Tarte served as acting CEO of Medidata Solutions, a privately held technology
company specializing in applications that streamline the data collection process
for clinical trials of new drug compounds seeking FDA approval. In November
2001, Mr. Tarte resigned his position at Medidata but remains an investor in and
advisor to that company. From January 1988 to November 1998, Mr. Tarte was an
owner and served as Chief Operating Officer of Travel One. Mr. Tarte oversaw all
corporate operations and finance of the company, and shared responsibility for
strategic planning with Mr. Harrow. In November 1998, Travel One was sold to the
American Express Corporation. Mr. Tarte launched American Express One, a $3
billion travel division representing a consolidation of the prior Travel One
organization and over $2 billion of legacy American Express business. In
December 1999, Mr. Tarte resigned his position with American Express but agreed
to remain as a paid consultant. Mr. Tarte graduated from the University of
Pennsylvania with a B.A. in 1984 and he received his law degree from Fordham
University in 1987. Mr. Tarte currently serves on the Board of Directors of the
Eaglebrook School, a private preparatory school for boys grades six through nine
in Deerfield, Massachusetts.

Mr. Agarwal is a Senior Managing Director in the Mergers & Acquisitions Advisory
Group for The Blackstone Group. Since joining Blackstone in 1992, Mr. Agarwal
has worked on a variety of mergers and acquisitions transactions (both in an
advisory capacity and as a principal). Before joining Blackstone, Mr. Agarwal
was with Bain & Company. At Bain & Company, Mr. Agarwal completed a range of
strategic consulting assignments in the information services industry. Mr.
Agarwal graduated from Princeton University magna cum laude and Phi Beta Kappa
and received an MBA from Stanford University Graduate School of Business. He
serves as a trustee of Princeton University's Foundation for Student
Communication, the publisher of Business Today magazine.

Mr. Ginsburg has served as an officer of the Company since August 1990 and is
currently Chief Executive Officer and President of the Company. Mr. Ginsburg is
a Certified Public Accountant. From 1985 to August 1990, Mr. Ginsburg was
actively involved in the development and management of business opportunities,
including the acquisition of manufacturing companies, investment in venture
capital situations and the provision of finance and management consulting
services as a principal of Omnivest Ventures, Inc.

Mr. Goldberg has served as an officer of the Company since August 1990 and is
currently General Counsel and Corporate Secretary of the Company. Mr. Goldberg
is a corporate attorney. From April 1987 through August 1990 he was involved in
venture capital investments and business acquisitions as a principal of Omnivest
Ventures, Inc.

Mr. Goodman retired as chairman of Travel One, then the nation's sixth-largest
travel management company, upon the sale of that firm to American Express
Company in November 1998. He had served as Chairman of Travel One since 1971 and

was the sole shareholder from 1971 to 1994. Mr. Goodman was a member of the New
Jersey Sports and Exposition Authority from 1991 to 1994 and its Chairman from
1992 to 1994. He also served as Chairman, President and Chief Executive Officer
of First Peoples Financial Corporation (bank holding company) from 1987 to 1992
and President and Chief Executive Officer of First Peoples Bank of NJ from 1983
to 1987. He was a member of the Board of Directors of GBC Technologies, Inc.
from 1992 to 1995 and a trustee of Resource Asset Investment Trust, a real
estate investment trust, from 1997 to 1999. Mr. Goodman is a director of The
Main Merchant Bank, LLC, and a member of the Board of Trustees of the University
of the Sciences in Philadelphia and served as its Chairman from 1988 to 1991.
His other directorships include Orleans Home Builders Inc., an American Stock
Exchange listed company, and the Abramson Family Cancer Foundation of the
University of Pennsylvania.

Mr. Oberwager was Chief Executive Officer and a co-owner from 1987 to 1999 of
Western Sky Industries, Inc., a leading manufacturer of aircraft systems and
components. This $170 million business was divested in 1999. Since that time,
Mr. Oberwager has provided equity capital for high tech companies and has been a
principal in Avery Galleries, which specializes in American paintings.

Mr. Vague co-founded Juniper Financial in 1999, a direct consumer bank with
advanced internet and wireless functionality. Mr. Vague is the Chairman and CEO
of Juniper Financial. Prior to co-founding Juniper Financial, from 1985 to 1999,
Mr. Vague was co-founder, Chairman and CEO of First USA, a credit card company
that grew from a virtual start-up in 1985 to the largest VISA credit card issuer
in the world. He also served as chairman of Paymentech, the merchant
payment-processing subsidiary of First USA and is a former board member of VISA.

Mr. Rolf became Chief Financial Officer and Treasurer of the Company in January
2000. Mr. Rolf was employed from 1977 to December 1999 by Hunt Corporation, a
New York Stock Exchange listed manufacturer and distributor of office and
graphics products, in various financial capacities, including Vice President and
Controller.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, officers and greater than 10% beneficial owners to file reports of
ownership and changes in ownership of Company Common Stock with the Securities
and Exchange Commission, the American Stock Exchange, and the Company. Based
solely on a review of the copies of Forms 3, 4 or 5 and amendments thereto
furnished to the Company, or written representations that no Forms 3, 4 or 5
were required, the Company believes that for 2002, the Company's directors,
officers and greater than 10% beneficial owners complied with all Section 16(a)
filing requirements.

ITEM 11 EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the aggregate amounts paid
or accrued by the Company and its subsidiaries during the last three fiscal
years to its Chief Executive Officer and to each of the most highly compensated
executive officers of the Company whose total annual salary and bonus exceeded
$100,000:

Annual Compensation Long Term Compensation
Other Restricted Securities
Annual Stock Underlying LTIP All Other on
Name and Salary Bonus Compen-sation Awards Options/ Payouts Compen-sati
Principal Position Year ($) ($) ($) ($) SARs (#) ($) ($) (1)

Jeffrey K. Harrow (2) 2002 197,532 (4) - - - - - 7,000
Chairman 2001 25,217 - - - - - -

Scott J. Tarte (2) 2002 197,532(4) - - - - - 7,000
Vice Chairman 2001 25,217 - - - - - -

Robert B. Ginsburg 2002 210,136(4) 24,000 - - 623,369 - 7,000
President and CEO 2001 218,545 28,570 - - 175,000 - 6,000
2000 212,180 - - - - 6,800

Alan I. Goldberg 2002 157,623(4) - - - 591,341 - 7,000
General Counsel & 2001 163,928 21,430 - - - - 6,000
Corporate Secretary 2000 159,135 - - - 162,200 - 5,800

Stephen P. Rolf 2002 119,904(4) - - - - - 1,000
CFO 2001 120,000 30,000 - - - - 1,000
2000 120,000 30,000 50,000 (3) - 60,000 - 2,000

-------------------

(1) Consists solely of reimbursement of life and disability insurance
premiums, and for 2000 up to $1,000 per year per individual for Company
matching 401K Plan contributions in the form of restricted Company
Common Stock, which Plan was available to all non-union employees of
the Company.

(2) Messrs. Harrow and Tarte assumed their executive officer roles with the
Company on November 20, 2001.

(3) Initial employment bonus.

(4) These 2002 salaries reflect a mandatory leave policy implemented by the
Company in 2002 whereby most Company employees, including Messrs.
Ginsburg, Goldberg and Rolf, were required to take additional time off
and received 80% of their salaries over a 10 week period. Messrs.
Harrow and Tarte agreed to receive 50% of their salaries over this 10
week period.

option/SAR Grants in Last Fiscal Year

Individual Grants
--------------------------------------------------------------
Potential Realizable Value
Number of Assumed Annual Rates of
Securities % of total Stock Price Appreciation
Underlying Options/SARs for Option Term
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)

Robert B. Ginsburg (1) 623,369 51.3 .50 1/20/11 123,427 350,333
Alan I. Goldberg (1) 591,341 48.7 .50 1/20/11 117,086 332,334
Jeffrey K. Harrow -- -- -- -- -- --
Scott Tarte -- -- -- -- -- --
Stephen P. Rolf -- -- -- -- -- --

----------------------

(1) All options are vested. These options were issued in exchange for the
cancellation in November 2001 of the same number of stock options
previously issued to these individuals.

Aggregated Option/SAR Exercises In Last Fiscal Year and FY-End Option/SAR Values

Number of Securities Value of Unexercised In the
Underlying Unexercised Money Options/SARs
Shares Acquired Value Options/SAR FY-End (#) at FY-End ($)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
Jeffrey K. Harrow -- -- 25,734/0 0/0
Scott J. Tarte -- -- 0/0 0/0
Robert B. Ginsburg -- -- 623,369/0 0/0
Alan I. Goldberg -- -- 591,341/0 0/0
Stephen P. Rolf -- -- 60,000/0 0/0

Long-Term Incentive Plans - Awards, in Last Fiscal Year

There were no long-term incentive plans awards made to any of the above
individuals in 2002.

Compensation of Directors

For 2002, directors not employed by the Company received (i) a fee of $500 for
each Board meeting attended in person and $250 for participation by telephone,
(ii) a fee of $250 for each committee meeting attended whether in person or by
telephone, and (iii) for any new director in 2002, a stock option award of
100,000 shares with an exercise price equal to the fair market value on the date
of grant, vesting 50% initially and 25% at each of the next two Company annual
meetings based on continued service as a director, and expiring after a period
of five years. Directors employed by the Company receive no additional
compensation for their services as directors of the Company.

Employment Contracts and Termination of Employment and Change-in Control
Arrangements.

Pursuant to employment agreements dated November 20, 2001 with a term continuing
at least through December 31, 2002 and renewing thereafter for successive one
year terms until terminated by either party with 90 days prior written notice,
Mr. Ginsburg is employed as the Company's President and Chief Executive Officer,
Mr. Harrow is employed as the Company's Chairman, and Mr. Tarte is employed as
the Company's Vice Chairman and as the Chief Executive Officer of each of the
Company's subsidiaries, in each case at a base salary of $218,445 for 2001, to
be reviewed annually by the Company's Board of Directors to consider future
adjustments. Their employment agreements also provide that the salary and bonus
(excluding 2001) for each of these three executive officers will be no less than
the salary and bonus provided to the other two executive officers. Pursuant to
the Stockholders' Agreement, Messrs. Harrow, Tarte and Ginsburg have agreed to
recommend to the Company Board that it employ these individuals in these
capacities. For 2002 and thereafter, Messrs. Harrow, Tarte and Ginsburg will
each receive a bonus in accordance with a new bonus plan to be determined by the
Compensation Committee. For 2002 Mr. Ginsburg was paid a bonus of $24,000, which
amount will be applied to reduce any future bonus entitlement. For 2003, Mr.
Ginsburg will be paid a bonus of $20,000, which amount will also be applied to
reduce any future bonus entitlement. Messrs. Harrow and Tarte are
brothers-in-law.

Pursuant to an employment agreement with a term continuing at least through
December 31, 2002 and terminable by the Company with 365 days notice, Mr.
Goldberg is employed as the Company's General Counsel and Corporate Secretary at
a base salary of $163,909 for 2001, with annual increases of 3%. Mr. Goldberg
receives an annual bonus ranging (i) from .75% of the Company's pre-tax profit
if the Company's annual earnings per share increases over the prior year by at
least 5%, to (ii) 5.25% of the Company's pre-tax profit if the Company's annual
earnings per share increases over the prior year by at least 25%.

Pursuant to an employment agreement commencing January 10, 2000 and continuing
until terminated by either party, Mr. Rolf is employed as the Company's Chief
Financial Officer at a current base salary of $125,000 per year. Mr. Rolf
receives an annual bonus ranging (i) from $30,000 if the Company's pre-tax
profit is at least 5% of sales, to (ii) $100,000 if the Company's pre-tax profit
is a least 12% of sales, adjusted for certain amortization and interest costs. A
minimum annual bonus of $30,000 was guaranteed for 2000.

In the event of termination of employment without cause by the Company, each of
Messrs. Harrow, Tarte, Ginsburg and Goldberg is entitled to all compensation
payable under his respective employment agreement over the remaining term and
the economic benefit of all stock options as if his employment agreement were
not terminated, and Mr. Rolf is entitled to continuation of his base salary for
a period of six months after termination.

Compensation Committee Interlocks and Insider Participation

During 2002, Messrs. Agarwal, Vague and Oberwager have served as the
Compensation Committee of the Board of Directors.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the shares of the
Company's common stock beneficially owned as of April 25, 2003, by (i) the
Company's directors; (ii) the Company's executive officers; (iii) the Company's
directors and executive officers as a group; and (iv) each person or entity
known to the Company to own beneficially more than 5% of the outstanding shares
of the Company's common stock.

Sole Ownership (17) Shared Ownership (17)
----------------------------------- ----------------------------------

Amount and Amount and
Nature of Nature of
Beneficial Percentage Beneficial Percentage
Ownership Ownership(1) Ownership Ownership(1)

Jeffrey K. Harrow (2)(17) 4,030,734 27.1% 12,714,499 65.5%

Scott J. Tarte(3)(17) 4,000,000 26.9% 12,714,499 65.5%

Robert B. Ginsburg(4)(5)(17) 2,679,017 18.5% 12,714,499 65.5%

Alan I. Goldberg(5)(6)(17) 1,300,772 9.5% 12,714,499 65.5%

A.J. Agarwal (7) 100,000 * 100,000 *

Jerome Goodman(8) 119,100 * 119,100 *

Richard Vague(9) 100,000 * 100,000 *

Washburn Oberwager(10) 100,000 * 100,000 *

Stephen P. Rolf(11) 61,000 * 61,000 *

All directors and executive officers as a 12,490,623 62.9% 13,194,599 66.4%
group (9 persons)(12)

Lawrence Schan(13) 990,550 7.7% 990,550 7.7%

Stanley D. Ginsburg(14) 815,467 6.3% 815,467 6.3%

Ira Ingerman(15) 774,367 6.0% 774,367 6.0%

Lombard Associates(16)(17) 703,976 5.5% 12,714,499 65.5%

______________

* Less than 1%

(1) Percent of class has been computed on the basis of 12,845,096 shares of the Company's common stock outstanding as of
April 28, 2003.

(2) Includes an aggregate of 2,025,734 shares which Mr. Harrow may acquire upon the exercise of outstanding warrants and
options.

(3) Includes an aggregate of 2,000,000 shares which Mr. Tarte may acquire upon the exercise of outstanding warrants and
options.

(4) Includes an aggregate of 1,630,021 shares which Mr. Ginsburg may acquire upon the exercise of outstanding options and
warrants.

(5) Does not include for each of Messrs. Goldberg and Ginsburg 110,674 shares held by the Company's 401(k) Plan for the
benefit of the Company's employees. Each of Messrs. Goldberg and Ginsburg is a trustee of such plan, and each disclaims
beneficial ownership of all such shares except those shares held for his direct benefit as a participant in such plan.

(6) Includes an aggregate of 896,221 shares which Mr. Goldberg may acquire upon the exercise of outstanding options and
warrants.

(7) Includes an aggregate of 100,000 shares which Mr. Agarwal may acquire upon the exercise of outstanding options and
warrants.

(8) Includes an aggregate of 100,000 shares which Mr. Goodman may acquire upon the exercise of outstanding options and
warrants and 19,100 he owns indirectly.

(9) Includes an aggregate of 100,000 shares which Mr. Vague may acquire upon the exercise of outstanding options and
warrants.

(10) Includes an aggregate of 100,000 shares which Mr. Oberwager may acquire upon the exercise of outstanding options and
warrants.

(11) Includes an aggregate of 60,000 shares which Mr. Rolf may acquire upon the exercise of outstanding options and warrants.

(12) Includes shares beneficially owned by Messrs. Harrow, Tarte, R. Ginsburg, Goldberg, Agarwal, Goodman, Vague, Oberwager
and Rolf. The address for each of the Company's executive officers and directors is 2828 Charter Road, Philadelphia,
Pennsylvania, 19154.

(13) Mr. Schan's address is: 507 Fishers Road, Bryn Mawr, PA 19010.

(14) Mr. Stanley Ginsburg's address is: 50 Belmont Ave., #1014, Bala Cynwyd, PA 19004.

(15) Mr. Ingerman's address is: 1300 Centennial Road, Narbeth, PA 19072.

(16) Lombard Associates is a sole proprietorship owned by Charles P. Stetson, Jr. and its address is: 115 East 62nd Street,
New York, New York 10021.

(17) On February 26, 2003, a Schedule 13E-3 was filed with respect to a proposed merger between the Company and Redwood
Acquisition Corp., a newly formed entity to be owned by Messrs. Harrow, Tarte, R. Ginsburg, Goldberg and Lombard
Associates (Charles P. Stetson, Jr.) (the "Affiliated Shareholders"). For each of the Affiliated Shareholders, the above
Sole Ownership columns exclude shares of common stock beneficially owned by the other Affiliated Shareholders, and the
above Shared Ownership columns include shares of common stock beneficially owned by all of the other Affiliated
Shareholders. Each Affiliated Shareholder disclaims beneficial ownership of all shares other than those included next to
his name under the Sole Ownership columns.

Stockholder's Agreement

On November 20, 2001, Messrs. Tarte, Harrow and Ginsburg and the Company entered
into a Stockholders' Agreement pursuant to which, with certain exceptions, (i)
Messrs. Tarte and Harrow have the right to designate that number of individuals
as nominees (which nominees include Tarte and Harrow) for election as directors
as shall represent a majority of the Company Board, (ii) Messrs. Tarte, Harrow
and Ginsburg will vote their shares of Company Common Stock in favor of the
Messrs. Tarte and Harrow designees and Mr. Ginsburg, (iii) without the prior
written consent of Mr. Ginsburg, for a period of seven years following the
effective date of the Stockholders' Agreement, Messrs. Tarte and Harrow agreed
not to vote any of their shares of Company Common Stock in favor of (x) the
merger of the Company, (y) the sale of substantially all of the Company's
assets, or (z) the sale of all the shares of Company Common Stock, in the event
that in connection with such transactions the shares of Company Common Stock are
valued at less than $2.00 per share, (iv) Messrs. Tarte, Harrow and Ginsburg
have agreed to recommend to the Company Board that it elect Mr. Harrow as the
Chairman of the Board of the Company, Mr. Ginsburg as the President and Chief
Executive Officer of the Company, and Mr. Tarte as the Vice Chairman of the
Board of the Company and as the Chief Executive Officer of each subsidiary of
the Company, and (v) Messrs. Tarte, Harrow and Ginsburg shall have a right of
first refusal with respect to one another in connection with any sale of the
shares of Company Common Stock held by them. The term of the Stockholders'
Agreement is 20 years.

Merger Agreement

The Company and Redwood Acquisition Corp. entered into a merger agreement in
February, 2003 pursuant to which all of the outstanding shares of common stock
of the Company (other than the shares held by approximately eight shareholders)
would be converted into the right to receive $0.30 per share. These eight
shareholders (which includes all of the Company's executive officers other than
Steven Rolf) control approximately 50% of the Company's common stock and will
own the Company if the merger is completed. The completion of the merger is
subject to the satisfaction of certain conditions, including obtaining the vote
of a majority of the votes cast by all of the Company's shareholders entitled to
vote on the merger agreement at a meeting at which a quorum is present. No
assurance can be given that the merger will be completed.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company previously leased its principal facility in Philadelphia from an
independent third party pursuant to a lease expiring October 1, 2004, with
renewal options at a rental equal to fair market value. The triple net rent was
$2.44 per square foot until October 1, 1999, $ 2.54 until October 1, 2001, $2.61
until October 1, 2002, $2.60 until October 1, 2003 and $2.70 until October 1,
2004. In May 1999, 2828 Partnership L.P., a limited partnership whose general
partners are Stanley Ginsburg and Ira Ingerman, purchased the Philadelphia
facility, and entered into a new lease with the Company (the "New Lease"). The
New Lease provides for a term of 20 years, an option for the Company to
terminate after 10 years subject to the landlord's ability to relet the
premises, triple net rent for the first 10 years at a rate of $2.59 per foot and
thereafter at a formula rate based on the hypothetical refinanced mortgage debt,
plus $.74 per square foot. Upon a change in control of the Company, the rent
will be reset at then fair market value if greater than the existing base rent.
Following this transaction, the Company built a 15,800 square foot addition onto
the facility to accommodate its need for additional office space for its
internal needs and to relocate the DMS Store Fixtures operations into this
location, at a total cost of approximately $1,500,000. Upon completion of this
addition, the landlord reimbursed the Company for its actual construction costs,
less certain financing and closing costs, and the triple net rent was increased
by $13,666.75 per month for the remainder of the first 10 years, reflecting the
additional debt service and costs incurred by the landlord to finance the
addition.

Messrs. Stanley Ginsburg and Ira Ingerman are listed as 5% or more beneficial
owners of Company Common Stock, and Stanley Ginsburg is the father of Robert B.
Ginsburg, the President and CEO of the Company.

See Item 12 - Merger Agreement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Amendment Number 1 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.

MARLTON TECHNOLOGIES, INC.

By: /s/ Robert B. Ginsburg, President
-----------------------------
Robert B. Ginsburg, President

By: /s/ Stephen P. Rolf, Chief Financial Officer
----------------------------------------
Stephen P. Rolf, Chief Financial Officer

Dated: April 28, 2003

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment Number 1 to the Annual Report of Marlton
Technologies, Inc. (the "Company") on Form 10-K for the period ending December
31, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Robert B. Ginsburg, Chief Executive Officer of the Company, and
Stephen P. Rolf, Chief Financial Officer of the Company, each certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, based on their knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.

/s/ Robert B. Ginsburg /s/ Stephen P. Rolf
------------------ ---------------
Robert B. Ginsburg Stephen P. Rolf

Chief Executive Officer Chief Financial Officer

April 28, 2003 April 28, 2003

CERTIFICATION OF CHIEF EXECUTIVE OFFICER TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

(1) I, Robert B. Ginsburg, certify that I have reviewed this Amendment
Number 1 to the annual report on Form 10-K of Marlton Technologies
, Inc.;

(2) Based on my knowledge, this Amendment Number 1 to the annual
report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by
this annual report;

(3) Based on my knowledge, the financial statements, and other
financial information included in this Amendment Number 1 to the
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Amendment
number 1 to the annual report;

(4) The registrants' other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of the annual report (the "Evaluation Date");
and
(c) presented in the annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

(5) The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):

(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

(6) The registrant's other certifying officers and I have indicated in
the annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

April, 28, 2003

/s/ Robert B. Ginsburg
------------------
Robert B. Ginsburg
Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

(1) I, Stephen P. Rolf, certify that I have reviewed this Amendment
Number 1 to the annual report on Form 10-K of Marlton
Technologies, Inc.;

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of the annual report (the "Evaluation Date"); and (c)
presented in the annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

(5) The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

(6) The registrant's other certifying officers and I have indicated in
the annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

April 28, 2003

/s/ Stephen P. Rolf
---------------
Stephen P. Rolf
Chief Financial Officer