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. 3) 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 ----------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- $1,562,500 $183.91 Transaction Valuation* Amount of Filing Fee -------------------------------------------------------------------------------- ----------------------------- * 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. - 2 - INTRODUCTION This Amendment No. 3 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. 2 thereto (as so amended by Amendment No. 1, Amendment No. 2 and this Amendment, the "Schedule"), filed on September 28, 2005, September 30, 2005 and October 27, 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. - 3 - 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. (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 November 10, 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. - 4 - 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: November 14, 2005 MARLTON TECHNOLOGIES, INC. By: /s/ Jeffrey K. Harrow --------------------------- Jeffrey K. Harrow Chairman - 5 -