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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-10238
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MARLTON TECHNOLOGIES, INC.
(Exact name of Registrant as specified its charter)
PENNSYLVANIA 22-1825970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2828 CHARTER ROAD
PHILADELPHIA, PA 19154 (215) 676-6900
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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
Indicate by check mark whether the registrant (1) has 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 a shorter period 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 |_|
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K |_| .
Indicate by check mark 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 the last business day of the Registrant's most recently
completed second fiscal quarter was $4,533,031. As of March 15, 2005 there were
12,939,696 shares of Common Stock, no par value, of the Registrant outstanding.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our directors and executive officers are as follows:
Name Age Positions with Marlton
---- --- ----------------------
Jeffrey K. Harrow 48 Chairman of the Board of Directors
Scott J. Tarte 42 Vice Chairman of the Board of Directors
Robert B. Ginsburg 51 Chief Executive Officer and President
Alan I. Goldberg 53 General Counsel and Corporate Secretary
Stephen P. Rolf 49 Chief Financial Officer and Treasurer
A.J. Agarwal (1) 38 Director
Washburn Oberwager(1) 58 Director
Richard Vague(1) 48 Director
--------------------------
(1) Member of the Audit Committee
Set forth below is certain biographical information regarding the
individuals currently serving as our directors and executive officers:
Jeffrey K. Harrow has served as an officer and director of the Company
since November 2001 and is currently Chairman of our Board of Directors. 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 in 1998 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. He is Mr. Tarte's brother-in-law. Mr. Harrow
is a graduate of George Washington University School of Government and Business
Administration earning his B.B.S. in 1979.
Scott J. Tarte has served as an officer and director of the Company since
2001 and is currently Vice Chairman of our Board of Directors. 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. 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. He is Mr. Harrow's brother-in-law. 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.
2
Robert B. Ginsburg has served as a director of the Company from 1990 to
2004, 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.
Alan I. Goldberg has served as a director of the Company from 1991 to the
2004, as an officer of the Company since August 1990 and is currently General
Counsel and Corporate Secretary. 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.
Stephen P. 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.
A.J. Agarwal has served as a director of the Company since 2001 and
currently 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. 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.
The Board has determined that, based on his experience as described above, Mr.
Agarwal is the audit committee financial expert, as such term is used in Item
401(h) of Regulation S-K and that he is independent, as such term is used in
Item 7(d)(3)(iv) of Schedule 14A.
Washburn Oberwager has served as a director of the Company since 2002 and
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.
Richard Vague has served as a director of the Company since 2001. He
co-founded Juniper Financial in 1999, a direct consumer bank with advanced
internet and wireless functionality. Mr. Vague is the 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.
3
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 re-elected as directors for a term equal to the
term of their employment agreements. Due to the American Stock Exchange's
requirement that a majority of the Board be comprised of independent directors,
Messrs. Ginsburg and Goldberg have agreed to waive such employment agreement
requirements, as long as the Company provides them with Board observer rights
allowing them to receive notice and all materials for Board meetings as provided
to Board members and the right to attend Board meetings without any voting
rights. See "Item 11. Executive Compensation - Employment Contracts and
Termination of Employment and Change-in-Control Arrangements" and "Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters - Stockholder's Agreement".
The Company has adopted a written Code of Ethics applicable to its
directors, officers, and employees.
Compensation of Directors
In 2004, directors not employed by the Company received (i) a fee of $500
for each Board meeting attended in person and $250 for participating by
telephone and (ii) a fee of $250 for each committee meeting attended, whether in
person or by telephone. Directors employed by the Company receive no additional
compensation for their services as directors of the Company.
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 (the "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 the Reports furnished
to the Company, or written representations that no Reports were required, the
Company believes that the Company's directors, officers and greater than 10%
beneficial owners complied with all Section 16(a) filing requirements for 2004
(and for prior years except to the extent previously disclosed), except that Mr.
Rolf filed one late report with respect to one transaction.
4
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following 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 four other most highly compensated executive
officers of the Company whose total annual salary and bonus exceeded $100,000 in
2004:
Annual Compensation Long Term Compensation
------------------------------------------- -----------------------------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Awards Options/ Payouts Compensation
Principal Position Year ($)(7) ($) ($) ($) SARs (#) ($) ($)(1)
------------------ ---- ---------- ------ ------------ ---------- ---------- ------- ------------
Jeffrey K. Harrow 2004 176,258(6) 40,000 -- -- 125,000 -- 5,340
Chairman 2003 210,853(3) -- -- -- -- -- 5,400
2002 197,532(2) -- -- -- -- -- 7,000
Scott J. Tarte 2004 176,258(6) 40,000 -- -- 125,000 -- 5,530
Vice Chairman 2003 210,853(3) -- -- -- -- -- 6,000
2002 197,532(2) -- -- -- -- -- 7,000
Robert B. Ginsburg 2004 209,547(6) 40,000 -- -- -- -- 6,000
President and CEO 2003 213,930(3) 20,000(4) -- -- -- -- 8,800
2002 210,136(2) 24,000(4) -- -- 623,369 -- 7,000
Alan I. Goldberg 2004 168,195(5)(6) 35,543 -- -- -- -- 6,717
General Counsel & 2003 160,851(3) -- -- -- -- -- 6,800
Corporate Secretary 2002 157,623(2) -- -- -- 591,341 -- 7,000
Stephen P. Rolf 2004 136,231 12,000 -- -- 100,000 -- 1,000
CFO 2003 128,077 -- -- -- -- -- 1,000
2002 119,904(2) -- -- -- -- -- 1,000
-------------------
(1) Consists solely of reimbursement of life and disability insurance
premiums.
(2) Reflects a mandatory leave policy 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 and Messrs. Harrow and Tarte agreed to receive 50% of their
salaries over such period.
(3) Reflects voluntary salary reductions taken by such person over the last
eight weeks of such year.
(4) These amounts will be applied, as determined by the Compensation Committee
of the Board of Directors, to reduce future bonus entitlements of Mr.
Ginsburg. Such sums were not applied to reduce his 2004 bonus.
(5) Excludes $14,899 of contractual salary increases not taken in 2002
($4,917) and 2003 ($9,982).
(6) Reflects voluntary salary reductions for Messrs. Harrow, Tarte, Ginsburg
and Goldberg.
(7) The named executive officers have waived their rights to the salary
reductions described in notes 2,3 and 6 above and, with respect to Messrs.
Harrow, Tarte and Ginsburg, except as contemplated by note 4 above, their
entitlement pursuant to their employment agreements to parity with one
another in salary and bonus.
5
Option/SAR Grants in Last Fiscal Year
Potential
Realizable Value at
Assumed Annual
Number of Percent of Total Rates of Stock Price
Securities Options Granted Exercise or Appreciation
Underlying Options to Employees in Base Price Expiration for Option Term(4)
Name Granted (#) Fiscal Year(3) ($/SH) Date 5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------------------
Jeffrey K. Harrow 125,000(1) 24% 0.825 12/19/09 28,125 63,125
Scott J. Tarte 125,000(1) 24% 0.825 12/19/09 28,125 63,125
Robert B. Ginsberg -- -- -- -- -- --
Alan I. Goldberg -- -- -- -- -- --
Stephen P. Rolf 100,000(2) 19.2% 0.50 5/12/09 14,000 31,000
-------------------
(1) Incentive stock options exercisable in full as of the date of grant.
(2) Incentive stock options to acquire 60,000 shares have vested and, assuming
continued employment as of the applicable dates, incentive stock options
to acquire 20,000 shares will vest (subject to acceleration upon a change
of control as determined in accordance with the Company's 2001 Equity
Incentive Plan), on each of May 13, 2005 and 2006.
(3) Based on options to acquire 520,000 shares of common stock granted in
2004.
(4) In accordance with SEC rules, these columns show gains that could accrue
for the respective options, assuming that the market price of our common
stock appreciates from the date of grant over a period of five years at an
annualized rate of 5% and 10%, respectively. No assurance can be given
that our stock price will increase at such rates, if at all. If the stock
price does not increase above the exercise price at the time these options
are exercised, the realized value to the named executives from these
options will be zero.
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 ($)(1)
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- ------------ ------------------------- -------------------------
Jeffrey K. Harrow -- -- 138,336/0 3,125/0
Scott J. Tarte -- -- 125,000/0 3,125/0
Robert B. Ginsburg -- -- 630,021/0 220,507/0
Alan I. Goldberg -- -- 596,221/0 208,677/0
Stephen P. Rolf -- -- 100,000/40,000 21,000/14,000
-------------------
(1) These amounts represent the difference between the exercise price of the
stock options and the price of our common stock on December 31, 2004
(i.e., $0.85 per share) for all in-the-money options held by the named
executives. The exercise price is $0.50 with respect to the 596,221,
630,021 and 100,000 in-the-money options held by Messrs. Goldberg,
Ginsburg and Rolf, respectively, and $0.825 with respect to the 125,000
in-the-money options held by each of Messrs. Harrow and Tarte.
6
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
Pursuant to employment agreements that continue for successive one year
periods until terminated by the Company or the employee with 90 days notice
prior to the end of the then existing term, 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. Mr.
Ginsburg, who is currently devoting not less than 80% of his business time to
the Company, has an annual base salary as of January 1, 2005 of $200,000
(subject to adjustment to $250,000 if and when he devotes all of his business
time to the Company) and Messrs. Harrow and Tarte have, effective as of January
1, 2005, annual base salaries of $250,000. These employment agreements also
provide generally that the salary and bonus 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 the respective capacities indicated above.
Pursuant to an employment agreement terminable by the Company with 365
days notice, Mr. Goldberg is employed on a 30 hour per week basis as the
Company's General Counsel and Corporate Secretary, at an annual base salary as
of January 1, 2005 of $184,481, with annual increases of 3%. Mr. Goldberg is
entitled to an annual bonus ranging (i) from .75% of the Company's pre-tax
profit if the Company's annual earnings per share increase 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 increase over the prior year by at least 25%.
Pursuant to an employment agreement continuing until terminated by either
party, Mr. Rolf is employed as the Company's Chief Financial Officer at a
current annual base salary of $140,000. 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.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information concerning the shares of
Company common stock (the "Common Stock") beneficially owned as of March 31,
2005 (including shares of common stock that such person has the right to acquire
by May 30, 2005), 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 Common Stock.
7
Amount and Nature
of Beneficial Percentage
Shareholder Ownership Ownership(1)
----------- ----------------- ------------
Scott J. Tarte (2)(3) 4,198,648 27.9%
Jeffrey K. Harrow (3)(4) 4,187,484 27.8%
Robert B. Ginsburg (3)(5)(6) 2,635,029 18.1%
Alan I. Goldberg (6)(7) 1,300,772 9.4%
A.J. Agarwal (8) 100,000 *
Richard Vague (9) 100,000 *
Washburn Oberwager (10) 100,000 *
Stephen P. Rolf (11) 101,000 *
All directors and executive officers
as a group (8 persons)(12) 12,722,933 63.2%
Lawrence Schan 990,550 7.7%
507 Fishers Road
Bryn Mawr, PA 19010
Stanley D. Ginsburg 815,467 6.3%
50 Belmont Ave., #1014
Bala Cynwyd, PA 19004
Ira Ingerman 774,367 6.0%
1300 Centennial Road
Narbeth, PA 19072
Lombard Associates (13) 1,044,926 8.1%
c/o Private Equity Investors, Inc.
115 East 62nd Street
New York, New York 10021
--------------
* Less than 1%
(1) Percent of class has been computed on the basis of 12,939,696 of
Common Stock outstanding as reported on the cover page of the
Company's Annual Report on Form 10-K for the year ended December 31,
2004.
(2) Includes an aggregate of 2,125,000 shares which Mr. Tarte may
acquire upon the exercise of outstanding options and warrants.
(3) Messrs. Harrow, Tarte and R. Ginsburg are parties to a Stockholders'
Agreement as described below. Does not include shares held by other
parties to the Stockholders' Agreement, and each party disclaims
beneficial ownership of all shares held by the other parties
thereto.
(4) Includes an aggregate of 2,138,336 shares which Mr. Harrow may
acquire upon the exercise of outstanding options and warrants.
(5) Includes an aggregate of 1,630,021 shares which Mr. Ginsburg may
acquire upon the exercise of outstanding options and warrants.
(6) Does not include for each of Messrs. Goldberg and Ginsburg 199,079
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.
8
(7) Includes an aggregate of 896,221 shares which Mr. Goldberg may
acquire upon the exercise of outstanding options and warrants.
(8) Includes an aggregate of 100,000 shares which Mr. Agarwal may
acquire upon the exercise of outstanding options and warrants.
(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 100,000 shares which Mr. Rolf may acquire
within 60 days of the date hereof upon the exercise of outstanding
options and warrants. Excludes an aggregate of 40,000 shares
issuable upon exercise of options not exercisable within such
period.
(12) Includes shares beneficially owned by Messrs. Harrow, Tarte, R.
Ginsburg, Goldberg, Rolf, Agarwal, Vague and Oberwager. The address
for each of the Company's executive officers and directors is 2828
Charter Road, Philadelphia, Pennsylvania, 19154.
(13) Based on Amendment No. 2 to Schedule 13G filed by this person.
Lombard Associates shares voting and dispositive power with respect
to such shares with Charles P. Stetson, Jr., the sole proprietor of
Lombard Associates. Mr. Stetson disclaims beneficial ownership of
such shares.
Stockholders' Agreement
On November 20, 2001, Messrs. Tarte, Harrow and R. Ginsburg and the
Company entered into a stockholders' agreement (the "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 Common Stock in favor of the Messrs. Tarte and Harrow designees
and Mr. Ginsburg as directors, (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 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 Common Stock, in the event that in connection with such transactions
the shares of Common Stock are valued at less than $2.00 per share, (iv) Messrs.
Tarte, Harrow and Ginsburg will 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 Common Stock held by them. The term of the Stockholders'
Agreement is 20 years. Due to the American Stock Exchange's requirement that a
majority of the Board be comprised of independent directors, Mr. Ginsburg has
waived the Stockholders' Agreement requirement (and his employment agreement
requirement) that Messrs. Tarte and Harrow vote for him as a nominee for
director, as long as the Company provides him with Board observer rights
allowing him to receive notice and all materials for Board meetings as provided
to Board members and the right to attend Board meetings without any voting
rights.
9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its principal facility in Philadelphia from 2828
Partnership L.P., a limited partnership whose general partners are Stanley
Ginsburg (the father of Robert Ginsburg, our President and Chief Executive
Officer) and Ira Ingerman, each a beneficial owner of more than five percent our
common stock. In 2004, the Company paid $771,025 pursuant to this lease.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Set forth below is a summary of the services performed on the Company's
behalf by its independent auditors in 2003 and 2004. The Board has not adopted
any pre-approval policies with respect to any services to be performed by the
Company's auditors. None of these services were approved by our audit committee
as a result of a waiver of any pre-approval requirement.
Audit Fees. For 2004, the Company was billed $102,600 and $7,500 by McGladrey &
Pullen ("McGladrey") and PricewaterhouseCoopers LLP ("PwC") respectively for
professional services rendered for the audit of the financial statements
included in our Annual Report on Form 10-K and the review of our financial
statements included in our quarterly reports. For 2003, the Company was billed
$94,575 by McGladrey and $59,293 by PwC for similar services.
Audit-Related Fees. For 2004, we were not billed for any assurance and related
services by our principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported under "Audit Fees" above.
Tax Fees. For 2004 and 2003, the Company was not billed by our principal
accountants for any fees for tax compliance, tax advice or tax planning.
All Other Fees. For 2004 and 2003, the Company was not billed by its principal
accounts for any fees for services other than those reported above.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 2, 2005 Marlton Technology, Inc.
By: /s/ Robert B. Ginsburg
-------------------------------------------
Robert B. Ginsburg, Chief Executive Officer
11