Exhibit A
This Form 3 is filed by Redwood Acquisition Corp., a Pennsylvania
corporation ("Redwood"), Xxxxxxx X. Xxxxxx ("Harrow"), Xxxxx X. Xxxxx ("Tarte"),
Xxxxxx Xxxxxxxx ("Xxxxxxxx"), Xxxx X. Xxxxxxxx ("Xxxxxxxx") (Xxxxxxxx, Xxxxxx,
Xxxxx and Xxxxxxxx collectively referred to as the "Initial Group"), Xxxxxxx
Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx, Xx. ("Xxxxxx"), Xxxx Xxxxx ("Xxxxx") and
Xxxxxxx Xxxxxxx, Xx. (a/k/a Lombard Associates) ("Stetson"; Xxxxxxx, Xxxxxx,
Xxxxx, Sparks and Xxxxxxx referred to as the "Second Group", and the Initial
Group and the Second Group collectively referred to as the "Group"), pursuant to
Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 16a-3(j) promulgated thereunder with respect to
their beneficial ownership of securities of Marlton Technology, Inc. (the
"Company"). Each of the foregoing persons and entities is referred to
individually as a "Member" and are referred to collectively as the "Members" or
the "Group". The business address for each Member is 0000 Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000, except for Xxxxxxx whose business address is
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000. The Company's ticker symbol is MTY.
Each member hereby designates Redwood as the designated filer of this Form 3.
The Group does not currently include Xxxxxxx Xxxxxx who ceased being a member in
February/March 2003 (and this Form 3 does not report information about Xx.
Xxxxxx except as otherwise expressly provided herein). The term "Shares" means
the shares of the common stock of the Company. The information set forth herein
does not reflect (i) the sale by Xxxxxxxx of 2,000 Shares and 1,000 Shares on
August 15 and 18, 2003, respectively, at a price of $0.48 per share, (ii) the
purchase by each of Harrow and Tarte of 44,148 Shares on August 5, 2003 at a
price of $0.40 per share in a private transaction and (iii)any other
transactions effected by the persons identified herein subsequent to August 15,
2003.
On October 23, 2002, members of the Initial Group advised the Company's
board of directors that they desired to purchase all of the Shares not already
owned by them. As a result of such proposal, the members of the Initial Group
may have been deemed, pursuant to Section 13(d) (3) of the Exchange Act, to have
formed a group. As of such date, the Initial Group beneficially owned an
aggregate of 5,459,547 Shares (without giving effect to the derivative
securities held by them) and warrants, rights and other options to acquire
6,551,976 Shares.
In February 2003, Redwood and the Company entered into a merger
agreement. The merger agreement contemplated that the Shares owned by all the
Company shareholders (other than the Group (and Tomkin)) would be converted into
the right to receive $0.30 per share. At the completion of the merger, the Group
would have been the owners of Marlton. As a result of the merger agreement, the
members of the Initial Group and the Second Group may have been deemed, pursuant
to Section 13(d)(3) of the Exchange Act, to have formed a group. As of February
20, 2003, the date of the merger agreement, the Group beneficially owned
6,392,426 Shares (excluding derivative securities held by them) and warrants,
options and other rights to acquire 6,613,975 Shares.
In June 2003, the Company and Redwood terminated the merger agreement
and in connection therewith, each Member has disclaimed membership in the Group;
thus, there is effectively no more Group. The filing by the Members of this Form
3 does not constitute an acknowledgement that the Group continues in effect.
Set forth below is a table reflecting securities of the Company in
which each Member had a pecuniary interest as of February 20, 2003. The terms
used in this table have the meanings ascribed to them by Section 16 and the
rules and regulations promulgated thereunder. All of the securities reflected as
owned by a person are owned directly by such person except for shares held
indirectly for the benefit of Xxxxxxxx and Xxxxxxxx, pursuant to the Company's
401(k) plan.
Non-Derivative Securities Derivative Securities
Beneficially Owned Beneficially Owned (2)
Name ------------------------- ----------------------
Harrow 2,005,000 2,025,734
Tarte 2,000,000 2,000,000
Xxxxxxxx 404,551(1) 896,221
Xxxxxxxx 1,048,996(1) 1,630,021
Sparks 108,267 ---
Xxxxx 89,213 30,000
Hernes 32,473 31,999
Stetson 703,926 ---
Redwood 0 0
(1) Excludes 110,674 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 benefit as a participant in such
plan.
(2) The exercise price, exercise period and other information
required by Form 3 with respect to the Derivative Securities
owned by Members of the Initial Group has previously been
reported in prior filings.
Each of the undersigned hereby authorizes the filing of this Form 3 and
designates Redwood as the designated filer of this Form 3 and any and all
amendments thereto.
Dated: September 4, 2003 Redwood Acquisition Corp.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------
Xxxxxxx X. Xxxxxx, Chairman
Dated: September 4, 2003 /s/ Xxxxxxx X. Xxxxxx
-----------------
Xxxxxxx X. Xxxxxx
Dated: September 4, 2003 /s/ Xxxxx X. Xxxxx
--------------
Xxxxx X. Xxxxx
Dated: September 4, 2003 /s/ Xxxxxx X. Xxxxxxxx
------------------
Xxxxxx X. Xxxxxxxx
Dated: September 4, 2003 /s/ Xxxx X. Xxxxxxxx
----------------
Xxxx X. Xxxxxxxx
Dated: September 4, 2003 /s/ Xxxxxxx Xxxxxx
--------------
Xxxxxxx Xxxxxx
Dated: September 5, 2003 /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------
Xxxxxx X. Xxxxxx, Xx.
Dated: September 5, 2003 /s/ Xxxx Xxxxx
----------
Xxxx Xxxxx
Dated: September 5, 2003 /s/ Xxxxxxx X. Xxxxxxx, Xx.
(a/k/a Lombard Associates)
------------------------
Xxxxxxx X. Xxxxxxx, Xx.
(a/k/a Lombard Associates)
