SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Calton, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-2433361
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(State of incorporation or organization) (IRS Employer
Identification No.)
500 Craig Road, Manalapan, NJ 07726
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file number to which this form relates:
_______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Class A American Stock Exchange
Preferred Stock, Series One
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
On February 1, 1999, the Board of Directors of CALTON, INC. (the
"Corporation") declared a dividend distribution of one preferred stock purchase
right for each outstanding share of Common Stock, par value $0.01 per share (the
"Common Stock"), of the Corporation held by stockholders of record on February
12, 1999 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Corporation one one-hundredth (1/100th) of a share of
preferred stock of the Corporation, designated as Class A Preferred Stock Series
One (the "Preferred Stock") at a price of $5.50 per one one-hundredth (1/100th)
of a share (the "Exercise Price"). The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement"), dated as of February
1, 1999, between the Corporation and First City Transfer Company, as Rights
Agent (the "Rights Agent").
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following the first date (the "Stock
Acquisition Date") on which there is a public announcement that a person or
group of affiliated or associated persons, with certain exceptions set forth
below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Corporation (an "Acquiring Person") or such earlier or later
date (not beyond the thirtieth day after the Stock Acquisition Date) as the
Board of Directors may determine or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 15% or more of the Corporation's outstanding voting
stock (even if no shares are actually purchased pursuant to such offer); prior
thereto, the Rights will not be exercisable, will not be represented by a
separate certificate, and will not be transferable apart from the Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of Common
Stock held in uncertificated book-entry form (a "Book-Entry") outstanding as of
the Record Date, by such Book-Entry and (ii) with respect to the shares of
Common Stock evidenced by Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate, together with a copy of this Summary of
Rights. An Acquiring Person does not include (A) the Corporation, (B) any
Subsidiary of the Corporation, (C) Anthony J. Caldarone, (D) Frederick J. and
Mark W. Jaindl, (E) any employee benefit plan or employee stock plan of the
Corporation or any Subsidiary of the Corporation, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to the
terms of any such plan, or (F) any person or group whose ownership of 15% or
more of the shares of voting stock of the Company then outstanding results
solely from (i) any action or transaction or transactions approved by the
Company's Board of Directors before such person or group became an Acquiring
Person or (ii) a reduction in the number of issued and outstanding shares of
voting stock of the Company pursuant to a transaction or transactions approved
by the Company's Board of Directors (provided that any person or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% or more of the
Company's voting stock unless such acquisition of additional voting stock will
not result in such person or group becoming an Acquiring Person by reason of
such clause (i) or (ii), and provided further that Caldarone shall become an
Acquiring Person if Caldarone acquires Beneficial Ownership of any additional
shares of the voting stock of the Company (unless the acquisition of such
additional voting stock would not result in Caldarone becoming an Acquiring
Person by reason of clause (i) or (ii) above) or commences, or announces an
intention to commence, a tender or exchange offer upon the successful
consummation of which Caldarone would be the beneficial owner of 15% or more of
the voting stock of the Company (irrespective of whether any shares are actually
purchased pursuant to any such offer)), and provided further that Frederick J.
and Mark W. Jaindl shall become an Acquiring Person if Frederick J. or Mark W.
Jaindl acquires Beneficial Ownership of any additional shares of the voting
stock of the Company (unless the acquisition of such additional voting stock
would not result in Frederick J. or Mark W. Jaindl becoming an Acquiring Person
by reason of clause (i) or (ii) above) or commences, or announces an intention
to commence, a tender or exchange offer upon the successful consummation of
which Frederick J. or Mark W. Jaindl would be the beneficial owner of 15% or
more of the voting stock of the Company (irrespective of whether any shares are
actually purchased pursuant to any such offer)). For purposes of the foregoing,
outstanding voting stock of the Corporation includes voting stock that trades on
a "when issued" basis on a national securities exchange or on the National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after February 12, 1999 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), transfer
on the Corporation's Direct Registration System of any Common Stock represented
by a Book-Entry or a certificate outstanding as of February 12, 1999, and, in
each case, with or without a copy of this Summary of Rights attached thereto,
will also constitute the transfer of the Rights associated with the Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. Unless earlier
redeemed by the Corporation as described below, the Rights will expire at the
close of business on February 1, 2009 (the "Expiration Date") (or, if the
Distribution Date shall have occurred before February 1, 2009, at the close of
business on the 90th day following the Distribution Date).
The Preferred Stock is nonredeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock (i)
subordinate to any other series of the Corporation's preferred stock and (ii)
senior to the Common Stock. The Preferred Stock may not be issued except upon
exercise of Rights. Each share of Preferred Stock will be entitled to receive
when, as and if declared, a quarterly dividend in an amount equal to (i) 100
times the cash dividends declared on the Corporation's Common Stock, and (ii) a
preferential cash dividend, if any, in preference to holders of Common Stock in
an amount equal to $50.00 per share of Preferred Stock less the per share amount
of all cash dividends declared on the Preferred Stock pursuant to clause (i)
since the immediately preceding quarterly dividend payment date. In addition,
Preferred Stock is entitled to 100 times any noncash dividends (other than
dividends payable in equity securities) declared on the Common Stock, in like
kind. In the event of the liquidation of the Corporation, the holders of
Preferred Stock will be entitled to receive, for each share of Preferred Stock,
a payment in an amount equal to the greater of $1.00 per one one-hundredth of a
share plus accrued and unpaid dividends and distributions thereon or 100 times
the payment made per share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which Common Stock is exchanged,
each share of Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. The rights of Preferred Stock as to
dividends, liquidation and voting are protected by anti-dilution provisions. If
the dividends accrued on the Preferred Stock for four or more quarterly dividend
periods, whether consecutive or not, shall not have been declared and paid or
irrevocably set aside for payment, the holders of record of the Preferred Stock
of the Corporation of all series (including the Preferred Stock) will have the
right to elect two members to the Corporation's Board of Directors.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the time
that a Person becomes an Acquiring Person, the Corporation were to be acquired
in a merger or other business combination (in which any shares of Common Stock
are changed into or exchanged for other securities or assets) or more than 50%
of the assets or earning power of the Corporation and its subsidiaries (taken as
a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record, other than the Acquiring Person, of a Right will
from and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price.
In addition, unless the Rights are earlier redeemed, in the event that a
person or group becomes an Acquiring Person, the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right, other
than the Acquiring Person (whose Rights will thereupon become null and void),
will thereafter have the right to receive, upon payment of the Exercise Price,
that number of one one-hundredths of a share of Preferred Stock having a market
value at the time of the transaction equal to two times the Exercise Price (such
market value to be determined with reference to the market value of the
Corporation's Common Stock as provided in the Rights Agreement).
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
voting stock, the Board of Directors of the Corporation may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
Fractions of shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth of a share) may, at the election of the
Corporation, be evidenced by depositary receipts. The Corporation may also issue
cash in lieu of fractional shares which are not integral multiples of one
one-hundredth of a share.
At any time on or prior to the close of business on the earlier of (i) the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Board of Directors may determine) or (ii) the Expiration Date, the
Corporation may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (the "Redemption Price"). Immediately upon the effective time of the
action of the Board of Directors of the Corporation authorizing redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Corporation may, amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Corporation may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Amendments to the Rights Agreement from and after the time that any Person
becomes an Acquiring Person and amendments to the redemption price or expiration
date of the Rights require the approval of a majority of the Continuing
Directors (as defined and provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Corporation, including, without limitation, the right to vote
or to receive dividends.
As of February 1, 1999 there were 28,137,179 shares of Common Stock issued
(of which 26,983,679 shares were outstanding and 1,153,500 shares were held in
treasury) and 3,227,376 shares reserved for issuance pursuant to employee
benefit plans. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of Directors has
reserved for issuance upon exercise of the Rights 1,000,000 shares of Preferred
Stock.
The Rights Agreement (which includes as Exhibit B the forms of Rights
Certificates and Election to Purchase and as Exhibit C the form of Certificate
of Designations of Class A Preferred Stock, Series One) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to the Rights Agreement and
such exhibits thereto.
Item 2. Exhibits.
Exhibit No. Description
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(1) Rights Agreement, dated as of February 1, 1999, between
Calton, Inc. and First City Transfer Company.
(2) Forms of Rights Certificate and of Election to Purchase,
included in Exhibit B to the Rights Agreement.
(3) Form of Certificate of Designations of Class A Preferred
Stock, Series One, included in Exhibit C to the Rights
Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CALTON, INC.
By: /s/ Anthony Caldarone
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Name: Anthony Caldarone
Title: Chairman of the Board
and Chief Executive
Officer
Date: February 2, 1999
EXHIBIT INDEX
Exhibit No. Description
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(1) Rights Agreement, dated as of February
1, 1999 (the "Rights Agreement"),
between Calton, Inc. and First City
Transfer Company, as Rights Agent.
(2) Forms of Rights Certificate and of
Election to Purchase, included in
Exhibit B to the Rights Agreement.
(3) Form of Certificate of Designations of
Class A Preferred Stock, Series One,
included in Exhibit C to the Rights
Agreement.