As filed with the Securities and Exchange Commission on August 22, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CALTON, INC.
(Exact name of registrant as specified in its charter)
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New Jersey 22-2433361
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2013 INDIAN RIVER BOULEVARD
VERO BEACH, FLORIDA 32960
(772) 794-1414
(Address, including zip code,
of Registrant's Principal Executive Offices)
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CALTON, INC. 2000 EQUITY INCENTIVE PLAN
CALTON, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plans)
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ANTHONY J. CALDARONE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CALTON, INC.
2013 INDIAN RIVER BOULEVARD
VERO BEACH, FLORIDA 32960
(772) 794-1414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
PHILIP D. FORLENZA, ESQ.
GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
125 HALF MILE ROAD
MIDDLETOWN, NEW JERSEY 07748
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered (3) Per Share Price Fee
- -------------------------------- ------------------ ---------------- -------------------- --------------
Common Stock, $.05 par
value, including related
rights to purchase Class A
Preferred Stock Series
One (1) 500,000 $.38(4) $175,000 $15.38
Common Stock, $.05 par
value, including related
rights to purchase Class A
Preferred Stock Series
One (2) 150,000 $.38(4) $ 57,000 $ 4.62
Total Registration Fee $20.00
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(1) Under the Calton, Inc. 2000 Equity Incentive Plan (the "Equity Incentive Plan").
(2) Under the Calton, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan").
(3) This Registration Statement also covers such additional indeterminate number of shares as may become
issuable pursuant to anti-dilution provisions of the Equity Incentive Plan and the Employee Stock
Purchase Plan to adjust for the occurrence of certain corporate transactions or events including,
without limitation, a stock split, stock dividend, merger, consolidation, reorganization or
recapitalization.
(4) Estimated solely for the purpose of calculation of the registration fee in accordance with Rule
457(h) under the Securities Act and based upon the average of the high and low sale prices for a
share of Calton, Inc. Common Stock as reported on the American Stock Exchange on August 20, 2003.
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INCORPORATION OF PREVIOUS REGISTRATION STATEMENTS
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
On July 28, 2000, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-42424)
relating to shares of Common Stock to be issued pursuant to its 2000 Equity
Incentive Plan and certain non-plan employee options (the "2000 Registration
Statement").
On February 2001, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-56318)
relating to shares of Common Stock to be issued pursuant to its Employee Stock
Purchase Plan (the "2001 Registration Statement"). Each of the 2000 Registration
Statement and the 2001 Registration Statement is currently effective. Pursuant
to General Instruction E of Form S-8, the Registrant is filing this Registration
Statement on Form S-8 with the Securities and Exchange Commission to register an
additional 500,000 shares under its 2000 Equity Incentive Plan and an additional
150,000 shares under its Employee Stock Purchase Plan. Pursuant to such
Instruction E, the following documents previously filed with the Commission are
hereby incorporated by reference.
(a) Annual Report on Form 10-K for the fiscal year ended November 30, 2002,
filed March 17, 2003.
(b) Quarterly Report on Form 10-QSB for the quarterly period ended February 28,
2003, filed April 14, 2003.
(c) Report on Form 8-K, filed April 15, 2003.
(d) Report on Form 8-K, filed July 14, 2003.
(e) Quarterly Report on Form 10-QSB for the quarterly period ended May 31,
2003, filed July 15, 2003.
(f) Form S-8 Registration Statement (Registration No. 333-42424) filed on July
28, 2000.
(g) Form S-8 Registration Statement (Registration No. 333-56318) filed on
February 28, 2001.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.03 Calton, Inc. 2000 Equity Incentive Plan, as amended.
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.01 Consent of Aidman, Piser & Company
3
23.02 Consent of Giordano, Halleran & Ciesla, P.C. (filed with
Exhibit 5)
24. Power of Attorney (filed with signature pages)
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vero Beach, Florida, on the 22nd day of August, 2003.
CALTON, INC.
(Registrant)
By:___________________________________
Anthony J. Caldarone
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. Caldarone and Thomas C. Corley and
each of them, his true and lawful attorneys-in-fact and agents for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Anthony J. Caldarone Chairman of the Board and Chief Executive August 22, 2003
- ----------------------------------- Officer (Principal Executive Officer)
Anthony J. Caldarone
/s/ Thomas C. Corley Senior Vice President, Treasurer and Chief August 22, 2003
- ----------------------------------- Financial Officer (Principal Financial and
Thomas C. Corley Accounting Officer)
/s/ John G. Yates President and Director August 22, 2003
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John G. Yates
/s/ Frank Cavell Smith, Jr. Director August 22, 2003
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Frank Cavell Smith, Jr.
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/s/ Mark N. Fessel Director August 22, 2003
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Mark N. Fessel.
/s/ Kenneth D. Hill Director August 22, 2003
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Kenneth D. Hill.
/s/ J. Ernest Brophy Director August 22, 2003
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J. Ernest Brophy
/s/ Robert E. Naughton Director August 22, 2003
- -----------------------------------
Robert E. Naughton
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EXHIBIT INDEX
4.03 Calton, Inc. 2000 Equity Incentive Plan, as amended
5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23.01 Consent of Aidman, Piser & Company
23.02 Consent of Giordano, Halleran & Ciesla, P.C. (filed with
Exhibit 5)
24. Power of Attorney (filed with signature pages)
7