FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 21, 1995
CALTON, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-8846 22-2433361
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
of incorporation)
500 Craig Road
Manalapan, New Jersey 07726
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (908) 780-1800
Item 5: Other Events
Calton, Inc. (the "Company" or "Calton") has announced that its Board of
Directors has accepted the resignation of Douglas T. Noakes as President, Chief
Executive Officer and Director of the Company. In addition, Peter P. Copses,
Harry J. Leonhardt, and William L. Mack have resigned as members of the Board.
The Board has elected Anthony J. Caldarone and J. Ernest Brophy to the Board of
Directors. In addition, the Board has elected Mr. Caldarone as Chairman,
President and Chief Executive Officer of the Company.
Mr. Caldarone, the founder of the Company, served as Chairman, President and
Chief Executive Officer of Calton from its inception in 1981 until June 1993.
Mr. Brophy, a self-employed attorney and Certified Public Accountant, served
as a Director of the Company from March 1983 through November 1985 and from
April 1986 through June 1993.
Mr. Caldarone, his wife, Joyce P. Caldarone, and Apollo Advisors, L.P.
("Apollo"), the holder of approximately 20% of the Company's outstanding Common
Stock, have entered into an agreement (the "Agreement") pursuant to which Mr.
and Mrs. Caldarone acquired from Apollo a total of 2,658,855 shares of Calton
Common Stock, representing approximately 10% of the Company's outstanding Common
Stock. As a result, Mr. and Mrs. Caldarone will own approximately 4,266,781
shares of Calton Common Stock, representing approximately 16% of the Company's
outstanding shares. In connection with the acquisition transaction, Mr.
Caldarone was granted a three year proxy by Apollo to vote in the election of
directors and certain "rights of first offer" with respect to the 2,658,000
shares of Calton Common Stock which continue to be owned by Apollo. As a result
of this arrangement, Mr. Caldarone and his wife will control the vote of
approximately 26.1% of the Company's Common Stock for purposes of electing
directors. The Agreement also grants Apollo certain "tag-along rights"
to sell shares of Calton Common Stock in the event of, and along with, certain
transfers of Common Stock made by Mr. and/or Mrs. Caldarone, and contains
provisions requiring (i) Apollo, under certain circumstances, to sell the Common
Stock owned by it in the event that Mr. and Mrs. Caldarone sell all of the
securities of the Company that they own and (ii) Mr. and Mrs. Caldarone to
offer to Apollo, under certain circumstances, the opportunity to purchase a pro
rata portion of additional securities acquired by Mr. and/or Mrs. Caldarone
from the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Calton, Inc.
(Registrant)
By: /s/ Bradley A. Little
Bradley A. Little
Senior Vice President-Finance
of Calton, Inc.
Date: November 29, 1995
