As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Calton, Inc.
(Exact Name of Issuer as Specified in its Charter)
New Jersey 22-2433361
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
500 Craig Road
Manalapan, New Jersey 07726-8790
(Address, including Zip Code, of Issuer's Principal Executive Offices)
------------------------------
AMENDED AND RESTATED CALTON, INC. 401(k) PLAN
(Full Title of the Plans)
------------------------------
ANTHONY J. CALDARONE
Chairman of the Board, President and Chief Executive Officer
Calton, Inc.
500 Craig Road
Manalapan, New Jersey 07726-8790
(908)780-1800
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
------------------------------
Copies to:
PHILIP D. FORLENZA
Giordano, Halleran & Ciesla
A Professional Corporation
P.O. Box 190
125 Half Mile Road
Middletown, New Jersey 07748
Proposed
Title of maximum
securities Amount Proposed maximum aggregate Amount of
to be to be offering price offering registration
registered registered per share (2) price (2) fee (2)
========== ========== ================ ========= ============
Common Stock 500,000 $.3125 $156,250 $100
$.01 par value Shares
(1), (3)
(1) Under the Amended and Restated Calton, Inc. 401(k) Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for purposes of calculating the registration
fee and based upon the average of the high and low sale prices of the
Calton, Inc. common stock as reported in the consolidated reporting
system for the American Stock Exchange on May 29, 1997.
(3) This Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to the Amended and
Restated Calton, Inc. 401(k) Plan to adjust for the occurrence of
certain corporate transactions or events including, without limitation,
a reorganization or recapitalization.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, this registration statement (the
"Registration Statement") is being filed by Calton, Inc. (the "Registrant")
solely to register an additional five hundred thousand (500,000) shares of the
Registrant's common stock, $.01 par value per share ("Common Stock"), reserved
for issuance under the Amended and Restated Calton, Inc. 401(k) Plan (the
"401(k) Plan"). The contents of a registration statement on Form S-8
(Registration No. 33-75184), which is currently effective and which was filed
by the Registrant with the Securities and Exchange Commission (the
"Commission") on February 11, 1994, to register an indeterminate amount of
interests to be offered or sold pursuant to the 401(k) Plan, shall be deemed to
be incorporated herein by reference and to be a part hereof from the date of
filing this Registration Statement with the Commission. On October 21, 1993,
the Registrant filed a registration statement on Form S-8 (Registration No. 33-
70628) with the Commission to register eight hundred thousand (800,000) shares
of the Registrant's Common Stock reserved for issuance under the 401(k) Plan,
and the contents of such registration statement shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing this Registration Statement with the Commission. Any information that
is required to be disclosed in this Registration Statement is included in such
earlier registration statements.
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
5 Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23 Consent of Coopers & Lybrand L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the Registrant
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 the County of Monmouth, State of New Jersey, on the 30th day of
May, 1997.
CALTON, INC.
(Registrant)
By: /s/ Anthony J. Caldarone
Name: Anthony J. Caldarone
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. Caldarone and Bradley A. Little, 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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Anthony J. Caldarone Chairman, Chief Executive May 30, 1997
- --------------------------- Officer and President
(Anthony J. Caldarone) (Principal Executive Officer)
/s/ Bradley A. Little Senior Vice President - Finance May 30, 1997
- --------------------------- & Treasurer (Principal
(Bradley A. Little) Financial & Accounting Officer)
/s/ J. Ernest Brophy Director May 30, 1997
- ---------------------------
(J. Ernest Brophy)
/s/ Frank Cavell Smith, Jr. Director May 30, 1997
- ---------------------------
(Frank Cavell Smith, Jr.)
/s/ Mark N. Fessel Director May 30, 1997
- ---------------------------
(Mark N. Fessel)
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
5 Opinion and Consent of Giordano, Halleran & Ciesla, P.C.
23 Consent of Coopers & Lybrand L.L.P.
CALTON, INC.
FORM S-8
EXHIBIT 5
OPINION AND CONSENT OF
GIORDANO, HALLERAN & CIESLA
DATED MAY 30, 1997
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
125 Half Mile Road
P.O. Box 190
Middletown, New Jersey 07748
(908) 741-3900
May 30, 1997
Calton, Inc.
500 Craig Road
Manalapan, New Jersey 07726
Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"), filed on this date by Calton,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), to which this opinion letter is attached as an exhibit, for the
registration of an additional 500,000 shares (the "Shares") of the Company's
Common Stock, $.01 par value ("Common Stock"). The 500,000 shares are reserved
for and may be issued to the individual accounts of Company employees
participating in the Amended and Restated Calton, Inc. 401(k) Plan (the "401(k)
Plan") as part, or all of the Company's matching contribution to the accounts
of 401(k) Plan participants.
We have examined the original or a photostatic or certified copy of such
documents, records and other information as deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have
assumed the authenticity of each document submitted to us as an original, the
conformity to the original document of each document submitted to us as a
certified or photostatic copy, and the authenticity of the original each such
latter document. In addition, we have assumed, in rendering the opinion set
forth below, that any stock certificate evidencing any shares of the Company's
Common Stock issued pursuant to the 401(k) Plan, will have been duly executed
on behalf of the Company and will have been countersigned by the Company's
transfer agent and registered by the Company's registrar prior to their
issuance.
On the basis of our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we
have examined, we are of the opinion that the Shares have been duly and validly
authorized and reserved for issuance and that upon the issuance of the Shares
therefor in accordance with the provisions of the 401(k) Plan, the Shares will
be validly issued, fully paid and nonassessable.
We consent to the filing of the opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ GIORDANO, HALLERAN & CIESLA
A Professional Corporation
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 10, 1997 (except for certain portions
thereof as to which the date is April 11, 1997) on our audits of the
consolidated financial statements of Calton, Inc.
/s/ Coopers & Lybrand, L.L.P.
Princeton, New Jersey
May 29, 1997
