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 (Date of earliest event reported): July 19, 1999
CALTON, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433361
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
1-8846
(Commission File Number)
125 Half Mile Road
Red Bank, New Jersey 07701-6749
(Address of principal executive offices, including zip code)
Registrant's telephone number,
including area code: (732) 212-1280
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Item 5. Other Events
Calton, Inc. (the "Company"), announced today that it has acquired iAW,Inc.
(iAW) an Internet business solution provider established in 1995 that assists
companies in defining an effective Internet business strategy and implementing
the components of the strategy, including website design and E-Commerce
applications. iAW, which is an early stage development company, also provides
video conference services. The purchase price for the acquisition, which was
structured as an asset purchase, was $250,000. Kenneth D. Hill, who is a
Calton director, is the Chief Executive Officer and a principal shareholder of
iAW. Mr. Hill and two other officers of iAW have entered into employment
agreements with the Company pursuant to which they have each been granted
options to acquire 600,000 shares of Calton Common Stock at an exercise price
of $1.63 per share.
iAW's unaudited results are as follows: unaudited revenues and net income were
$218,000 and $44,000, respectively, for the year ended December 31, 1998.
Unaudited revenues and net income were $368,000 and $91,000, respectively,
for the six months ended June 30, 1999.
The acquired business will be operated through a wholly owned subsidiary of
Calton, which has changed its name to eCalton.com, Inc.
The Company has agreed to contribute up to $2,000,000 of debt and/or equity
capital, at such time and incremental amounts as it reasonable determines to
provide the funds necessary to implement the iAW business plan.
The Company continues to analyze other opportunities to deploy the funds
generated by its sale of Calton Homes, Inc. that occurred at the end of 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Calton, Inc.
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By: /s/David Coppola
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David J. Coppola, Vice President and Treasurer
(Principal Financial and Accounting Officer)
Dated: July 28, 1999
