SC 13D 1 tsc13d-30555.txt SC 13D

AMENDMENT NO. 5 TO STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED -------------------------------------------------------------------------------- This Amendment No. 5 amends the Statement on Schedule 13D, as amended and supplemented to date, relating to the shares of Common Stock of Calton, Inc. previously filed by Anthony J. Caldarone (the "Reporting Person"). This Amendment No. 5 corrects certain information set forth in Amendment No. 4 to Schedule 13D. Such Statement on Schedule 13D as so amended and supplemented is referred to as the "Schedule 13D". ITEM 1. IDENTITY AND BACKGROUND This Schedule 13D relates to the Common Stock, par value $.05 per share ("Common Stock"), of Calton, Inc., a New Jersey corporation (the "Company"). The principal executive offices of the Company are located at 2013 Indian River Boulevard, Vero Beach, Florida 32960. ITEM 2. IDENTITY AND BACKGROUND (a) Anthony J. Caldarone. (b) Business address: 2013 Indian River Boulevard, Vero Beach, Florida 32960. (c) Chairman and Chief Executive Officer of Calton, Inc., located at 2013 Indian River Boulevard, Vero Beach, Florida 32960. (d) During the past five years, Anthony Caldarone has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years Anthony Caldarone has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of which was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) U.S. Citizen. Page 3 of 5 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Caldarone used personal funds in acquiring the shares of Common Stock of the Company. Mr. Caldarone occasionally uses borrowed funds to purchase securities. ITEM 4. PURPOSES OF TRANSACTIONS On August 29, 2003, Mr. Caldarone purchased 2,597,000 shares of Common Stock from the Company in a private transaction at a price of $.24 per share. The shares were purchased for long term investment purposes. On the same date, the Company (i) sold an additional 1,903,000 shares of Common Stock to other officers of the Company at a price of $.24 per share, (ii) completed the acquisition of 35 residential lots in Vero Beach, Florida and (iii) announced that it intends to complete the construction of the 35 lots and explore additional homebuilding opportunities. Mr. Caldarone serves as Chairman of the Board and Chief Executive Officer of the Company. Other than as described above in this Item 4, Mr. Caldarone has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g) (4) of the Act, as amended or (j) any action similar to those enumerated above; however, as Chairman and Chief Executive Officer of the Company, Mr. Caldarone may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to the Board of Directors of the Company or other parties with respect to such matters. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY (a) The aggregate number of shares of Common Stock beneficially owned by Mr. Caldarone as of the date of this Schedule 13D is 4,322,705 shares, or approximately 46.2% of the class of securities identified in Item 1 based on 4,696,840 shares of Common Stock outstanding as of July 14, 2003, as reported in the Company's Report on Form 10-QSB for the quarter ended May 31, 2003 plus an additional 4,500,000 shares of Common Stock issued to officers of the Company on August 29, 2003 (including the 2,597,000 shares issued to Mr. Caldarone). These 4,322,705 shares of Common Stock includes (i) 456,240 shares owned by Page 4 of 5 Pages Joyce P. Caldarone, Mr. Caldarone's wife, as to which he disclaims any beneficial ownership and (ii) 159,000 shares subject to stock options exercisable within 60 days. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, or shared power to dispose or indirect the disposition for the Reporting Person is set forth in the cover page and such information is incorporated herein by reference. (c) Except as described above, Mr. Caldarone has had no transactions in the class of securities reported herein during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Except as set forth in this Schedule 13D, to the best knowledge of Mr. Caldarone, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A. Stock Purchase Agreement (incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 2003 filed with the Securities and Exchange Commission on July 15, 2003) B. Amendment to Stock Purchase Agreement (filed with Amendment No. 4 to Schedule 13D). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 20, 2003 -------------------------------- Anthony J. Caldarone Page 5 of 5 Pages

CALDARONE ANTHONY J SC 13D