SC 13G/A 1 calton13gamend2exit.txt SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________________ SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2, Exiting)* CALTON, INC. (Name of Issuer) Common Stock, $.05 Par Value (Title of Class of Securities) 131380503 (CUSIP Number) December 31, 2003 (Date of event which requires filing this statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1 (b) [X] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to the "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton International Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 170,215 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 170,215 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 170,215 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth LLC 22-3682580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 25,096 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 25,096 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,096 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth (BVI) Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 93,848 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 93,848 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,848 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Caxton Associates, L.L.C. 22-3430173 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 289,159 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 289,159 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 289,159 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Bruce S. Kovner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 289,159 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 289,159 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 289,159 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Kurt Feuerman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) X 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 4,000 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 4,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment 2 (Exiting) to Schedule 13G relates to the Common Stock, par value $.05 per share (the "Common Stock") of Calton, Inc., a New Jersey corporation, 2013 Indian River Blvd. Vero Breach, FL 32960. Item 4. Ownership (a) Amount beneficially owned: (i) The amount of shares of Common Stock beneficially owned by Caxton International Limited ("Caxton International") is 170,215. (ii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)") is 93,848. (iii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth LLC ("Caxton Equity Growth") is 25,096. (iv) The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates, L.L.C. ("Caxton Associates") by reason of its voting and dispositive powers is 289,159. (v) Mr. Kovner, by reason of being Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates is also deemed to beneficially own such shares. (vi) The amount of shares of Common Stock beneficially owned by Mr. Feuerman is 4,000. (b) Percent of Class: (i) Caxton International beneficially owns 1.9% of the Class of Common Stock. (ii) Caxton Equity Growth (BVI) beneficially 1.0% owns of the Class of Common Stock. (iii) Caxton Equity Growth beneficially owns 0.3% of the Class of Common Stock. (iv) Caxton Associates is deemed to beneficially own 3.1% of the class of Common Stock. (v) Mr. Kovner is deemed to beneficially own 3.1% of the Class of Common Stock. (vi) Mr. Feuerman beneficially owns 0.04% of the Class of Common Stock. (c) Number of shares as to which Caxton International has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 170,215 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 170,215 Number of shares as to which Caxton Equity Growth (BVI) has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 93,848 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 93,848 Number of shares as to which Caxton Equity Growth has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 25,096 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 25,096 Number of shares as to which Caxton Associates has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 289,159 (iii) Sole power to dispose or to direct the disposition of:0 (iv) Shared power to dispose or to direct the disposition of: 289,159 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 289,159 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 289,159 Number of shares as to which Mr. Feuerman has: (i) Sole power to vote or to direct the vote: 4,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 4,000 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. [X] Item 10. Certification. By signing below, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. January 9, 2004 CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary CAXTON EQUITY GROWTH (BVI) Ltd. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President By:/s/Maxwell Quin Name: Maxwell Quin Title: Secretary CAXTON EQUITY GROWTH LLC By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager CAXTON ASSOCIATES, L.L.C. By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact /s/Kurt Feuerman Kurt Feuerman Certification The undersigned hereby certifies that the shares of Calton, Inc. Inc. purchased on behalf of Caxton International Limited, Caxton Equity Growth (BVI), Caxton Equity Growth LLC and the shares owned by Mr. Feuerman were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. /s/Kurt Feuerman Kurt Feuerman Date: January 9, 2004