SC 13D 1 tsc13d-30299.txt SC 13D
------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response..........11 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* CALTON, INC. ------------------------------------------------------------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK ------------------------------------------------------------------------------------------------------------------------------------ (Title of Class of Securities) 131380503 ------------------------------------------------------------------------------------------------------------------------------------ (CUSIP Number) Laura A. Camisa, 2013 Indian River Boulevard, Vero Beach, FL 32960 (772) 794-1414 ------------------------------------------------------------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 2003 ------------------------------------------------------------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedules, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "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 13D --------------------------------------------------- ---------------------------------------- CUSIP NO. 131380503 PAGE 2 OF 5 PAGES ----------------- ------- ------- --------------------------------------------------- ---------------------------------------- ---------- ------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Laura A. Camisa ---------- ------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] Ms. Camisa expressly disclaims the existence of a group among herself and the following individuals who (B) [X] acquired an aggregate 4,087,500 shares of Calton, Inc. Common Stock at the same time as Ms. Camisa acquired 412,500 shares of Calton, Inc. Common Stock: Anthony J. Caldarone, John G. Yates and Maria F. Caldarone. ---------- ------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY ---------- ------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) P.F. ---------- ------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] N/A ---------- ------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizenship ---------- ------------------------------------------------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 498,863 ---------------------------- -------- ---------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 ---------------------------- -------- ---------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 498,863 ---------------------------- -------- ---------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ---------------------------- -------- ---------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 498,863 sole voting and sole dispositive power. Includes 12,667 shares subject to stock options which are exercisable within 60 days. ---------- ------------------------------------------------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] ---------- ------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% ---------- ------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ---------- -------------------------------------------------------------------------------------------------------------------------
STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED -------------------------------------------------------------------------------- SCHEDULE 13D ITEM 1. SECURITY AND ISSUER ------------------- 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) Laura A. Camisa. (b) Business address: 2013 Indian River Boulevard, Vero Beach, Florida 32960. (c) Senior Vice President of Calton, Inc., located at 2013 Indian River Boulevard, Vero Beach, Florida 32960. (d) During the past five years, Ms. Camisa has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, Ms. Camisa 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 violation with respect to such laws. (f) U.S. Citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- Ms. Camisa used personal funds in acquiring the shares of Common Stock of the Company. Page 3 of 5 Pages ITEM 4. PURPOSE OF TRANSACTION ---------------------- On August 29, 2003, Ms. Camisa purchased 412,500 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 4,087,500 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. Ms. Camisa serves as Senior Vice President of the Company. Other than as described above in this Item 4, Ms. Camisa 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 an officer of the Company, Ms. Camisa 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 ISSUER ------------------------------------ (a) The aggregate number of shares of Common Stock beneficially owned by Ms. Camisa as of the date of this Schedule 13D is 498,863 shares, or approximately 5.4% 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 412,500 shares issued to Ms. Camisa). These 498,863 shares of Common Stock include 12,667 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 Page 4 of 5 Pages 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, Ms. Camisa 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 SECURITIES OF THE ISSUER ----------------------------------- Except as set forth in this Schedule 13D, to the best knowledge of Ms. Camisa, 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 (incorporated by reference to Exhibit B to Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission by Anthony J. Caldarone on September 3, 2003) 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. -------------------------------------------------------------------------------- Date: September 5, 2003 -------------------------------------------------------------------------------- Signature Laura A. Camisa -------------------------------------------------------------------------------- Name/Title ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)