-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PoMvzu/0qW6CXPa0aDfrjsa6XAFGNcnghwTOcP1I0f4W6cvDMjCjIJYpu531zKY8 td7Te0xLcBYj/G68ri5ylQ== 0001188112-06-002285.txt : 20060801 0001188112-06-002285.hdr.sgml : 20060801 20060801154157 ACCESSION NUMBER: 0001188112-06-002285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALTON INC CENTRAL INDEX KEY: 0000717216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 222433361 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08846 FILM NUMBER: 06994410 BUSINESS ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 BUSINESS PHONE: 7727941414 MAIL ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 8-K 1 t11165_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 31, 2006 CALTON, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 1-8846 22-2433361 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification Number) 2050 40TH AVENUE, SUITE ONE VERO BEACH, FLORIDA 32960 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (772) 794-1414 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On July 31, 2006, eCalton.com, Inc., a wholly-owned subsidiary of Calton, Inc. (the "Company"), sold substantially all of its assets to Bray Web Development, Inc. pursuant to an Asset Purchase Agreement dated July 24, 2006. Prior to the sale, Gregory A. Bray, the President and a principal of Bray Web Development, Inc., was the Vice President of Operations of eCalton.com, Inc. The purchase price for the assets sold to Bray Web Development, Inc. was $250,000. Bray Web Development, Inc. also assumed certain specified liabilities of eCalton.com, Inc. The Company is no longer in the business of providing Internet business solutions or website development and design services. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description ----------- ----------- 99.1 News Release dated August 1, 2006, of Calton, Inc. Re: eCalton.com, Inc. Asset Sale SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Calton, Inc. ------------------------------------- (Registrant) By: /s/ Laura A. Camisa ------------------------------------- Laura A. Camisa Chief Financial Officer and Treasurer Dated: August 1, 2006 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- August 1, 2006 FOR FURTHER INFORMATION CONTACT: Anthony J. Caldarone Chairman, President and Chief Executive Officer Calton, Inc. (772) 794-1414 Company website: www.caltoninc.com ----------------- CALTON, INC. ANNOUNCES SALE OF INTERNET SUBSIDIARY Vero Beach, Florida, August 1, 2006 - Calton, Inc. (OTC.BB: CTON.OB) announced today the sale of its internet subsidiary. Anthony J. Caldarone, Chairman, President and Chief Executive Officer, stated that on July 31, 2006, Calton, Inc. (the "Company") sold substantially all of the assets of one of its wholly-owned subsidiaries, eCalton.com, Inc. ("eCalton"), to Bray Web Development, Inc. The sale of the assets was made pursuant to an Asset Purchase Agreement dated July 24, 2006. The Company first acquired its eCalton subsidiary in July of 1999. Gregory A. Bray, the President and a principal of Bray Web Development, Inc., was the Vice President of Operations of eCalton, and all of the former employees of this subsidiary will be retained by the new company. The purchase price of the eCalton assets was $250,000. In addition, Bray Web Development assumed certain specified liabilities of eCalton. Due to this sale, the Company will no longer be in the business of providing Internet business solutions, website development or design services. ________________________________________________________________________________ Certain information included in this press release and Company filings (collectively, "SEC filings") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such SEC filings) contains or may contain forward looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the Company's ability to raise capital, commercial acceptance of the Company's co-branded customer loyalty credit card program, national and local economic conditions, including conditions in the residential homebuilding industry, conditions and trends in the homebuilding industry in general, changes in interest rates, the Company's ability to acquire property for development, the impact of severe weather on the Company's homebuilding operations, the effect of governmental regulation on the Company and other factors described from time to time in our filings with the Securities and Exchange Commission. ________________________________________________________________________________ Page 1 of 1 -----END PRIVACY-ENHANCED MESSAGE-----