S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on February 14, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NVR, Inc. (Exact name of registrant as specified in its charter) Virginia 54-1394360 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 7601 Lewinsville Road, Suite 300 McLean, VA 22102 (703) 761-2000 (Address of principal executive offices) (Zip code) Profit Sharing Plan of NVR, Inc. and Affiliated Companies (Full title of the plans) Dwight C. Schar Chairman of the Board, President and Chief Executive Officer NVR, Inc. 7601 Lewinsville Road, Suite 300 McLean, VA 22102 (Name and address of agent for service) (703) 761-2000 (Telephone number, including area code, of agent for service) Copy to: Suzanne A. Barr, Esq. HOGAN & HARTSON L.L.P. 555 Thirteenth Street, N.W. Washington, DC 20004-1109 (202) 637-5600 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Amount of securities Proposed maximum Proposed maximum to be registered(1) offering price per aggregate offering Amount of registration fee Title of securities to be registered share(2) price(2) ------------------------------------------------------------------------------------------------------------------------------------ Common stock, par value $.01 per share 500,000 $244.275 $122,137,500 $11,236.65 ====================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Profit Sharing Plan of NVR, Inc. and Affiliated Companies (the "Plan"). Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no additional registration fee is due with respect to the registration of the Plan interests. (2) Estimated solely for the purpose of calculating the amount of the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the registrant's common stock as reported on the American Stock Exchange on February 8, 2002 in accordance with Rule 457(c) under the Securities Act of 1933. =============================================================================== This registration statement relates to the registration of additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Profit Sharing Plan of NVR, Inc. and Affiliated Companies is effective. Pursuant to General Instruction E of Form S-8, the contents of the earlier Registration Statement on Form S-8 filed June 13, 1997 (Registration No. 333-29241) hereby are incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, NVR, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, as of February 14, 2002. NVR, Inc. By: /s/ Dwight C. Schar ------------------------------------------------- Dwight C. Schar Chairman of the Board, Chief Executive Officer and President POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Dwight C. Schar and Paul C. Saville, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement relating to the same offering as this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of February 14, 2002.
Signature Title --------- ----- /s/ Dwight C. Schar ----------------------------------------- Dwight C. Schar Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) /s/ Paul C. Saville ----------------------------------------- Paul C. Saville Chief Financial Officer, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)
2 Signature Title --------- ----- /s/ C. Scott Bartlett, Jr. -------------------------------------------- C. Scott Bartlett, Jr. Director /s/ Manuel H. Johnson -------------------------------------------- Manuel H. Johnson Director /s/ William A. Moran -------------------------------------------- William A. Moran Director /s/ David A. Preiser -------------------------------------------- David A. Preiser Director /s/ George E. Slye -------------------------------------------- George E. Slye Director /s/ John M. Toups -------------------------------------------- John M. Toups Director 3 Index to Exhibits Exhibit Number Description ------ ----------- 5.1 Internal Revenue Service letter of determination dated February 17, 2000, concerning the Plan's qualification under Section 401 of the Internal Revenue Code 23.1 Consent of KPMG LLP 24.1 Power of Attorney (included on signature page) 4