As filed with the Securities and Exchange Commission on April 30, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NVR, INC.
(Exact name of
registrant as specified in its charter)
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Virginia
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54-1394360
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Paul C. Saville
President
and Chief Executive Officer
NVR, Inc.
11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(703) 956-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copies to:
Alan L. Dye
Eve N. Howard
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by NVR, Inc.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount
to be
registered(1)(2)
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Proposed
maximum
offering price
per unit(1)(2)
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Proposed
maximum
aggregate
offering price(1)(2)
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Amount of
registration fee(3)
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Debt Securities(4)
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Common Shares(4)
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Preferred Shares(4)
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Depositary Shares, representing Preferred Shares(4)
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Warrants(4)
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(1)
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An indeterminate amount of each identified class of securities to be offered at indeterminate prices is being
registered pursuant to this registration statement.
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(2)
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Omitted pursuant to General Instruction II.E. of Form S-3.
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(3)
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The registrant is deferring payment of the registration fee pursuant to Rule 456(b) under the Securities Act of
1933 and is omitting this information in reliance on Rule 456(b) under the Securities Act of 1933 and Rule 457(r) under the Securities Act of 1933. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r) under the Securities Act of 1933.
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(4)
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Also includes such indeterminate principal amount of debt securities, or such indeterminate number of preferred
shares, common shares or warrants as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, convertible, exchangeable or exercisable securities (including any securities issuable upon stock splits or similar
transactions pursuant to Rule 416 under the Securities Act of 1933) as may be offered pursuant to this Registration Statement. Separate consideration may or may not be received for any debt securities, preferred shares, common shares or warrants so
issued upon conversion, exchange or redemption.
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