NVR Inc – ‘S-8’ on 6/13/97

As of:  Friday, 6/13/97   ·   Effective:  6/13/97   ·   Accession #:  928385-97-1029   ·   File #:  333-29241

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     38K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      Profit Sharing Plan                                   39    207K 
 3: EX-4.2      Trust Agreement                                       35    123K 
 4: EX-5        Internal Revenue Service Letter                        2     10K 
 5: EX-23       Consent of Kpmg Peat Marwick LLP                       2      6K 
 6: EX-99.1     Articles 8 and 9                                       3     12K 
 7: EX-99.2     Sections of Virginia Stock Corp. Act                   4     13K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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As Filed With The Securities and Exchange Commission on June 13, 1997 

                                                   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               7601 Lewinsville Road        54-1394360
(State or other jurisdiction of  McLean, Virginia  22102      (IRS employer     
incorporation or organization)       (703) 761-2000       identification number)

 (Address, including zip code, and telephone number,
including area code, of registrants' principal
executive offices)

------------------------

 PROFIT SHARING PLAN OF NVR, INC. AND AFFILIATED COMPANIES
(Full title of the plan)

------------------------

 Dwight C. Schar
 7601 Lewinsville Road
McLean, Virginia 22102
(703) 761-2000
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copy to:
J. Warren Gorrell, Jr., Esq.
 Eve N. Howard, Esq.
Hogan & Hartson L.L.P.
 555 Thirteenth Street, N.W.
 Washington, D.C. 20004-1109
(202) 637-5600

------------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]


====================================================================================================================================

                                                  Amount           Proposed maximum         Proposed maximum         Amount of      
               Title of securities                 to be            offering price         aggregate offering      registration     
                to be registered               registered(1)        per share (2)               price (2)               fee         
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Common Stock, par value $0.01 per share           300,000               $15.25                 $4,575,000             $1,386        
------------------------------------------------------------------------------------------------------------------------------------


(1) Pursuant to Rule 416(c), 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.                                             

(2) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457 of the Securities Act of 1933, as amended, based on the    
average of the high and low prices per share of NVR, Inc. Common Stock, par     
value $.01 per share, on June 9, 1997, as reported on the American Stock        
Exchange.                                                                       

================================================================================

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PART I  

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS  

        The documents containing the information specified in this Part I will
be sent or given to employees participating in the Profit Sharing Plan of NVR,  
Inc. and Affiliated Companies (the "Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with   
the instructions to Part I of Form S-8, such documents will not be filed with   
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to 
Rule 424 of the Securities Act.                                                 

PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

Item 3.  Incorporation of Documents by Reference.                               

         NVR, Inc. (the "Registrant") hereby incorporates by reference into this
registration statement the following documents filed by it with the Commission: 

     (a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.                                  

       (b)  All reports filed by NVR with the Commission pursuant to Section
           13(a) or 15(d) of the Securities and Exchange Act of 1934 since
December 31, 1996;                                  

        (c)  The description of the Registrant's common stock contained in the
             Registrant's Registration Statement on Form S-1, No. 33-69436, as
          amended, originally filed with the Commission on September 24,
  1993, which is an exhibit to the Registrant's Form 8-A
             registration statement filed with the Commission on September 27,
1993; and                                           

      (d)  All documents and reports filed by the Registrant subsequent to
              the date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of
          the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), prior to the filing of a post-effective amendment which
         indicates that all securities offered have been sold or which
              deregisters all securities remaining unsold, shall be deemed to be
              incorporated by reference in this Registration Statement and to be
       part of hereof from the date of filing of such documents or
reports.                                            

    The Profit Sharing Plan of NVR, Inc. and Affiliated Companies (the
"Plan") hereby incorporates by reference into this Registration Statement the   
Plan's Annual Report on Form 11-K for the year ended December 31, 1996 and all  
documents and reports filed by the Plan subsequent to the date hereof pursuant  
to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,  
as amended (the "Exchange Act"), prior to the filing of a post-effective        
amendment which indicates that all securities offered have been sold or which   
deregisters all securities remaining unsold.                                    

    Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the   
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or         
supersedes such prior statement. The documents required to be modified or       
superseded shall not be deemed to constitute a part of the Registration         
Statement, except as so modified or superseded.                                 

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     To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such  
proxy statement which is not, pursuant to the Commission's rules, deemed to be  
"filed" with the Commission or subject to the liabilities of Section 18 of the  
Exchange Act.                                                                   

Item 4.  Description of Securities.                                             

     A description of the Registrant's common stock, par value $0.01 per
share, is incorporated by reference under Item 3.                               

Item 5.  Interests of Named Experts and Counsel.                                

Not Applicable.                                               

Item 6.  Indemnification of Directors and Officers.                             

        Each director and officer of the Registrant is insured and indemnified
against liability incurred by him or her in his or her capacity as an officer   
and/or director, pursuant to the following:                                     

      (a)  Articles 8 and 9 of the Registrant's Articles of Incorporation,
entitled "Indemnification" and "Limitation of Liability of Officers and         
Directors," respectively, which are set forth as Exhibit 99.1 to this           
Registration Statement and are incorporated herein by reference; and            

      (b)  Sections 13.1-692.1, 13.1-697, 13.1-698, 13.1-702, 13.1-703 and
13.1-704 of the Virginia Stock Corporation Act, which are set forth as Exhibit  
99.2 to this Registration Statement and are incorporated herein by reference.   

*     *     * 

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,  
officers, and controlling persons of the Registrant pursuant to the foregoing   
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for  
indemnification against such liabilities (other than the payment by the         
Registrant of expenses incurred or paid by a director, officer or controlling   
person of the Registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the Registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such         
indemnification by it is against public policy as expressed in the Securities   
Act and will be governed by the final adjudication of such issue.               

Item 7.  Exemption from Registration Claimed.                                   

Not applicable.                                               

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Item 8.  Exhibits.                                                              

                                                                [Download Table]


         Exhibit                                                                
         Number        Description                                              
----------------------------------                                              
                                                                                
         4.1           Profit Sharing Plan of NVR, Inc. and Affiliated Companies

         4.2           Trust Agreement for the Profit Sharing Plan of NVR, Inc. 
                       and Affiliated Companies effective as of January 1, 1984 
                       by NVR, Inc. and Affiliated Companies with Mellon Bank,  
                       N.A. (successor to Pittsburgh National Bank), as Trustee.

         5             Internal Revenue Service letter of determination dated   
                       May 10, 1996, concerning the Plan's qualification under  
                       Section 401 of the Internal Revenue Code.                

         23            Consent of KPMG Peat Marwick LLP (independent auditors)  

         24            Powers of Attorney, included on the signature page at 5  

         99.1          Articles 8 and 9 of the Articles of Incorporation of NVR,
                       Inc.                                                     

         99.2          Sections 13.1-692.1, 13.1-697, 13.1-698, 13.1-702, 13.1- 
                       703 and 13.1-704 of the Virginia Stock Corporation Act   


Item 9.  Undertakings.                                                          

(a)  The undersigned Registrant hereby undertakes:            

            (1)      To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement:

               (A) To include any prospectus required by Section
10(a)(3) of the Securities Act;                     

                  (B) To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement (or
    the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change
       in the information set forth in the registration statement;

                     (C) To include any material information with respect to
    the plan of distribution not previously disclosed in the
             registration statement or any material change to such information
in the registration statement.                      

         Provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply
   if the registration statement is on Form S-3 or Form S-8, and the
      information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
   that are incorporated by reference in the registration statement.

             (2)      That, for the purpose of determining any liability under
        the Securities Act, each such post-effective amendment shall be deemed
to be a new registration                                      

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        statement relating to the securities offered therein, and the offering
        of such securities at that time shall be deemed to be the initial bona
fide offering thereof.                                        

             (3)      To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
the termination of the offering.                              

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the          
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Exchange Act (and, where applicable, each filing of an employee benefit plan's  
annual report pursuant to Section 15(d) of the Exchange Act) that is            
incorporated by reference in the registration statement shall be deemed to be a 
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

        (c)  The undertaking concerning indemnification is set forth under the
response to Item 6.                                                             

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SIGNATURES  

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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, on June 13,
1997.                                                                           

NVR, INC. 

             By: /s/ Dwight C. Schar
                                      ------------------------------------------
             Dwight C. Schar
                                    Chairman of the Board, Chief Executive
                   Officer and President

 Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Profit Sharing Plan of NVR, Inc.  
and Affiliated Companies), have 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, on June 13, 1997.                  

                          PROFIT SHARING PLAN OF NVR, INC. AND
          AFFILIATED COMPANIES

      By: /s/ Tom Ford
                                      ------------------------------------------
            Name: Tom Ford
                                            ------------------------------------
                        Title:  Plan Administrator

POWER OF ATTORNEY 

Know all Men by These Presents, that each individual whose signature  
appears below constitutes and appoints Dwight C. Schar, Paul C. Saville and     
Dennis M. Seremet, and each of them, his true and lawful attorney-in-fact and   
agent, with power of substitution and resubstitution, for him and in his name,  
place and stead, in any and all capacities, to sign any and all amendments      
(including post-effective amendments) to this registration statement, and to    
file the same, with all exhibits thereto and other documents in connection      
therewith, with the Securities and Exchange Commission, granting unto said      
attorneys-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 in  
and about the premises, as fully to all intents and purposes as he might or     
could do in person, hereby ratifying and confirming all that said attorneys-in- 
fact and agents, or any of them, or their, his or her substitutes or substitute,
may lawfully do or cause to be done by virtue hereof.                           

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in   
the capacities and on the dates indicated.                                      

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            Signature                                 Title                           Date  
            ---------                                 -----                           ----  
                                                                                            

/s/ Dwight C. Schar                      Chairman of the Board of Directors, Chief  06/13/97
---------------------------------------  Executive Officer                                  
Dwight C. Schar                                                                             

/s/ Paul C. Saville                      Chief Financial Officer, Senior Vice       06/13/97
---------------------------------------  President-Finance and Treasurer                    
Paul C. Saville                                                                             

/s/ Dennis M. Seremet                    Principal Accounting Officer, Vice         06/13/97
---------------------------------------  President and Controller                           
Dennis M. Seremet                                                                           

/s/ C. Scott Bartlett, Jr.               Director                                   06/13/97
---------------------------------------                                                     
C. Scott Bartlett, Jr.                                                                      

/s/ Manuel H. Johnson                    Director                                   06/13/97
---------------------------------------                                                     
Manuel H. Johnson                                                                           

/s/ William A. Moran                     Director                                   06/13/97
---------------------------------------                                                     
William A. Moran                                                                            

/s/ Richard H. Norair                    Director                                   06/05/97
---------------------------------------                                                     
Richard H. Norair                                                                           

/s/ David A. Preiser                     Director                                   06/13/97
---------------------------------------                                                     
David A. Preiser                                                                            

/s/ George E. Slye                       Director                                   06/13/97
---------------------------------------                                                     
George E. Slye                                                                              

/s/ John M. Toups                        Director                                   06/13/97
---------------------------------------                                                     
John M. Toups                                                                               

/s/ Frederick W. Zuckerman               Director                                   06/13/97
---------------------------------------                                                     
Frederick W. Zuckerman                                                                      


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EXHIBIT INDEX 

                                                                [Download Table]


Exhibit                                                                          
Number            Description                                               Page 
-------------------------------------------------------------------------------- 
                                                                                 
4.1         Profit Sharing Plan of NVR, Inc. and Affiliated Companies            

4.2         Trust Agreement for the Profit Sharing Plan of NVR, Inc. and         
            Affiliated Companies effective as of January 1, 1984 by NVR, Inc.    
            and Affiliated Companies with Mellon Bank, N.A. (successor to        
            Pittsburgh National Bank), as Trustee.                               

5           Internal Revenue Service letter of determination dated May 10, 1996, 
            concerning the Plan's qualification under Section 401 of the         
            Internal Revenue Code.                                               

23          Consent of KPMG Peat Marwick LLP (independent auditors)              

24          Powers of Attorney, included on the signature page at 5              

99.1        Articles 8 and 9 of the Articles of Incorporation of NVR, Inc.       

99.2        Sections 13.1-692.1, 13.1-697, 13.1-698, 13.1-702, 13.1-703 and 13.1-
            704 of the Virginia Stock Corporation Act                            


7 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/13/97		1		6
		6/9/97		1
		12/31/96		2					10-K
		5/10/96		4		8
		9/27/93		2
		9/24/93		2
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  NVR Inc.                          10-K       12/31/23   94:9.3M
 2/15/23  NVR Inc.                          10-K       12/31/22   96:60M
 2/16/22  NVR Inc.                          10-K       12/31/21   94:10M
 2/12/21  NVR Inc.                          10-K       12/31/20   98:12M