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
EXHIBIT 5.1 ----------- DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: February 17, 2000 54-139430 DLN: 17007258004049 NVR INC Person to Contact: 7601 LEWINSVILLE ROAD SUITE 300 DIANE BACON FUTCH ID# 52053 MCLEAN, VA 22102 Contact Telephone Number: (877) 829-5500 Plan Name: NVR INC PROFIT SHARING PLAN Plan Number: 001 Dear Applicant: We have made favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some events that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenues Code. It is not a determination regarding the effect of other federal or local statues. This determination is subject to your adoption of the proposed amendments submitted in your letter dated February 11, 2000. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) executed on July 21, 1999. This plan has been mandatory disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4) - 1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4) - 4(b) of the regulations with respect to those benefits, rights and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefitting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This letter considers the changes in the qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, and the Taxpayer Relief Act of 1997, Pub. L. 105-34, and the changes in the qualifications requirements made by the Small Business Job Protection Act of 1996, Pub. L. 104-188, that are effective before the first day of the first plan year beginning after December 31, 1998. The information on the enclosed Publication 794 is an integral part of this determination. Please be sure to read and keep it with this letter. The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Carol D. Gold --------------------------- Carol D. Gold Director, Employee Plans Enclosures: Publication 794
EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS The Board of Directors NVR, Inc.: We consent to the use of our report dated January 24, 2002, with respect to the consolidated balance sheets of NVR, Inc. and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three year period ended December 31, 2001, incorporated herein by reference. McLean, Virginia February 14, 2002