<PAGE>
As filed with the Securities and Exchange Commission on June 4, 1989
Registration Statement No. 333-____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (I.R.S. Employer Identification Number)
incorporation or organization)
7601 Lewinsville Road
McLean, Virginia 22102
(703) 761-2000
(Address of principal executive office, including zip code)
NVR, INC. 1998 MANAGEMENT
LONG-TERM STOCK
OPTION PLAN
(Full title of the Plan)
_________________
Dwight C. Schar
7601 Lewinsville Road
McLean, Virginia 22102
(703) 761-2000
(Name, address and telephone number, including area code, of agent for service)
With copy to:
Christopher C. Giragosian, Esq.
Hunton & Williams
1751 Pinnacle Drive
Suite 1700
McLean, Virginia 22102
(703) 714-7426
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share/(1)/ offering price/(1)/ registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 shares $48.50(1) $48,500,000 $13,483
value $.01 per share
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) under the Securities Act of 1933
on the basis of $48.50 per share, which was the average of the high and low
prices of the Common Stock on the American Stock Exchange on June 1, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by NVR, Inc. (the "Corporation") with the
Commission are incorporated herein by reference and made a part hereof: (i) the
Corporation's Annual Report on Form 10-K for the fiscal year ended December 31,
1998; (ii) the Corporation's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1999.
Additionally incorporated by reference in this Registration Statement is
the description of the Corporation's Common Stock (the "Common Stock") contained
in the Corporation's Registration Statement on Form S-1, Registration No. 33-
69436, as amended, originally filed with the Commission on September 24, 1993,
which is an exhibit to the Corporation's Registration Statement on Form 8-A
filed with the Commission on September 27, 1993, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Section 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 that indicates that all
securities registered hereunder have been issued or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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:
II-2
<PAGE>
(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 in Exhibit 3.7 to NVR, Inc.'s 1993
Registration Statement 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, are hereby incorporated by reference
herein.
* * *
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 Registation Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
- -----------
3.1 Restated Articles of Incorporation of the Corporation incorporated
herein by reference to Exhibit 3.7 in NVR, Inc.'s 1993 Registration
Statement.
3.2 By-laws of the Corporation incorporated herein by reference to Exhibit
3.8 in NVR, Inc.'s 1993 Registration Statement.
4 NVR, Inc. 1998 Management Long-Term Stock Option Plan.
5 Opinion of Hunton & Williams as to the legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5
to the Registration Statement).
23.2 Consent of KPMG LLP (independent auditors).
24 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;
II-3
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Corporation pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (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 this 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 as set forth under the
response to Item 6.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation
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 this
fourth day of June, 1999.
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, this registration
statement has been signed by the following persons in the capacities indicated
on this fourth day of June, 1999. Each person whose signature appears below
hereby authorizes either agent for service named in the registration statement
to execute in the name of each such person, and to file, any amendment,
including any post-effective amendment, to the registration statement making
such changes in the registration statement as the registrant deems appropriate,
and appoints such agent for service as attorney-in-fact to sign on his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to the registration statement.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Dwight C. Schar Chairman of the Board of Directors, President, and
By:_____________________________________________ Chief Executive Officer
Dwight C. Schar
/s/ Paul C. Saville
By:_____________________________________________ Chief Financial Officer, Senior Vice President and
Paul C. Saville Treasurer
/s/ Dennis M. Seremet
By:_____________________________________________ Vice President and Controller
Dennis M. Seremet
/s/ C. Scott Bartlett, Jr.
By:_____________________________________________ Director
C. Scott Bartlett, Jr.
/s/ Manuel H. Johnson
By:_____________________________________________ Director
Manuel H. Johnson
/s/ William A. Moran
By:_____________________________________________ Director
William A. Moran
</TABLE>
II-5
<PAGE>
/s/ Richard H. Norair, Sr.
By:_____________________________________________ Director
Richard H. Norair, Sr.
/s/ David A. Preiser
By:_____________________________________________ Director
David A. Preiser
/s/ George E. Slye
By:_____________________________________________ Director
George E. Slye
/s/ John M. Toups
By:_____________________________________________ Director
John M. Toups
II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
Filed With
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
NVR, INC.
1998 Management Long-Stock Option Plan
(full title of the plan)
- --------------------------------------------------------------------------------
II-7
<PAGE>
EXHIBIT INDEX
-------------
3.1 Restated Articles of Incorporation of the Corporation Incorporated herein
by reference to Exhibit 3.7 in NVR, Inc.'s 1993 Registration Statement.
3.2 By-laws of the Corporation Incorporated herein by reference to Exhibit 3.8
in NVR, Inc.'s 1993 Registration Statement.
4 NVR, Inc. 1998 Management Long-Term Stock Option Plan.
5 Opinion of Hunton & Williams.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5 to
the Registration Statement).
23.2 Consent of KPMG LLP (independent auditors).
24 Power of Attorney (included on signature page).
II-8
<PAGE>
Exhibit 4
NVR, INC.
1998 MANAGEMENT LONG-TERM
STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. PURPOSE....................................................... 1
2. SHARES SUBJECT TO THE PLAN.................................... 1
3. ELIGIBILITY................................................... 1
4. ADMINISTRATION................................................ 1
5. EFFECTIVE DATE AND TERM OF THE PLAN........................... 2
6. OPTION PRICES................................................. 3
7. OPTION PERIOD................................................. 3
8. EXERCISE OF THE OPTIONS....................................... 3
9. NONTRANSFERABILITY OF OPTIONS................................. 5
10. RIGHTS AS A HOLDER OF SHARES.................................. 5
11. RESTRICTIONS ON TRANSFER OF SHARES............................ 5
12. ADJUSTMENTS UPON CHANGES IN SHARES............................ 5
13. CHANGE OF CONTROL; SALE OF ASSETS/STOCK....................... 6
14. USE OF PROCEEDS............................................... 6
15. OTHER PROVISIONS.............................................. 6
16. TAX WITHHOLDING............................................... 7
17. AMENDMENT..................................................... 7
18. SUSPENSION OR TERMINATION OF PLAN............................. 7
19. INDEMNIFICATION............................................... 7
20. DISCLAIMER OF EMPLOYMENT RIGHTS............................... 7
</TABLE>
<PAGE>
NVR, INC.
1998 MANAGEMENT LONG-TERM
STOCK OPTION PLAN
1. PURPOSE.
This Plan is intended and is being adopted to provide an incentive to
certain officers and other key executive and management employees of NVR, Inc.
(the "Corporation") and any corporation controlling, controlled by or under
common control with the Corporation (the "Affiliates") (a) to encourage them to
remain in the employ of the Corporation and its Affiliates, (b) to promote the
continued profitability and growth of the Corporation and (c) to enable and
assist managers to acquire and hold shares of voting common stock of the
Corporation ("Shares") in accordance with Corporation guidelines for ownership
of Shares by managers.
2. SHARES SUBJECT TO THE PLAN.
The aggregate number of Shares which may be covered by stock options
("Options") granted pursuant to the Plan is 1,000,000, subject to adjustment
under Section 12. Shares covered by Options that expire unexercised shall again
be available for grant under the Plan.
3. ELIGIBILITY.
Options may be granted under the Plan to certain officers and other
key executive and management employees of the Corporation or any Affiliate
(including any such employee who is an officer or director of the Corporation or
any Affiliate) (the "Participants") as of the Effective Date (as defined below)
as the Committee shall determine and designate from time to time prior to
expiration or termination of the Plan. An individual may hold more than one
Option, subject to such restrictions as are provided herein. The maximum number
of Shares subject to Options that can be awarded under the Plan to any executive
officer of the Corporation or an Affiliate, or to any other person eligible for
a grant under the Plan is 250,000 Shares.
4. ADMINISTRATION.
This Plan will be administered by a Committee (the "Committee")
appointed by the Board of Directors of the Corporation (the "Board") in
accordance with the following provisions:
<PAGE>
(a) The Committee will consist of not less than three directors each
of whom qualify (at the time of appointment to the Committee and during all
periods of service on the Committee) in all respects as a "non-employee
director" as defined in Rule 16b-3. The Board may remove members from or
add members to the Committee at any time and fill vacancies on the
Committee, however caused. The Committee will hold meetings at such times
and places as it may determine. The acts of a majority of the Committee,
either taken at a meeting or approved in writing by a majority of the
members of the Committee, will be the valid acts of the Committee.
(b) Except as may be otherwise determined by the Committee, the
following procedures will be followed with respect to the granting of all
Options under this Plan:
(i) All Options will be granted in writing and on a form of
"Grant" approved for that purpose by the Committee. The date on which
the Committee approves the grant of an Option shall be considered the
date on which such Option is granted, provided, however, that the date
of grant of Options awarded by the Committee prior to the Effective
Date shall be the Effective Date.
(ii) All Options will be granted by the action of at least a
majority of the members of the Committee effective as of the date(s)
specified in the grant. Each Grant, or a copy thereof, will be signed
by the Chairman of the Committee and filed with the Board.
(iii) The Corporation and the optionee will enter into an Option
Agreement which will incorporate the terms of the Grant and such other
provisions as may be included pursuant to Section 15 of this Plan.
(c) The interpretation and construction by the Committee of any of the
provisions of this Plan or of any Option granted under this Plan, together
with the actions of the Committee in the granting of Options as provided in
this Plan, will be final and conclusive unless otherwise specifically
provided in writing by the Board.
5. EFFECTIVE DATE AND TERM OF THE PLAN.
(a) The Plan shall become effective as of the date of adoption by
the Board (the "Effective Date"), subject to stockholders' approval of the Plan
within one year of such effective date by a majority of the votes cast at a duly
held meeting of the stockholders of the Corporation at which a quorum
representing a majority of all outstanding stock is present, either in person or
by proxy, and voting on the matter, or by written consent in accordance with
applicable state law and the
-2-
<PAGE>
Certificate of Incorporation and Bylaws of the Corporation; provided, however,
-------- -------
that upon approval of the Plan by the stockholders of the Corporation, all
Options granted under the Plan on or after the Effective Date shall be fully
effective as if the stockholders of the Corporation had approved the Plan on the
effective date. If the stockholders fail to approve the Plan within one year of
such effective date, any Options granted hereunder shall be null, void and of no
effect.
(b) The Plan shall terminate on the date ten years after the
Effective Date but such termination shall not impair any rights or obligations
under any Option theretofore granted to a Participant under this Plan.
6. OPTION PRICES.
The purchase price for Shares covered by each Option under the Plan
(the "Option Price") shall be the greater of the Fair Market Value or the par
value of such Shares on the date of grant.
For purposes of this section, "Fair Market Value" means the value of
each Share subject to the Plan determined as follows: If on the date of grant of
the Option or other determination date the Shares are listed on an established
national or regional stock exchange, are admitted to quotation on the National
Association of Securities Dealers Automated Quotation System, or otherwise are
publicly traded on an established securities market, the Fair Market Value of
the Shares shall be the closing price of the Shares on such exchange or in such
market (the highest such closing price if there is more than one such exchange
or market) on the trading day immediately preceding the date of grant or other
determination date (or, if there is no such reported closing price, the Fair
Market Value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on such trading day), or, if no sale of
the Stock is reported for such trading day, on the next preceding day on which
any sale shall have been reported. If the Shares are not listed on such an
exchange, quoted on such system or traded on such a market, Fair Market Value
shall be determined by the Committee in good faith.
7. OPTION PERIOD.
Each Option shall be granted for a period of ten (10) years from the
date of grant.
8. EXERCISE OF THE OPTIONS.
(a) Subject to Section 14 below, each Option granted under the Plan
after the Effective Date shall be exercisable, in whole or in part, at any time
and from time to time over a period commencing on or after the date of grant and
ending
-3-
<PAGE>
upon the expiration or termination of the Option, as the Committee shall
determine and set forth in the Option Agreement relating to such Option;
provided, however, that no Option shall be exercisable, in whole or in part,
- -------- -------
prior to January 1, 2003. Without limiting the foregoing, the Committee, subject
to the terms and conditions of the Plan, may in its sole discretion provide that
an Option may not be exercised in whole or in part for a stated period or
periods of time during which such Option is outstanding; provided, however, that
-------- -------
any such limitation on the exercise of an Option contained in any Option
Agreement may be rescinded, modified or waived by the Committee, in its sole
discretion, at any time and from time to time after the date of grant of such
Option, so as to accelerate the time at which the Option may be exercised.
(b) An Option shall terminate immediately and may no longer be
exercised if the optionee ceases to be an employee of the Corporation or any of
its Affiliates as a result of a termination for "Cause." A termination shall be
for "Cause" in the event the Participant ceases to be an employee of the
Corporation, or any of its Affiliates, if the termination is a result of (i)
conviction of a felony or other crime involving moral turpitude; (ii) gross
misconduct in connection with the performance of such Participant's duties
including a breach of such Participant's fiduciary duty of loyalty; (iii) a
willful violation of any criminal law involving a felony, including federal or
state securities laws; or (iv) a material breach (following notice and an
opportunity to cure) of any covenant by the Participant contained in any
agreement between the Participant and the Corporation or any of its Affiliates.
(c) Except as otherwise provided in an Option Agreement, in the event
of a termination of employment resulting from the optionee's involuntary
termination without "Cause," death, disability or retirement at normal
retirement age, the Option shall become exercisable at the date of termination
for an additional pro rata portion (based on the amount of the current year that
has expired prior to the termination) of the previously nonexercisable portion
of the Option which would have been eligible to be exercised at the end of the
year in which such termination occurs and the optionee (or his personal
representative) may at any time within a period of three months after such
termination exercise such Option, but only to the extent that the Option was
exercisable on the date of employment termination (including any pro rata
increase in exercisability for the year of termination). Such Option will
terminate at the end of such three-month period. Notwithstanding the foregoing,
an Option may not be exercised after the expiration date of the Option.
(d) In the event of a voluntary termination of employment, an optionee
may at any time within a period of three months after such termination exercise
any outstanding Option, but only to the extent that the Option was exercisable
on the date of employment termination. Such Option will terminate at the end of
such three-month period. Notwithstanding the foregoing, an Option may not be
exercised after the expiration date of the Option.
-4-
<PAGE>
(e) An Option may be exercised to the extent that Shares have become
purchasable under the Option, in whole or in part, from time to time, and at any
time prior to expiration or termination of the Option, by making full payment of
the Option Price to the Corporation in any one or more of the following ways:
(i) in cash, including check, bank draft, or money order; and/or
(ii) by the assignment and delivery to the Corporation or the
Affiliate which employs the optionee (or any other Affiliate designated by
the Corporation) of Shares which are not subject to restriction, are owned
by the optionee free and clear of all liens and encumbrances and have a
fair market value (as determined by the closing price on the national
securities exchange on which the Shares are listed on the day preceding the
day of exercise or by any other method acceptable to the Committee in its
absolute discretion) equal to the applicable Option Price less any portion
thereof paid in cash provided, however, that any Stock surrendered in
-------- --------
payment must have been held by the optionee for more than six months at the
time of surrender.
9. NONTRANSFERABILITY OF OPTIONS.
An Option granted under this Plan may not be transferred except by
will or the laws of descent and distribution and may be exercised during the
optionee's lifetime only by the optionee (or in the case of disability, his
personal representative).
10. RIGHTS AS A HOLDER OF SHARES.
An optionee or a transferee of an Option shall have no rights as a
shareholder with respect to any Shares covered by his Option until the date on
which payment is made by him, and accepted by the Corporation, for such Shares.
No adjustment shall be made for distributions for which the record date is prior
to the date such payment is made and accepted.
11. RESTRICTIONS ON TRANSFER OF SHARES.
Notwithstanding the foregoing, no director, officer or other "insider"
of the Corporation, or an Affiliate, subject to Section 16 of the Exchange Act
shall be permitted to sell Shares (which such "insider" had received upon
exercise of an Option) during the six months immediately following the grant of
such Option. The Corporation is authorized to (i) retain the certificate(s)
representing Shares encumbered by such restriction or place such certificates in
the custody of its agent, (ii) place a restrictive legend thereon, and/or (iii)
issue a stop transfer order to the
-5-
<PAGE>
transfer agent with respect thereto in connection with the enforcement of this
provision.
12. ADJUSTMENTS UPON CHANGES IN SHARES.
In the event that a distribution shall be declared upon the Shares
payable in Shares, the number of Shares then subject to any Option and the
number of Shares available for issuance pursuant to this Plan but not yet
covered by an Option shall be adjusted by adding to each such number the number
of Shares which would have been distributable thereon if such number of Shares
had been outstanding on the date fixed for determining the shareholders entitled
to receive such distribution. In the event that the outstanding Shares shall be
changed into or exchanged for a different number or kind of Shares or shares of
stock or other securities of the Corporation or of another entity, whether
through reorganization, recapitalization, split, reverse split, combination of
Shares, merger, consolidation, sale of assets or otherwise, then there shall be
substituted for each Share subject to any Option and for each Share available
for issuance pursuant to the Plan but not yet covered by an Option or the number
and kind of Shares or shares of stock or other securities into which each
outstanding Share shall be so changed or for which each such Share shall be
exchanged. In the case of any such substitution or adjustment as provided for in
this Paragraph, the Option Price in each Option Agreement for each Share covered
thereby prior to such substitution or adjustment will be the Option Price for
all Shares, shares of stock or other securities which shall have been
substituted for such Share or to which such Share shall have been adjusted
pursuant to this Paragraph.
No adjustment or substitution provided for in this Paragraph shall
require the Corporation in any Option Agreement to sell a fractional Share, and
the total substitution or adjustment with respect to each Option Agreement shall
be limited to whole Shares (rounding to the nearest whole number).
13. CHANGE OF CONTROL; SALE OF ASSETS/STOCK.
Upon the dissolution or liquidation of the Corporation, or upon a
merger, consolidation, reorganization or other business combination of the
Corporation with one or more other entities in which the Corporation is not the
surviving entity, or upon a sale of substantially all of the assets of the
Corporation to another entity, or upon any transaction (including, without
limitation, a merger or reorganization in which the Corporation is the surviving
entity) which results in any person or entity (or persons or entities acting as
a group or otherwise in concert) owning 20 percent or more of the common stock
of the Corporation, or upon any person commencing a tender or exchange offer or
entering into an agreement or receiving an option to acquire beneficial
ownership of 20 percent or more of the total number of voting shares of the
Corporation, all Options shall fully vest. In the
-6-
<PAGE>
event of any such change of control, sale of assets or other corporate
transaction (a "Transaction"), each individual holding an Option shall have the
right, (i) immediately prior to the occurrence of such Transaction and (ii)
during such period occurring prior to such Transaction as the Committee in its
sole discretion shall designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
Transaction occurs and without regard to any installment limitation on exercise
imposed pursuant to Section 8 above but subject to Section 15 below. The
Committee shall send written notice of an event that will result in such an
exercise period to all individuals who hold Options not later than the time at
which the Corporation gives notice thereof to its stockholders.
14. USE OF PROCEEDS.
Proceeds from the sale of Shares pursuant to Options granted under
this Plan shall constitute general funds of the Corporation or Affiliate, as the
case may be.
15. OTHER PROVISIONS.
The Grants to be issued under this Plan will incorporate the
provisions of this Plan by reference. The Options granted under this Plan may be
subjected to or include additional restrictions upon the exercise thereof and/or
such other provisions, if any, as the Committee and/or the Board may deem
advisable and cause to be specified in the Grant, or the Option Agreement
entered into pursuant thereto.
16. TAX WITHHOLDING.
The Participant also shall provide funds to the Corporation or
Affiliate in an amount sufficient to pay the amount of any withholding taxes
required with respect to the exercise of the Option at the time such withholding
is required.
17. AMENDMENT.
(a) The Corporation may from time to time amend this Plan, except
that, without shareholder approval, no amendment shall change the aggregate
number of Shares subject to this Plan, or extend the term of this Plan. An
amendment to this Plan shall not, without the consent of a Participant, reduce
or impair any rights or obligations under any Option theretofore granted to such
Participant under this Plan.
-7-
<PAGE>
(b) With respect to any existing Option, and notwithstanding Section 6
above, the Board may lower the Option Price to an amount that is less than the
Option's then existing Option Price upon shareholder approval for such repricing
in accordance with the provisions of Section 5 (a) above, but in no event lower
than the par value of the Stock.
18. SUSPENSION OR TERMINATION OF PLAN.
The Board may from time to time suspend or at any time terminate this
Plan. No Option may be granted during any such suspension or after termination.
The termination of this Plan shall not, without the consent of the Participant,
reduce or impair any rights or obligations under any Option theretofore granted
to such Participant under this Plan.
19. INDEMNIFICATION.
The members of the Committee shall be indemnified by the Corporation
to the maximum extent permitted by applicable state law and the Corporation's
articles of incorporation or bylaws.
20. DISCLAIMER OF EMPLOYMENT RIGHTS.
Neither this Plan nor any Option granted hereunder will create any
employment right in any person.
NVR, INC.
By: _____________________________________
Its: ____________________________________
-8-
<PAGE>
Exhibit 5
June 4, 1999
NVR, Inc.
7601 Lewinsville Road
McLean, VA 22102
NVR, Inc. 1998 Directors' Long-Term Stock Option Plan
and NVR, Inc. 1998 Management Long-Term Stock Option Plan
Ladies and Gentlemen:
This firm has acted as counsel to NVR, Inc. (the "Company") in connection with
the Registration Statements (the "Registration Statements") on Form S-8 for (i)
the NVR, Inc. 1998 Directors' Long-Term Stock Option Plan (the "Directors'
Plan") being filed under the Securities Act of 1933, as amended ("the Act") on
or about the date of this letter to register 150,000 shares of common stock,
$.01 par value per share (the "Directors' Shares"), of the Company, which from
time to time may be offered and sold by the Company in connection with the
Directors' Plan and (ii) the NVR, Inc. 1998 Management Long-Term Stock Option
Plan (the "Management Plan") being filed under the Act to register 1,000,000
shares of common stock, $.01 par value per share (the "Management Shares"), of
the Company, which from time to time may be offered and sold by the Company in
connection with the Management Plan.
We are familiar with the Registration Statements and the Exhibits thereto. We
have examined, originals or copies, certified and otherwise identified to our
satisfaction, of such corporate documents and records of the Company and
certificates of public officials as we have deemed necessary to enable us to
express this opinion. We have also relied on certificates of officers of the
Company as to certain factual matters. In rendering this opinion, we have
assumed (i) the genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity to authentic
original documents of all documents submitted to us as certified, conformed or
photostatic copies.
<PAGE>
June 4, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.
2. The Directors' Shares and the Management Shares have been duly authorized
and, when offered and sold as described in the Registration Statements, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statements.
Very truly yours,
HUNTON & WILLIAMS
05582
<PAGE>
Exhibit 23.2
Accountants'Consent
The Board of Directors
NVR, Inc.:
We consent to the incorporation by reference herein of our report dated January
27, 1999, on the consolidated financial statements of NVR, Inc. and subsidiaries
as of December 31, 1998 and 1997 and for each of the years in the three-year
period ended December 31, 1998.
KPMG LLP
Washington D.C.
June 2, 1999
