Delaware | 27-0560089 | |||
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||
85 Enterprise, Suite 450, Aliso Viejo, California | 92656 | |||
(Address of principal executive offices) | (Zip Code) | |||
Miek Harbur | Copies to: |
Vice President, General Counsel and Secretary The New Home Company Inc. 85 Enterprise Suite 450 Aliso Viejo, California 92656 (949) 382-7800 | Jeffrey E. Beck Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004 (602) 382-6000 |
(Name, address and telephone number (including area code) of agent for service) |
Large accelerated filer | ¨ | Accelerated filer | ý | Non-accelerated filer (Do not check if smaller reporting company) | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ý |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
Shares of common stock, par value $0.01 per share | 1,400,000(3) | $10.17 | $14,238,000 | $1,772.63 |
1) | In the event of a stock split, stock dividend, or similar transaction involving the Registrant’s Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
2) | Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act, on the basis of the average of the high and low prices of the Registrant’s shares of Common Stock, as reported on the New York Stock Exchange on May 31, 2018. |
3) | Represents 1,300,000 shares of the Registrant’s Common Stock, par value $0.01 (the “Common Stock”) that may be offered or sold under The New Home Company Inc. Amended and Restated 2016 Incentive Award Plan (the “Plan”) plus 100,000 shares of Common Stock representing the Registrant’s estimate of future forfeited or terminated awards under the Plan that will become available for future issuance under the Plan. |
THE NEW HOME COMPANY INC. | |
By: | /s/ H. Lawrence Webb |
H. Lawrence Webb | |
Chief Executive Office and Chairman |
Signature | Title | Date |
By: /s/ H. Lawrence Webb H. Lawrence Webb | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | June 4, 2018 |
By: /s/ John M. Stephens John M. Stephens | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 4, 2018 |
By: /s/ Sam Bakhshandehpour Sam Bakhshandehpour | Director | June 4, 2018 |
By: /s/ Michael J. Berchtold Michael J. Berchtold | Director | June 4, 2018 |
By: /s/ Paul C. Heeschen Paul C. Heeschen | Director | June 4, 2018 |
By: /s/ Gregory P. Lindstrom Gregory P. Lindstrom | Director | June 4, 2018 |
By: /s/ Cathey S. Lowe Cathey S. Lowe | Director | June 4, 2018 |
By: /s/ Douglas C. Neff Douglas C. Neff | Director | June 4, 2018 |
By: /s/ Wayne J. Stelmar Wayne J. Stelmar | Director | June 4, 2018 |
By: /s/ William A. Witte William A. Witte | Director | June 4, 2018 |
Exhibit Number | Description | Page or Method of Filing |
4.1 | Incorporated by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2013 | |
4.2 | Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on From 8-K filed on August 1, 2016 | |
4.3 | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on August 1, 2016 | |
4.4 | Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (No. 333- 189366), Amendment No. 10, filed on January 24, 2014 | |
4.5 | Incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 Filed herewith | |
4.6 | Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on May 23, 2018 | |
5.1 | Filed herewith | |
23.1 | Filed herewith | |
23.2 | Filed herewith | |
23.3 | Included as part of Exhibit 5.1 | |
24.1 | Power of Attorney | Included on the signature page to this Registration Statement |
99.1 | Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on May 23, 2018 |