UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2018
The New Home Company Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36283 | 27-0560089 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
85 Enterprise, Suite 450, Aliso Viejo, California | 92656 | |||
(Address of principal executive offices) | (Zip Code) | |||
(949) 382-7800 | ||||
Registrant’s telephone number, including area code | ||||
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
Emerging growth company | ý |
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 13(a) of the Exchange Act. ý | |
Item 8.01 | Other Events. |
The New Home Company Inc. (the “Company”) intends to file a Registration Statement on Form S-3 (the “Shelf Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to which the Company may, from time to time, offer an indeterminate amount of securities, which may include debt securities that are guaranteed by certain of the Company’s subsidiaries. The Company is filing this Current Report on Form 8-K (this “Report”) to provide supplemental guarantor financial information pursuant to Rule 3-10 of Regulation S-X.
The Company is disclosing condensed consolidating financial information of certain of its subsidiaries in (i) a new Note 18 to its previously issued consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) and (ii) a new Note 16 to its previously issued consolidated financial statements contained in its Quarterly Report on Form 10-Q for the three months ended March 31, 2017 (the “2017 Form 10-Q”). These consolidated financial statements were previously filed with the Company’s Registration Statement on Form S-4 (File No. 333- 219647) filed with the SEC on August 3, 2017 and are filed as Exhibit 99.1 to this Report.
The Company is filing this Report for the sole purpose of incorporating its contents and the exhibits hereto into the Shelf Registration Statement. All other information in the 2016 Form 10-K and the 2017 Form 10-Q remains unchanged. This Report does not modify or update the disclosures in the 2016 Form 10-K or the 2017 Form 10-Q, nor does it reflect any subsequent information or events, other than the inclusion of the supplemental guarantor financial information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
23.1 | |
99.1 | |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Label Linkbase Document |
101.PRE | XBRL Taxonomy Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 22, 2018 | ||||||
The New Home Company Inc. | ||||||
By | /s/ John M. Stephens | |||||
John M. Stephens, Chief Financial Officer | ||||||