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NWHM New Home Company Inc

Filed: 19 Nov 20, 4:08pm


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) November 18, 2020
 
 

 
nwhm20200211_8kimg001.jpg
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par valueNWHMNew York Stock Exchange
Series A Junior Participating Preferred Share Purchase Rights--New York Stock Exchange
 
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
 
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. ☐
 


 

 
 
Item 8.01
Other Events.
 
Stock Repurchase Program
 
On November 18, 2020, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program pursuant to which the Company may purchase up to $10.0 million of shares of its common stock (the “New Repurchase Program”) to replace its existing $15.0 million share repurchase program which had previously been authorized in May 2018 (the “existing program”). As of November 19, 2020, there was $1.7 million of remaining availability under the existing program. The existing program was cancelled upon the authorization of the New Repurchase Program. Repurchases of the Company’s common stock may be made in open-market transactions, effected through a broker-dealer at prevailing market prices, in privately negotiated transactions, in block trades, or by other means in accordance with federal securities laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The New Repurchase Program does not obligate the Company to repurchase any particular amount or number of shares of common stock, and it may be modified, suspended or discontinued at any time. The timing and amount of repurchases, if any, will be determined by the Company’s management at its discretion and be based on a variety of factors, such as the market price of the Company’s common stock, corporate and contractual requirements, general market and economic conditions and legal requirements. The Company intends to retire any shares repurchased. The Board of Directors did not fix any expiration date for the New Repurchase Program.
 
On November 19, 2020, the Company issued a press release announcing the New Repurchase Program. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
 
Item 9.01
Financial Statements and Exhibits.
 
(d)  Exhibits
 
 99.1Press Release Dated November 19, 2020
 104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: November 19, 2020 
  
 The New Home Company Inc.
   
 By/s/ John M. Stephens
  
  John M. Stephens,
  Executive Vice President and Chief Financial Officer
 
 

 
 
INDEX OF EXHIBITS
 
Exhibit No.Description of Document
  
99.1Press Release Dated November 19, 2020
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.