As filed with the U.S. Securities and Exchange Commission on July 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | | | 68-0521411 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
(303) 770-8300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dale Francescon
Chairman of the Board of Directors and Co-Chief Executive Officer
Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
(303) 770-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Mark J. Kelson, Esq.
William Wong, Esq.
Greenberg Traurig, LLP
1840 Century Park East, Suite 1900
Los Angeles, California 90067
Tel: (310) 586-7700
Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | | | 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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Common Stock, par value $0.01 per share | | | | | | | | | | | | |
Preferred Stock, par value $0.01 per share | | | | | | | | | | | | |
Warrants | | | | | | | | | | | | |
Units | | | | | | | | | | | | |
(1)
| Securities registered hereunder may be sold separately, together, or as units with other securities registered hereunder. |
(2)
| Pursuant to Form S-3 General Instruction II.E, information is not required to be included. |
(3)
| An indeterminate aggregate initial offering price or number of the securities of each identified class of securities of Century Communities, Inc. is being registered for possible issuance from time to time at currently indeterminate prices, and as may be issuable upon conversion, redemption, repurchase, exchange or exercise of, or, in accordance with Rule 416 under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), pursuant to any applicable anti-dilution provisions with respect to, any securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion, exchange or exercise of other securities. |
(4)
| In accordance with Rule 415(a)(6) under the Securities Act, this registration statement carries over $771,481,594 of unsold securities previously registered under the registrant’s automatic shelf registration statement on Form S-3 (Registration No. 333-226054), filed with the U.S. Securities and Exchange Commission on July 2, 2018 (which we refer to as the “Prior Registration Statement”), and the registrant hereby offsets any registration fee that may be due under this registration statement by the amount of the registration fee (which we refer to as the “Previously Paid Registration Fee”) associated with the $771,481,594 of unsold securities previously registered under the Prior Registration Statement. Except with respect to the Previously Paid Registration Fee, which is being carried over to this registration statement, the registrant is deferring payment of the registration fee required in connection with this registration statement, and will pay any additional registration fees subsequently in advance or on a “pay-as-you-go” basis, in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. |
Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the effectiveness of this registration statement.