As filed with the Securities and Exchange Commission on July 3, 2002
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Meritage Corporation
(Exact Name of Registrant as Specified in Its Charter)
Maryland 86-0611231
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
(Address of Principal Executive Offices) (Zip Code)
Meritage Corporation Stock Option Plan
(Full Title of the Plan)
Larry W. Seay
Chief Financial Officer and Vice President-Finance
Meritage Corporation
6613 North Scottsdale Road, Suite 200
Scottsdale, Arizona 85250
(Name and Address of Agent For Service)
(877) 400-7888
(Telephone Number, Including Area Code, of Agent for Service)
With copy to:
Steven D. Pidgeon
Snell & Wilmer L.L.P.
One Arizona Center
400 East Van Buren Street
Phoenix, Arizona 85004-0001
(602) 382-6000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered (1) Share (2) Price (2) Registration Fee
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Common Stock 600,000 $43.745 $26,247,000 $2,414.72
($0.01 par value
per share)
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(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.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act, on the basis of the average of the high and low prices of the
Registrant's shares of Common Stock on July 2, 2002.
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This Registration Statement relates to Form S-8 Registration Statement No.
333-37859, filed on October 14, 1997, pursuant to which the Registrant
registered 450,000 shares of common stock for issuance under the Meritage
Corporation Stock Option Plan (the "Plan") (as adjusted to reflect an increase
resulting from a 2-for-1 stock split); Form S-8 Registration Statement No.
333-75629, filed on April 2, 1999, pursuant to which the Registrant registered
500,000 shares of common stock for issuance under the Plan (as adjusted to
reflect an increase resulting from a 2-for-1 stock split); and Form S-8
Registration Statement No. 333-39036, filed on June 12, 2000, pursuant to which
the Registrant registered 600,000 shares of common stock for issuance under the
Plan (as adjusted to reflect a increase resulting from a 2-for-1 stock split).
The contents of these registration statements are incorporated by reference
herein pursuant to General Instruction E to Form S-8. This Registration
Statement relates to the amendment of the Plan. The Plan has been amended to
increase the number of shares of common stock authorized to be issued thereunder
from 1,550,000 shares to 2,150,000 shares and the number of shares that may be
issued to any one person thereunder from 200,000 to 300,000. The previously paid
filing fees associated with the referenced securities under the registration
statements are $2,399.59.
EXHIBIT INDEX
Exhibit Page or Method
Number Description of Filing
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4.1 Meritage Corporation Stock Option Plan Filed herewith
5.1 Opinion of Venable, Baetjer, Howard & Civiletti,
LLP, Maryland counsel (including consent) Filed herewith
23.1 Consent of Independent Auditors Filed herewith
23.2 Consent of Counsel Included as part of
Exhibit 5.1
24 Power of Attorney See Signature Page
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 City of Scottsdale, State of Arizona, on this 3rd day of
July, 2002.
MERITAGE CORPORATION
By: /s/ Larry W. Seay
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Larry W. Seay
Chief Financial Officer and
Vice President - Finance
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John R. Landon, Steven J. Hilton and Larry W.
Seay, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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By: /s/ John R. Landon Co-Chairman, Co-Chief July 2, 2002
------------------------- Executive Officer and Director
John R. Landon
By: /s/ Steven J. Hilton Co-Chairman, Co-Chief July 1, 2002
------------------------- Executive Officer and Director
Steven J. Hilton
By: /s/ Larry W. Seay Chief Financial Officer, Vice July 1, 2002
------------------------- President-Finance, Secretary
Larry W. Seay and Treasurer (Principal
Financial and Accounting Officer)
By: /s/ Richard T. Morgan Vice President July 2, 2002
-------------------------
Richard T. Morgan
By: /s/ Robert G. Sarver Director July 2, 2002
-------------------------
Robert G. Sarver
By: /s/ C. Timothy White Director July 2, 2002
-------------------------
C. Timothy White
By: /s/ Raymond Oppel Director July 2, 2002
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Raymond Oppel
By: /s/ Peter L. Ax Director July 2, 2002
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Peter L. Ax
By: /s/ William G. Campbell Director July 2, 2002
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William G. Campbell