As filed with the Securities and Exchange Commission on April 12, 2002. Registration No. 33-38230 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Identification No.) Incorporation or Organization) 6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250 (Address of Principal Executive Offices) (Zip Code) 1988 Homeplex Mortgage Investments 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, Address of Agent for Service) (480) 998-8700 (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 (602) 382-6000 This Amendment to Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission. ================================================================================ DEREGISTRATION OF UNSOLD SECURITIES The undersigned Registrant hereby removes and withdraws from registration all of the unsold shares of its Common Stock, par value $0.01 per share, previously registered pursuant to this Registration Statement on Form S-8 (Registration No. 33-38230), as all option grants under the plan have been exercised. 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on April 12, 2002. MERITAGE CORPORATION By: /s/ Larry W. Seay ------------------------------------ Larry W. Seay Chief Financial Officer and Vice President-Finance Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ John R. Landon Co-Chairman, Co-Chief April 12, 2002 - ------------------------- Executive Officer and Director John R. Landon (Principal Executive Officer) /s/ Steven J. Hilton Co-Chairman, Co-Chief April 12, 2002 - ------------------------- Executive Officer and Director Steven J. Hilton (Principal Executive Officer) /s/ Larry W. Seay Chief Financial Officer and April 12, 2002 - ------------------------- Vice President - Finance Larry W. Seay (Principal Financial and Principal Accounting Officer)