As filed with the Securities and Exchange Commission on July 3, 2002 Registration No. 333-___________ ================================================================================ 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
============================================================================================== 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 - --------------------------------------------------------------------------------------------- Common Stock 600,000 $43.745 $26,247,000 $2,414.72 ($0.01 par value per share) =============================================================================================
(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. ================================================================================ 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 - ------ ----------- --------- 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 ------------------------------------ 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 --------- ----- ---- 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 ------------------------- Raymond Oppel By: /s/ Peter L. Ax Director July 2, 2002 ------------------------- Peter L. Ax By: /s/ William G. Campbell Director July 2, 2002 ------------------------- William G. Campbell