As filed with the Securities and Exchange Commission on April 2, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Meritage Corporation
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(Exact name of Registrant as specified in its charter)
Maryland 86-0611231
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6613 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85250
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(Address of Principal Executive Offices) (Zip Code)
Meritage Corporation Amended Stock Option Plan
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(Full title of the plan)
Larry W. Seay
Vice President and Chief Financial Officer
Meritage Corporation
6613 North Scottsdale Road, Suite 200
Scottsdale, Arizona 85250
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(Name and address of agent for service)
(480) 998-8700
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(Telephone number, including area code, of agent for service)
With copy to:
Steven D. Pidgeon
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6000
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
Common Stock 250,000 $834.00*
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* Based on 250,000 shares under the Stock Option Plan at $12.00 per share.
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EXPLANATORY NOTE
This Registration Statement relates to the amendment to the Monterey
Homes Corporation Stock Option Plan changing the name of the plan to the
Meritage Corporation Amended Stock Option Plan and increasing the number of
shares of common stock authorized to be issued thereunder from 225,000 shares to
475,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, have been delivered to employees in accordance with Form S-8 and
Securities Act Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement No. 333-37859 on
Form S-8 filed with the Securities and Exchange Commission on October 14, 1997,
are incorporated herein by reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The latest annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act")
which contains, either directly or indirectly by reference, certified financial
statements for the Company's latest fiscal year for which such statements have
been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of the Company's capital stock contained in
the Form 8-A of Emerald Mortgage Investments Corporation (a predecessor of
Meritage Corporation) filed on July 7, 1988.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 8. EXHIBITS.
Exhibit Index located at Page 6.
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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 Phoenix, State of Arizona, on April 2, 1999.
MERITAGE CORPORATION
By: /s/ Larry W. Seay
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Larry W. Seay
Vice President Finance
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven J. Hilton, John R. Landon 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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/s/ Steven J. Hilton Co-Chief Executive Officer April 2, 1999
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Steven J. Hilton
/s/ John R. Landon Co-Chief Executive Officer April 2, 1999
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John R. Landon
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Signature Title Date
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/s/ Larry W. Seay Vice President Finance and Chief April 2, 1999
- ----------------------- Financial Officer (Principal Financial
Larry W. Seay Officer)
/s/ William W. Cleverly Director April 2, 1999
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William W. Cleverly
/s/ Alan D. Hamberlin Director April 2, 1999
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Alan D. Hamberlin
/s/ Robert G. Sarver Director April 2, 1999
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Robert G. Sarver
/s/ C. Timothy White Director April 2, 1999
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C. Timothy White
/s/ Raymond C. Oppel Director April 2, 1999
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Raymond C. Oppel
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EXHIBIT INDEX
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
4.1 Meritage Corporation Amended Stock Option Plan Filed Herewith
5 Opinion of Venable, Baetjer & Howard, Maryland Filed Herewith
counsel (including consent)
23.1 Consent of KPMG LLP Filed Herewith
23.2 Consent of Counsel See Exhibit No. 5
24 Power of Attorney See Signature Page
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