As filed with the Securities and Exchange Commission on June 9, 2000
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
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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
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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(1) PRICE(2) FEE
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Common Stock
($.01 par value
per share) 300,000 $10.625 $3,187,500 $841.50
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EXPLANATORY NOTE
This Registration Statement relates to the amendment of the Meritage
Corporation Amended Stock Option Plan (the "Plan"). The Plan has been amended to
increase the number of shares of common stock authorized to be issued thereunder
from 475,000 shares to 775,000 shares, the number of shares that may be issued
to any one person thereunder from 50,000 to 100,000, and to authorize the full
Board of non-employee directors to administer the Plan.
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(1) 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
of 1933 (the "Securities Act"), on the basis of the average of the high and
low prices of shares of common stock as of May 30, 2000.
(2) Pursuant to Rule 429 of the rules and regulations under the Securities Act,
this Registration Statement contains a combined prospectus relating to the
300,000 shares registered hereby, the 225,000 shares registered on October
14, 1997, pursuant to Registration Statement No. 333-37859, and 250,000
shares registered on April 2, 1999, pursuant to Registration Statement No.
333-75629. The previously paid filing fees associated with referenced
securities under these Registration Statements are $1,558.09.
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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 Statements No. 333-37859 and 333-75629
on Form S-8 filed with the Securities and Exchange Commission on October 14,
1997 and April 2, 1999, respectively, 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 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the provisions of the Maryland General Corporation Law, a
corporation's articles may, with certain exceptions, include any provision
expanding or limiting the liability of its directors and officers to the
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corporation or its stockholders for money damages, but may not include any
provision that restricts or limits the liability of its directors or officers to
the corporation or its stockholders to the extent that (i) it is proved that the
person actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property, or services
actually received; or (ii) a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the proceeding that the
person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. Meritage's charter contains a provision limiting the personal
liability of officers and directors to Meritage and its stockholders to the
fullest extent permitted under Maryland law.
In addition, the provisions of the Maryland General Corporation Law
permit a corporation to indemnify its present and former directors and officers,
among others, against liability incurred, unless it is established that (i) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, or (ii) the director or officer actually
received an improper personal benefit in money, property, or services, or (iii)
in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. Meritage's charter
provides that it will indemnify its directors, officers, and others so
designated by the Board of Directors to the full extent allowed under Maryland
law.
Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers, or persons controlling Meritage
pursuant to the foregoing provisions, Meritage has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
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4.1 Meritage Corporation Amended Stock Option Plan Filed Herewith
5 Opinion of Venable, Baetjer & Howard,
Maryland counsel (including consent) Filed Herewith
23.1 Consent of KPMG LLP Filed Herewith
23.2 Consent of Counsel See Exhibit No. 5
24 Power of Attorney See Signature Page
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 Scottsdale, State of Arizona, on June 7, 2000.
MERITAGE CORPORATION
By: /s/ Larry W. Seay
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Larry W. Seay
Chief Financial Officer and
Vice President - Finance
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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/s/ John R. Landon Co-Chairman, Co-Chief Executive June 7, 2000
------------------------- Officer and Director
John R. Landon
/s/ Steven J. Hilton Co-Chairman, Co-Chief Executive June 7, 2000
------------------------- Officer and Director
Steven J. Hilton
/s/ Larry W. Seay Chief Financial Officer and Vice June 7, 2000
------------------------- President - Finance (Principal
Larry W. Seay Financial Officer and Principal
Accounting Officer) Secretary and
Treasurer
/s/ William W. Cleverly Director June 7, 2000
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William W. Cleverly
/s/ C. Timothy White Director June 7, 2000
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C. Timothy White
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