As filed with the Securities and Exchange Commission on May 21, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERITAGE HOMES CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 86-0611231 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| 17851 North 85th Street, Suite 300, Scottsdale, Arizona | 85255 | |
| (Address of Principal Executive Offices) | (Zip Code) |
MERITAGE HOMES CORPORATION 2006 STOCK INCENTIVE PLAN
(Full title of the plan)
Larry W. Seay
Executive Vice President and Chief Financial Officer
17851 North 85th Street
Suite 300
Scottsdale, Arizona 85255
480-515-8100
(Name, address and telephone number (including area code) of agent for service)
With a copy to:
Jeffrey E. Beck
Snell & Wilmer L.L.P.
One Arizona Center
400 East Van Buren
Phoenix, Arizona 85004
(602) 382-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering |
Proposed maximum aggregate offering price (2) |
Amount of registration fee | ||||
| Common Stock ($0.01 par value) |
250,000 | $22.18 | $5,545,000 | $395 | ||||
| (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 (the “Securities Act”). |
| (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 May 19, 2010. |
This Registration Statement relates to:
the Registration Statement on Form S-8 (No. 333-134637) that Meritage Homes Corporation, a Maryland corporation (the “Registrant”), filed on June 1, 2006, pursuant to which the Registrant registered 1,201,350 shares of common stock for issuance under the Meritage Homes Corporation 2006 Stock Incentive Plan (the “Plan”); and
the Registration Statement on Form S-8 (No. 333-151261) filed on May 29, 2008, pursuant to which the Registrant registered an additional 900,000 shares of common stock for issuance under the Plan.
The contents of the above-referenced 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 to, among other things, increase the number of shares of common stock authorized to be issued thereunder from 1,600,000 shares to 1,850,000 shares (excluding the shares that were rolled into the Plan from a former incentive plan). The previously paid filing fees associated with the referenced securities under the registration statements were $6,890, which includes an amount of $2,149 related to securities that were carried forward from a registration statement on Form S-8 that was filed for securities registered under a former incentive plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| Exhibit Number |
Description |
Page or Method of Filing | ||
| 4.1 | Restated Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 | ||
| 4.2 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 | ||
| 4.3 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Proxy Statement for the 2006 Annual Meeting of Stockholders | ||
| 4.4 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Meeting of Stockholders | ||
| 4.5 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Proxy Statement for the 2009 Special Meeting of Stockholders | ||
| 4.6 | Amended and Restated Bylaws of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated August 21, 2007 | ||
| 4.7 | Amendment to Amended and Restated Bylaws of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated December 24, 2008 | ||
| 4.8 | Meritage Homes Corporation 2006 Stock Incentive Plan, as amended | Filed herewith | ||
| Exhibit |
Description |
Page or Method of Filing | ||
| 4.9 | Representative Form of Restricted Stock Agreement | Filed herewith | ||
| 4.9.1 | Representative Form of Restricted Stock Agreement (Executive Officer) | Filed herewith | ||
| 4.9.2 | Representative Form of Restricted Stock Agreement (Non-Employee Director) |
Filed herewith | ||
| 4.10 | Representative Form of Non-Qualified Stock Option Agreement | Filed herewith | ||
| 4.11 | Representative Form of Incentive Stock Option Agreement | Incorporated by reference to Exhibit 4.4 to Form S-8 (File No. 333-134637) | ||
| 4.12 | Representative Form of Stock Appreciation Rights Agreement | Incorporated by reference to Exhibit 4.5 to Form S-8 (File No. 333-134637) | ||
| 5.1 | Opinion of Venable LLP | Filed herewith | ||
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith | ||
| 23.2 | Consent of Venable LLP | Included as part of Exhibit 5.1 | ||
| 24.1 | 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 21st day of May, 2010.
| MERITAGE HOMES CORPORATION | ||
| By: | /s/ LARRY W. SEAY | |
| Larry W. Seay | ||
| Executive Vice President and 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 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/ STEVEN J. HILTON Steven J. Hilton |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) | May 21, 2010 | |||||
| By: | /s/ LARRY W. SEAY Larry W. Seay |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | May 21, 2010 | |||||
| By: | /s/ HILLA SFERRUZZA Hilla Sferruzza |
Vice President, Chief Accounting Officer, Corporate Controller and Assistant Secretary (Principal Accounting Officer) |
May 21, 2010 | |||||
| By: | /s/ PETER L. AX |
Director | May 21, 2010 | |||||
| Peter L. Ax | ||||||||
| By: | /s/ RAYMOND OPPEL |
Director | May 21, 2010 | |||||
| Raymond Oppel | ||||||||
| By: | /s/ ROBERT G. SARVER |
Director | May 21, 2010 | |||||
| Robert G. Sarver | ||||||||
| By: | /s/ RICHARD T. BURKE, SR. |
Director | May 21, 2010 | |||||
| Richard T. Burke, Sr. | ||||||||
| By: | /s/ GERALD W. HADDOCK |
Director | May 21, 2010 | |||||
| Gerald W. Haddock | ||||||||
| By: | /s/ DANA BRADFORD |
Director | May 21, 2010 | |||||
| Dana Bradford | ||||||||
EXHIBIT INDEX
| Exhibit |
Description |
Page or Method of Filing | ||
| 4.1 | Restated Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 | ||
| 4.2 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 | ||
| 4.3 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Proxy Statement for the 2006 Annual Meeting of Stockholders | ||
| 4.4 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix B of the Proxy Statement for the 2008 Annual Meeting of Stockholders | ||
| 4.5 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Proxy Statement for the 2009 Special Meeting of Stockholders | ||
| 4.6 | Amended and Restated Bylaws of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated August 21, 2007 | ||
| 4.7 | Amendment to Amended and Restated Bylaws of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated December 24, 2008 | ||
| 4.8 | Meritage Homes Corporation 2006 Stock Incentive Plan, as amended | Filed herewith | ||
| 4.9 | Representative Form of Restricted Stock Agreement | Filed herewith | ||
| 4.9.1 | Representative Form of Restricted Stock Agreement (Executive Officer) | Filed herewith | ||
| 4.9.2 | Representative Form of Restricted Stock Agreement (Non-Employee Director) | Filed herewith | ||
| 4.10 | Representative Form of Non-Qualified Stock Option Agreement | Filed herewith | ||
| 4.11 | Representative Form of Incentive Stock Option Agreement | Incorporated by reference to Exhibit 4.4 to Form S-8 (File No. 333-134637) | ||
| 4.12 | Representative Form of Stock Appreciation Rights Agreement | Incorporated by reference to Exhibit 4.5 to Form S-8 (File No. 333-134637) | ||
| 5.1 | Opinion of Venable LLP | Filed herewith | ||
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith | ||
| Exhibit |
Description |
Page or Method of Filing | ||
| 23.2 | Consent of Venable LLP | Included as part of Exhibit 5.1 | ||
| 24.1 | Power of Attorney | See Signature Page | ||