<HTML>
<HEAD>
<TITLE> Form S-8 Registration Statement
</TITLE>
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<TD WIDTH=70% ALIGN=LEFT><P>As filed with the Securities and Exchange Commission on May 23, 2002 </P></TD>
<TD WIDTH=30% ALIGN=RIGHT><P>Registration No. 333-____</P>
</TD>
</TR>
</TABLE>


<H4 ALIGN=CENTER>SECURITIES AND EXCHANGE COMMISSION<BR>

Washington, D.C. 20549<BR><BR>

FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
HE
SECURITIES ACT OF 1933</H4>
<BR><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><P>  <B>Incorporated <BR> Under the<BR> Laws<BR>
                               of Michigan</B>

</P></TD>
<TD WIDTH=60% ALIGN=CENTER><P>      <B>MERITAGE HOSPITALITY GROUP INC.<BR>
                               1971 East Beltline Ave., N.E., Suite 200<BR>
                                     Grand Rapids, Michigan 49525<BR>
                                                       (616) 776-2600 </B>
 </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>
              <B>I.R.S. Employer<BR>
             Identification No.<BR>
                 38-2730460</B>

</P>
</TD>
</TR>
</TABLE><BR><BR>
<HR WIDTH=50% ALIGN=CENTER><BR><BR>


<H4 ALIGN=CENTER>2002
MANAGEMENT EQUITY INCENTIVE PLAN</H4><BR><BR>
<HR WIDTH=50% ALIGN=CENTER>

                               <P ALIGN=CENTER> James R. Saalfeld<BR>
                  Vice President, General Counsel and Secretary<BR>
                    1971 East Beltline Ave., N.E., Suite 200<BR>
                          Grand Rapids, Michigan 49525<BR>
                                 (616) 776-2600<BR>
                         (Agent for Service of Process)</P>

<H4 ALIGN=CENTER>CALCULATION
OF REGISTRATION FEE</H4>
<TABLE width=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><P>Title of <BR>Securities To Be<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp; Registered&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>Common Stock,<BR>
$.01 par value<BR> per share
 </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P><BR>Amount To Be <BR>
                              <U>&nbsp;Registered(1)&nbsp;</U><BR><BR>750,000<BR>Shares
 </P></TD><TD WIDTH=20% ALIGN=CENTER><P>Proposed Maximum <BR>Offering Price<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Per Share(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>
$5.16
 </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>Proposed Maximum<BR>Aggregate Offering<BR>
<U>   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Price(2)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR><BR>
$3,870,000
 </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P> Amount of<BR>
                         Registration<BR>
                    <U>&nbsp;&nbsp;&nbsp;  Fee(3)&nbsp;&nbsp;&nbsp;</U><BR><BR>
$357</P>
</TD>
</TR>
</TABLE>
<BR><BR>
<P>(1)&nbsp;&nbsp;&nbsp;This  Registration  Statement is filed for up to 750,000
shares,      authorized      pursuant      to      the      2002<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Management Equity Incentive Plan.</P>

<P>(2)&nbsp;&nbsp;&nbsp;Estimated to calculate registration fee.</P>

<P>(3)&nbsp;&nbsp;&nbsp;Calculated  pursuant to Rule 457(h) based on the average
of    the     high     and     low     prices     of    the     Common<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Stock on    the   American   Stock
Exchange on May 21, 2002 of $5.16 per share.</P>
<PAGE>

<H4 ALIGN=CENTER>PART II<BR>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT</H4>
<BR><BR>
<H4 ALIGN=LEFT>Item 3.&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following  documents filed by Meritage  Hospitality  Group Inc. with the Securities and Exchange  Commission are  incorporated
herein by reference and made a part hereof:</P>

  <OL><LI>       Meritage's Annual Report on Form 10-K for the Fiscal Year ended December 2, 2001.<BR><BR>

<LI>The description of the
Common Stock contained in the Registration Statement on Form 8-A filed by
Meritage with the Commission on September 16, 1999. </OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other
documents subsequently filed by Meritage 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 which indicates that all Common Stock offered has been
sold or which de-registers all Common Stock 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. </P>

<H4 ALIGN=LEFT>Item 4.&nbsp;&nbsp;&nbsp;
Description of Securities</H4>

         <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>


<H4 ALIGN=LEFT>Item 5. Interests
of Named Experts and Counsel</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  The  legality  of  the  Common
Stock  offered  hereby will be passed upon for  Meritage by Keating,  Muething &amp;
Klekamp, P.L.L., 1400 Provident Tower, One East Fourth Street, Cincinnati,  Ohio
45202. Attorneys of Keating, Muething &amp; Klekamp, P.L.L. participating in matters
relating  to this Form S-8 own  approximately  50,860  shares  of the  Company's
Common Stock.</P>

<H4 ALIGN=LEFT>Item 6.
Indemnification of Directors and Officers</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 561 of the Michigan
Business Corporation Act (&#147;MBCA&#148;) provides generally and in pertinent
part that a Michigan corporation may indemnify its directors and officers
against expenses, including judgments, penalties, fines, attorneys&#146; fees
and amounts paid in settlement actually and reasonably incurred by them in
connection with any civil or criminal suit or action, other than actions by or
in the right of the corporation, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal suit or proceedings, if the person had no reasonable cause to believe
his conduct was unlawful. Section 562 of the MBCA provides that, in connection
with the defense or settlement of any action by or in the right of the
corporation, a Michigan corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them in connection with the
matters in issue, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. The right to indemnification is mandatory in the case of a
director or officer who is successful on the merits or otherwise, and if the
expenses are reasonable and actually incurred. Permissive indemnification is to
be made by a court of competent jurisdiction, the majority vote of a quorum of
disinterested directors, the written opinion of independent legal counsel, by
all independent directors who are not parties to or threatened to be made
parties to the action or suit, or by the disinterested shareholders or a
committee designated by the Board and consisting of directors who are not
parties to, or threatened to be made parties to, the proceedings. </P>
<PAGE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Meritage, through its
Bylaws and by way of contracts of indemnification, provides that its officers
and directors shall be indemnified to the fullest extent authorized or permitted
by law. </P>

<H4 ALIGN=LEFT>Item 7.&nbsp;&nbsp;&nbsp;
Exemption from Registration Claimed</H4>

       <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Not Applicable.</P>

<H4 ALIGN=LEFT>Item 8.&nbsp;&nbsp;&nbsp; Exhibits</H4>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=20% ALIGN=LEFT><P> Exhibit 4.1<BR><BR>Exhibit 5<BR><BR>Exhibit 23.1 <BR><BR>
Exhibit 23.2<BR><BR>Exhibit 24
</P></TD>
<TD WIDTH=75% ALIGN=LEFT><P>2002 Management Equity Incentive Plan (1)<BR><BR>
Opinion of Keating, Muething &amp; Klekamp, P.L.L. (2)
<BR><BR>Consent of Grant Thornton LLP (2)<BR><BR>
Consent of Keating, Muething &amp; Klekamp, P.L.L. (2) (included in Exhibit 5)
<BR><BR> Power of Attorney (contained on the signature page)
</P>
</TD>
</TR>
</TABLE>

<HR WIDTH=15% ALIGN=LEFT><BR>
<P>(1)&nbsp;&nbsp;&nbsp; Previously filed and
incorporated by reference from the Definitive Proxy Statement on <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Schedule 14A filed April 9, 2002. </P>

<P>(2)&nbsp;&nbsp;&nbsp;  Exhibits filed herewith.</P>



<PAGE>


<H4 ALIGN=LEFT>Item 9.
Undertakings</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp; The undersigned registrant
hereby undertakes 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; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this 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 this 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 &#147;Calculation of Registration Fee&#148; 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; <U>provided</U>, <U>however</U>, that (i) and (ii) above do not apply
if 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement 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. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5&nbsp;&nbsp;&nbsp; Insofar as
indemnification for liabilities arising under the Securities Act of 1933 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, </P>

<P>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 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. </P>

<H4 ALIGN=CENTER>SIGNATURES</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Grand Rapids, Michigan,
on May 21, 2002. </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=53% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=47%><P>
     MERITAGE HOSPITALITY GROUP INC.<BR><BR><BR>



     By: <U> /s/Robert E. Schermer, Jr.&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert E. Schermer, Jr. <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer</P>
</TD>
</TR>
</TABLE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
Persons whose names are marked with an asterisk (*) below hereby designate James
R. Saalfeld as their attorney-in-fact to sign all amendments, including any
post-effective amendments, to this Registration Statement. </P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Signature&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>*<U>/s/Robert E. Schermer, Sr.&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Robert E. Schermer, Sr.<BR><BR>*<U>/s/Robert E. Schermer, Jr.&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Robert E. Schermer, Jr.<BR><BR>
*<U>/s/Robert E. Riley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Robert E. Riley<BR><BR>
*<U>/s/Stephen A. Rose&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Stephen A. Rose<BR><BR><BR><BR>
*<U>/s/James P. Bishop&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;James P. Bishop<BR><BR><BR><BR>
*<U>/s/Christopher P. Hendy&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Christopher P. Hendy<BR><BR><BR><BR>
*<U>/s/Joseph L. Maggini&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Joseph L. Maggini<BR><BR><BR><BR>
*<U>/s/Jerry L. Ruyan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;Jerry L. Ruyan<BR><BR><BR><BR>


</P></TD>
<TD WIDTH=45% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;Capacity&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>Chairman of the Board of Directors <BR><BR><BR>
Chief Executive Officer and Director<BR>(Principal Executive Officer)<BR><BR>
President and Director<BR><BR><BR>Vice President, Chief Financial<BR>Officer and
Treasurer, (Principal<BR>Financial Officer and Principal<BR>Accounting Officer)<BR><BR>Director
<BR><BR><BR><BR><BR>Director<BR><BR><BR><BR><BR>Director<BR><BR><BR><BR><BR>Director</P></TD>
<TD WIDTH=15% ALIGN=CENTER><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;Date&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>May 21, 2002<BR><BR><BR>
May 21, 2002<BR><BR><BR>May 21, 2002<BR><BR><BR>May 21, 2002<BR><BR><BR><BR><BR>May 21, 2002<BR><BR><BR><BR>
May 21, 2002<BR><BR><BR><BR><BR>May 21, 2002<BR><BR><BR><BR><BR>May 21, 2002
</TD>
</TR>
</TABLE>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "MERITAGE HOSPITALITY GROUP INC /MI/", "cik": "0000808219", "assigned-sic": "5812", "irs-number": "382730460", "state-of-incorporation": "MI", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88876", "film-number": "02660640"}, "business-address": {"street1": "40 PEARL ST NW STE 900", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6167762600"}, "mail-address": {"street1": "40 PEARL ST NW STE 900", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503"}, "former-company": {"former-conformed-name": "EDISON THOMAS INNS INC", "date-changed": "19920703"}}
Form S-8 Registration Statement
As filed with the Securities and Exchange Commission on May 23, 2002
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
HE
SECURITIES ACT OF 1933
Incorporated
Under the
Laws
of Michigan
MERITAGE HOSPITALITY GROUP INC.
1971 East Beltline Ave., N.E., Suite 200
Grand Rapids, Michigan 49525
(616) 776-2600
I.R.S. Employer
Identification No.
38-2730460
2002
MANAGEMENT EQUITY INCENTIVE PLAN
James R. Saalfeld
Vice President, General Counsel and Secretary
1971 East Beltline Ave., N.E., Suite 200
Grand Rapids, Michigan 49525
(616) 776-2600
(Agent for Service of Process)
CALCULATION
OF REGISTRATION FEE
Title of
Securities To Be
Registered
Common Stock,
$.01 par value
per share
Amount To Be
Registered(1)
750,000
Shares
Proposed Maximum
Offering Price
Per Share(2)
$5.16
Proposed Maximum
Aggregate Offering
Price(2)
$3,870,000
Amount of
Registration
Fee(3)
$357
(1)   This  Registration  Statement is filed for up to 750,000
shares,      authorized      pursuant      to      the      2002
Management Equity Incentive Plan.
(2)   Estimated to calculate registration fee.
(3)   Calculated  pursuant to Rule 457(h) based on the average
of    the     high     and     low     prices     of    the     Common
Stock on    the   American   Stock
Exchange on May 21, 2002 of $5.16 per share.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference
The following  documents filed by Meritage  Hospitality  Group Inc. with the Securities and Exchange  Commission are  incorporated
herein by reference and made a part hereof:
Meritage's Annual Report on Form 10-K for the Fiscal Year ended December 2, 2001.
The description of the
Common Stock contained in the Registration Statement on Form 8-A filed by
Meritage with the Commission on September 16, 1999.
All reports and other
documents subsequently filed by Meritage 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 which indicates that all Common Stock offered has been
sold or which de-registers all Common Stock 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.
Item 4.   
Description of Securities
Not Applicable.
Item 5. Interests
of Named Experts and Counsel
The  legality  of  the  Common
Stock  offered  hereby will be passed upon for  Meritage by Keating,  Muething &
Klekamp, P.L.L., 1400 Provident Tower, One East Fourth Street, Cincinnati,  Ohio
45202. Attorneys of Keating, Muething & Klekamp, P.L.L. participating in matters
relating  to this Form S-8 own  approximately  50,860  shares  of the  Company's
Common Stock.
Item 6.
Indemnification of Directors and Officers
Section 561 of the Michigan
Business Corporation Act ("MBCA") provides generally and in pertinent
part that a Michigan corporation may indemnify its directors and officers
against expenses, including judgments, penalties, fines, attorneys' fees
and amounts paid in settlement actually and reasonably incurred by them in
connection with any civil or criminal suit or action, other than actions by or
in the right of the corporation, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal suit or proceedings, if the person had no reasonable cause to believe
his conduct was unlawful. Section 562 of the MBCA provides that, in connection
with the defense or settlement of any action by or in the right of the
corporation, a Michigan corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them in connection with the
matters in issue, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. The right to indemnification is mandatory in the case of a
director or officer who is successful on the merits or otherwise, and if the
expenses are reasonable and actually incurred. Permissive indemnification is to
be made by a court of competent jurisdiction, the majority vote of a quorum of
disinterested directors, the written opinion of independent legal counsel, by
all independent directors who are not parties to or threatened to be made
parties to the action or suit, or by the disinterested shareholders or a
committee designated by the Board and consisting of directors who are not
parties to, or threatened to be made parties to, the proceedings.
Meritage, through its
Bylaws and by way of contracts of indemnification, provides that its officers
and directors shall be indemnified to the fullest extent authorized or permitted
by law.
Item 7.   
Exemption from Registration Claimed
Not Applicable.
Item 8.    Exhibits
Exhibit 4.1
Exhibit 5
Exhibit 23.1
Exhibit 23.2
Exhibit 24
2002 Management Equity Incentive Plan (1)
Opinion of Keating, Muething & Klekamp, P.L.L. (2)
Consent of Grant Thornton LLP (2)
Consent of Keating, Muething & Klekamp, P.L.L. (2) (included in Exhibit 5)
Power of Attorney (contained on the signature page)
(1)    Previously filed and
incorporated by reference from the Definitive Proxy Statement on
Schedule 14A filed April 9, 2002.
(2)     Exhibits filed herewith.
Item 9.
Undertakings
9.1    The undersigned registrant
hereby undertakes 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; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of this 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 this 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 (i) and (ii) above do not apply
if 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.
9.2    The undersigned
registrant hereby undertakes 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.
9.3    The undersigned
registrant hereby undertakes 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.
9.4    The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement 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.
9.5    Insofar as
indemnification for liabilities arising under the Securities Act of 1933 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 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.
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 Grand Rapids, Michigan,
on May 21, 2002.
MERITAGE HOSPITALITY GROUP INC.
By:
/s/Robert E. Schermer, Jr.
Robert E. Schermer, Jr.
Chief Executive Officer
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.
Persons whose names are marked with an asterisk (*) below hereby designate James
R. Saalfeld as their attorney-in-fact to sign all amendments, including any
post-effective amendments, to this Registration Statement.
Signature
*
/s/Robert E. Schermer, Sr.
Robert E. Schermer, Sr.
*
/s/Robert E. Schermer, Jr.
Robert E. Schermer, Jr.
*
/s/Robert E. Riley
Robert E. Riley
*
/s/Stephen A. Rose
Stephen A. Rose
*
/s/James P. Bishop
James P. Bishop
*
/s/Christopher P. Hendy
Christopher P. Hendy
*
/s/Joseph L. Maggini
Joseph L. Maggini
*
/s/Jerry L. Ruyan
Jerry L. Ruyan
Capacity
Chairman of the Board of Directors
Chief Executive Officer and Director
(Principal Executive Officer)
President and Director
Vice President, Chief Financial
Officer and
Treasurer, (Principal
Financial Officer and Principal
Accounting Officer)
Director
Director
Director
Director
Date
May 21, 2002
May 21, 2002
May 21, 2002
May 21, 2002
May 21, 2002
May 21, 2002
May 21, 2002
May 21, 2002