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<TITLE>  Form S-8
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As filed with the Securities and Exchange Commission on May 16, 2001&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No. 333-_______<BR><BR>

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<H4 ALIGN=CENTER>                                                          SECURITIES AND EXCHANGE COMMISSION<BR>
                                                                Washington, D.C. 20549<BR></H4>
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<BR>
<H4 ALIGN=CENTER>                                                                       FORM S-8<BR>
                                                                REGISTRATION STATEMENT<BR>
                                                                         UNDER<BR>
                                                              THE SECURITIES ACT OF 1933<BR></H4>
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<TD WIDTH=15% ALIGN=CENTER><P>Incorporated<BR>Under the Laws<BR>of Michigan</TD>
<TD WIDTH=40% ALIGN=CENTER><P>MERITAGE HOSPITALITY GROUP INC. <BR>1971 East Beltine Ave., N.E., Suite 200<BR>
Grand Rapids, Michigan 49525<BR> (616)776-2600
</P></TD>
<TD WIDTH=15% ALIGN=CENTER><P>I.R.S. Employer<BR>Identification No.<BR>38-2730460
</TD>
</TR>
</TABLE>




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<CENTER>                          2001 DIRECTORS' SHARE OPTION PLAN</CENTER><BR><BR><BR>


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<CENTER>                                                                 Gary P. Kreider, Esq.<BR>
                                                          Keating, Muething &amp; Klekamp, P.L.L.<BR>
                                                                One East Fourth Street<BR>
                                                                Cincinnati, Ohio 45202<BR>
                                                                    (513) 579-6411<BR>
                                                            (Agent for Service of Process)<BR><BR>

                                                            CALCULATION OF REGISTRATION FEE</CENTER><BR>
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<TD WIDTH=25% ALIGN=CENTER><P><BR><BR>Title of<BR>Securities to<BR>be Registered</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P><BR><BR>Amount<BR>to be<BR>Registered(1)
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>Proposed<BR>Maximum<BR>Offer<BR>Price<BR>Per Share(2)
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>Proposed<BR>Maximum<BR>Aggregate<BR>Offer<BR>Price(2)
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P><BR><BR>Amount of<BR>Registration<BR>Fee(3)
</P></TD>
</TR>
</TABLE>
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<TD WIDTH=25% ALIGN=CENTER><P>Common Stock,<BR>$.01 par value<BR>per share</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>120,000 Shares
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>$2.16
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>$259,200
</P></TD>
<TD WIDTH=25% ALIGN=CENTER><P>$64.80
</P></TD>
</TR>
</TABLE>

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<OL>
<LI>This Registration
Statement is filed for up to 120,000 shares, granted pursuant to the 2001
Directors&#146; Share Option Plan. <BR><BR>

<LI>Estimated to calculate registration fee.<BR><BR>

<LI>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
14, 2001 of $2.16 per share.</OL><BR><BR>



<PAGE>

<H4 ALIGN=CENTER>PART II<BR><BR>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</H4>

Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference<BR><BR>

<P>&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>The Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2000.<BR><BR>

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

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other
documents subsequently filed by the Company 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>

Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<BR><BR>


Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The legality of the Common Stock offered hereby will be passed upon for the Company 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 51,960 shares of the Company's Common Stock.</P>


Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liability; Indemnification<BR>

<P>&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>

<P>&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>

Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<BR><BR>

Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;           Exhibits*<BR><BR>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2001 Directors' Share Option Plan<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Keating, Muething &amp; Klekamp, P.L.L.<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Grant Thornton LLP<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Keating, Muething &amp; Klekamp, P.L.L. (included in Exhibit 5)<BR><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit 24&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Power of Attorney (contained on the signature page)<BR><BR>


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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*All Exhibits filed herewith.<BR><BR>



<PAGE>


Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undertakings<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&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>, 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.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&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;9.3 &nbsp;&nbsp;&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;9.4&nbsp;&nbsp;&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;9.5&nbsp;&nbsp;&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, 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>

   <CENTER>                            SIGNATURES</CENTER>

<P>&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 15, 2001. </P>

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<TR VALIGN=TOP>
<TD WIDTH=55% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=45%><P>
MERITAGE HOSPITALITY GROUP INC.<BR><BR><BR>


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

<P>&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>

<PRE>
           Signature                       Capacity                     Date
           ---------                       --------                     ----


*/s/ Robert E. Schermer, Sr.        Chairman of the Board           May 15, 2001
------------------------------      of Directors
  Robert E. Schermer, Sr.


*/s/ Robert E. Schermer, Jr.        Chief Executive Officer         May 15, 2001
------------------------------      and Director(Principal
  Robert E. Schermer, Jr.           Executive Officer)

*/s/ Robert E. Riley                President and Director          May 15, 2001
------------------------------
  Robert E. Riley


*/s/ Pauline M. Krywanski           Vice President, Chief           May 15, 2001
------------------------------      Financial Officer and
    Pauline M. Krywanski            Treasurer, (Principal
                                    Financial Officer and
                                    Principal Accounting Officer)


*/s/ James P. Bishop                Director                        May 15, 2001
------------------------------
   James P. Bishop


*/s/ Christopher P. Hendy           Director                        May 15, 2001
------------------------------
  Christopher P. Hendy


*/s/ Joseph L. Maggini              Director                        May 15, 2001
------------------------------
  Joseph L. Maggini


*/s/ Jerry L. Ruyan                 Director                        May 15, 2001
------------------------------
  Jerry L. Ruyan


</PRE>


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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": "333-61016", "film-number": "1641379"}, "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
As filed with the Securities and Exchange Commission on May 16, 2001           Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
Under the Laws
of Michigan
MERITAGE HOSPITALITY GROUP INC.
1971 East Beltine Ave., N.E., Suite 200
Grand Rapids, Michigan 49525
(616)776-2600
I.R.S. Employer
Identification No.
38-2730460
2001 DIRECTORS' SHARE OPTION PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Title of
Securities to
be Registered
Amount
to be
Registered(1)
Proposed
Maximum
Offer
Price
Per Share(2)
Proposed
Maximum
Aggregate
Offer
Price(2)
Amount of
Registration
Fee(3)
Common Stock,
$.01 par value
per share
120,000 Shares
$2.16
$259,200
$64.80
This Registration
Statement is filed for up to 120,000 shares, granted pursuant to the 2001
Directors' Share Option Plan.
Estimated to calculate registration fee.
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
14, 2001 of $2.16 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:
The Company's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2000.
The description of the
Common Stock contained in the Registration Statement on Form 8-A filed by the
Company with the Commission on September 16, 1999.
All reports and other
documents subsequently filed by the Company 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 the Company 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 51,960 shares of the Company's Common Stock.
Item 6.          Liability; Indemnification
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            2001 Directors' Share Option Plan
Exhibit 5               Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1          Consent of Grant Thornton LLP
Exhibit 23.2          Consent of Keating, Muething & Klekamp, P.L.L. (included in Exhibit 5)
Exhibit 24             Power of Attorney (contained on the signature page)
*All 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 15, 2001.
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                       Capacity                     Date
           ---------                       --------                     ----

*/s/ Robert E. Schermer, Sr.        Chairman of the Board           May 15, 2001
------------------------------      of Directors
  Robert E. Schermer, Sr.

*/s/ Robert E. Schermer, Jr.        Chief Executive Officer         May 15, 2001
------------------------------      and Director(Principal
  Robert E. Schermer, Jr.           Executive Officer)

*/s/ Robert E. Riley                President and Director          May 15, 2001
------------------------------
  Robert E. Riley

*/s/ Pauline M. Krywanski           Vice President, Chief           May 15, 2001
------------------------------      Financial Officer and
    Pauline M. Krywanski            Treasurer, (Principal
                                    Financial Officer and
                                    Principal Accounting Officer)

*/s/ James P. Bishop                Director                        May 15, 2001
------------------------------
   James P. Bishop

*/s/ Christopher P. Hendy           Director                        May 15, 2001
------------------------------
  Christopher P. Hendy

*/s/ Joseph L. Maggini              Director                        May 15, 2001
------------------------------
  Joseph L. Maggini

*/s/ Jerry L. Ruyan                 Director                        May 15, 2001
------------------------------
  Jerry L. Ruyan