<PAGE>
As filed with the Securities and Exchange Commission on June 24, 1996.
Registration No. 333-__________
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________________
Incorporated MERITAGE HOSPITALITY GROUP INC. I.R.S. Employer
Under the Laws 40 PEARL STREET, N.W., SUITE 900 Identification No.
of Michigan GRAND RAPIDS, MICHIGAN 49503 38-2730460
____________________________________
MERITAGE HOSPITALITY GROUP INC.
1996 MANAGEMENT EQUITY INCENTIVE PLAN
MERITAGE HOSPITALITY GROUP INC.
1996 DIRECTORS' SHARE OPTION PLAN
MERITAGE HOSPITALITY GROUP INC.
DIRECTORS' COMPENSATION PLAN
MERITAGE HOSPITALITY GROUP INC.
EMPLOYEE SHARE PURCHASE PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered(1) Per Share (2) Price(2) Fee(3)
__________________________________________________________________________
Common 450,000 $6.0625 $2,728,125 $941
Stock, Shares
par value
$0.01 per
share
__________________________________________________________________________
(1) This Registration Statement is filed for up to (a) 300,000
shares of Common Stock issuable pursuant to the Meritage
Hospitality Group Inc. 1996 Management Equity Incentive Plan
(the "Management Equity Incentive Plan"); (b) 60,000 shares
of Common Stock issuable pursuant to the Meritage
Hospitality Group Inc. 1996 Directors' Share Option Plan
(the "Directors' Share Option Plan"); (c) 50,000 shares of
Common Stock issuable pursuant to the Meritage Hospitality
Group Inc. Directors' Compensation Plan (the "Directors'
Compensation Plan"); and (d) 40,000 shares of Common Stock
issuable pursuant to the Meritage Hospitality Group Inc.
Employee Share Purchase Plan (the "Employee Share Purchase
Plan") (the Management Equity Incentive Plan, Directors'
Share Option Plan, Directors' Compensation Plan and Employee
Share Purchase Plan, individually the "Plan" and
collectively the "Plans").
(2) Estimated solely for purposes of calculating the
registration fee.
(3) Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on The NASDAQ Interdealer Quotation
System on June 17, 1996 of $6.0625 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Meritage Hospitality Group
Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission are incorporated herein by reference and made
a part hereof:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended November 30, 1995, as amended.
2. The Company's Quarterly Report on Form 10-QSB for the fiscal
quarter ended February 29, 1996.
3. The description of the Company's Common Stock contained in a
Registration Statement on Form S-18, Registration No.
33-10798C, filed with the Securities and Exchange Commission
on January 12, 1986.
The Company was formerly known as Thomas Edison Inns, Inc.
All reports and other documents subsequently filed by the
Company pursuant to Section 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 deregisters 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, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Gary P. Kreider is a partner of Keating, Muething & Klekamp.
Attorneys of Keating, Muething & Klekamp own 6,000 shares of the
Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 450.1561 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 proceeding, if the person had no reasonable cause to
believe his conduct was unlawful. Section 450.1562 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.
The Company's Bylaws provide that the Company shall
indemnify such persons to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the Index to Exhibits included herewith.
<PAGE>
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 (a) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (b) 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 and (c) to include any material
information with respect to any of the plans 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) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securi-
ties Exchange Act of 1934 that are incorporated by reference in
this 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 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.
<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
Cincinnati, Ohio, on June 18, 1996.
MERITAGE HOSPITALITY GROUP INC.
By: Christopher B. Hewett
______________________________
Christopher B. Hewett
President and 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. The
persons whose names are marked with an asterisk (*) below hereby
designate Christopher B. Hewett or James R. Saalfeld as
Attorney-in-Fact to sign all amendments, including any post-
effective amendments, to this Registration Statement.
Signature Capacity Date
_______________________ _______________ _______________
*Robert E. Schermer, Sr. Chairman of the June 17, 1996
________________________ Board of Direc-
Robert E. Schermer, Sr. tors
*Christopher B. Hewett President, Chief June 18, 1996
________________________ Executive Officer
Christopher B. Hewett and Director
(Principal Execu-
tive Officer)
*Robert E. Schermer, Jr. Executive Vice June 17, 1996
________________________ President,
Robert E. Schermer, Jr. Treasurer and
Director (Princi-
pal Financial
Officer)
*
________________________ Director June ___, 1996
William F. Ehinger
*
________________________ Director June ___, 1996
James R. Goerlich
*
________________________ Director June ___, 1996
David S. Lundeen
*Joseph L. Maggini Director June 17, 1996
________________________
Joseph L. Maggini
*Joseph P. Michael Director June 18, 1996
________________________
Joseph P. Michael
*Frank O. Staiger Director June 17, 1996
________________________
Frank O. Staiger
*Raymond A. Weigel, III Director June 17, 1996
________________________
Raymond A. Weigel, III
EXHIBIT INDEX
Exhibit No. Description Page
__________ _________________________ ______________
5 Opinon of Keating, Muething Filed herewith
& Klekamp
10.1 1996 Management Equity Incentive *
Plan
10.2 1996 Directors' Share Option Plan *
10.3 Directors' Compensation Plan *
10.4 Employee Share Purchase Plan *
23.1 Consent of Grant Thornton LLP Filed herewith
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
24 Power of Attorney (included Filed herewith
on signature page)
___________________
*Incorporated by reference to the Registrant's definitive proxy
statement dated April 19, 1996 as filed with the Commission.
<PAGE>
FACSIMILE (513) 579-6956
EXHIBIT 5
June 24, 1996
Direct Dial: (513) 579-6411
Meritage Hospitality Group Inc.
40 Pearl Street, N.W., Suite 900
Grand Rapids, Michigan 49503
Gentlemen:
We have examined the corporate records and proceedings of
Meritage Hospitality Group Inc., a Michigan corporation (the
"Corporation"), with respect to:
1. The organization of the Corporation;
2. The legal sufficiency of all corporate proceedings of
the Corporation in connection with the creation and issuance of
all of the present outstanding and issued Common Stock, par value
$0.01 per share (the "Common Stock") of the Corporation; and
3. The legal sufficiency of all corporate proceedings
taken in connection with the establishment of the Meritage
Hospitality Group Inc. 1996 Management Equity Incentive Plan, the
Meritage Hospitality Group Inc. 1996 Directors' Share Option
Plan, the Meritage Hospitality Group Inc. Directors' Compensation
Plan and the Meritage Hospitality Group Inc. Employee Share
Purchase Plan, pursuant to which plans a total of 450,000 shares
of Common Stock, comprised of 300,000, 60,000, 50,000 and 40,000
shares, respectively, may be issued.
Based upon such examination, we are of the opinion:
1. That the Corporation is a duly organized and validly
existing corporation under the laws of the State of Michigan; and
2. That the Corporation has taken all necessary and
required corporate action in connection with the proposed
issuance of the aforesaid 450,000 shares of Common Stock and that
when issued, delivered and paid for, the aforesaid 450,000 shares
of Common Stock will be duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Corporation
free of any claim of pre-emptive rights.
We hereby consent to be named in the Registration Statements
and the Prospectus parts thereof as the attorneys who will pass
upon legal matters in connection with the aforesaid Common Stock
and to the filing of this opinion as an exhibit to the
Registration Statement, and furthermore consent to all references
made to this firm in the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY: Gary P. Kreider
_________________________
Gary P. Kreider
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 1, 1996 accompanying the
consolidated financial statements included in the Annual Report
of Meritage Hospitality Group Inc. (formerly Thomas Edison Inns,
Inc.) for the year ended November 30, 1995. We hereby consent to
the incorporation by reference of said report in the Registration
Statement of Meritage Hospitality Group Inc. on Form S-8 (File
No. 33-10798C).
/s/Grant Thornton LLP
Grant Thornton LLP
Detroit, Michigan
June 24, 1996
