As filed with the Securities and Exchange Commission on June 3, 1998.
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, P.L.L.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
- --------------------------------------------------------------------------------
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
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Common Stock, 485,000 $1.08 $523,800.00 $155.00
par value Shares
$0.01 per share
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(1)This Registration Statement is filed for up to an additional (a) 425,000
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) 0 shares of Common Stock issuable pursuant to the
Meritage Hospitality Group Inc. Directors' Compensation Plan (the "Directors'
Compensation Plan"); and (d) 0 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 May 28, 1998 of $1.08 per share.
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<PAGE>
The contents of Registration No. 333-06657, as filed with the Commission on June
24, 1996, are incorporated herein by reference.
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 this 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 June 2, 1998.
MERITAGE HOSPITALITY GROUP INC.
By:/s/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
--------- -------- ----
*/s/Robert E. Schermer
- -------------------------- Chairman of the Board June 2, 1998
Robert E. Schermer, Sr. of Directors
*/s/Christopher B. Hewett
- -------------------------- President, Chief Executive June 2, 1998
Christopher B. Hewett Officer and Director
(Principal Executive Officer)
*/s/Robert E. Schermer
- -------------------------- Executive Vice President, June 2, 1998
Robert E. Schermer, Jr. Treasurer and Director
(Principal Financial Officer)
*
- -------------------------- Director June __, 1998
Joseph L. Maggini
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<PAGE>
Signature Capacity Date
--------- -------- ----
*
- -------------------------- Director June __, 1998
Jerry L. Ruyan
EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ---------------------------------------------- ---------------------
5 Opinion of Keating, Muething & Klekamp, P.L.L. Filed herewith
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 & Klekamp, P.L.L. Included in Exhibit 5
24 Power of Attorney (included on signature page) Filed herewith
*Incorporated by reference to the Registrant's definitive proxy statement dated
April 19, 1996 as filed with the Commission.
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EXHIBIT 5
FACSIMILE (513) 579-6956
June 3, 1998
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 amendment of the Meritage Hospitality Group Inc. 1996 Management Equity
Incentive Plan and the Meritage Hospitality Group Inc. 1996 Directors' Share
Option Plan, pursuant to which plans a total of 485,000 additional shares of
Common Stock, comprised of 425,000 and 60,000 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 485,000 shares
of Common Stock and that when issued, delivered and paid for, the aforesaid
485,000 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, P.L.L.
BY: /s/Gary P. Kreider
--------------------------------
Gary P. Kreider
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 12, 1998 accompanying the consolidated
financial statements included in the Annual Report of Meritage Hospitality Group
Inc. for the year ended November 30, 1997. 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 1, 1998
