UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Brands, Inc. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Wisconsin 39-2019963 -------------------------- --------------------- (State of incorporation (IRS Employer or organization) Identification No.) 2215 Union Avenue, Sheboygan, Wisconsin 53081 --------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ None None If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [_] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: Registration No. 333-56222 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.05 per share --------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. Incorporated by reference to the Registrant's Registration Statement on Form S-4 (Registration No. 333-56222) as originally filed on February 26, 2001, and as amended on April 4, 2001, April 24, 2001 and April 27, 2001 (consisting of the portion of the proxy statement/prospectus captioned "Approval of Agreement and Plan of Share Exchange--Description of Fresh Brands Capital Stock)." Item 2. Exhibits. Exhibit Number Document Description 3.1 Amended and Restated Articles of Incorporation of the Registrant. [Incorporated by reference to Exhibit 3.1 (and, consequently, Appendix D to the Registrant's proxy statement/prospectus) in Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-56222).] 3.2 Bylaws of the Registrant. [Incorporated by reference to Exhibit 3.2 (and, consequently, Appendix E to the Registrant's proxy statement/prospectus) in Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-56222).] 99.1 Specimen stock certificate for shares of the Registrant's Common Stock. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Sheboygan, State of Wisconsin, on May 31, 2001. FRESH BRANDS, INC. By: /s/ Armand C. Go ------------------------------------- Armand C. Go Vice President and Secretary 3