================================================================================ 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 AQUAPENN SPRING WATER COMPANY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 25-1541772 - ---------------------------------------- ----------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) One AquaPenn Drive, Milesburg, PA 16853 - ---------------------------------------- ------------------------------------ (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 Common Stock, No Par Value New York Stock Exchange -------------------------- ------------------------------ 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), please check the following box. |X| 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), please check the following box. |_| Securities Act registration statement file number to which this form relates: 333-38771 --------- Securities to be registered pursuant to Section 12(g) of the Act: NONE ------------------------------------------------------------- (Title of class) ================================================================================ Item 1. Description of Registrant's Securities to be Registered. The description of the Common Stock is contained in the Registrant's Registration Statement on Form S-1 (Registration No. 333-38771), filed on October 27, 1997, as amended by Amendment No. 1 filed on November 20, 1997, Amendment No. 2 filed on December 15, 1997 and Amendment No. 3 filed on January 2, 1998 (the "Registration Statement on Form S-1"), under the heading "DESCRIPTION OF CAPITAL STOCK," and such description is hereby incorporated by reference. Item 2. Exhibits 1. Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1). 2. Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1). 3. Specimen of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1). 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. AquaPenn Spring Water Company, Inc. By: /s/ Geoffrey F. Feidelberg ------------------------------------------- Geoffrey F. Feidelberg Executive Vice President, Chief Financial Officer and Chief Operating Officer Date: January 20, 1998 3