INDEPENDENCE BREWING CO
8-A12G, 1996-09-27
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                       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

                          Independence Brewing Company
                          ----------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                  23-2763840
 ----------------------------                  ----------------------------
  (State of incorporation or                        (I.R.S. Employer
        organization)                              Identification No.)

                    1000 Comly Street, Philadelphia, PA 19149
                    -----------------------------------------
               (Address of principal executive offices) (zip code)

If this form relates to the              If this form relates to the
registration of a class of               registration of a class of
debt securities and is                   debt securities and is to
effective upon filing pursuant           become effective
to General Instruction A(c)(1)           simultaneously with the
please check to the following            effectiveness of a concurrent
box. |_|                                 registration statement under
                                         the Securities Act of 1933 pursuant to
                                         General Instruction A(c)(2) please
                                         check the following box. |_|

Securities to be registered pursuant to Section 12(b) of the Act:
                                     None.

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock, no par value
                          --------------------------
                              (Title of class)

                             Redeemable Warrants
                             -------------------
                               (Title of class)
<PAGE>

Item 1. Description of Registrant's Securities To Be Registered.

            The information set forth under the caption "Description of
Securities - Common Stock" on page 48 of the Registrant's Registration Statement
on Form SB-2 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on September 27, 1996 (the "Registration
Statement"), is incorporated herein by reference.

            The information set forth under the caption "Description of
Securities - Redeemable Warrants" on pages 49 and 50 of the Registration
Statement, is incorporated herein by reference.

Item 2. Exhibits.

        Exhibit                                Description
        -------                                -----------

           1             Amended and Restated Articles of
                         Incorporation of Independence Brewing
                         Company.  (Incorporated by reference to
                         Exhibit 3.1 of the Registration Statement).

           2             Amended and Restated Bylaws of Independence
                         Brewing Company.  (Incorporated by reference
                         to Exhibit 3.2 of the Registration
                         Statement).

           3             Specimen Common Stock Certificate of
                         Independence Brewing Company.  (Incorporated
                         by reference to Exhibit 4.1 of the
                         Registration Statement).

           4             Form of Warrant Certificate of Independence
                         Brewing Company.  (Incorporated by reference
                         to Exhibit 4.2 of the Registration
                         Statement).

           5             Form of Warrant Agreement between
                         Independence Brewing Company and Continental
                         Stock Transfer & Trust Company.
                         (Incorporated by reference to Exhibit 4.3 of
                         the Registration Statement).

           6             Page 48 of the Registration Statement containing the
                         section entitled "Description of Securities - Common
                         Stock." (Incorporated by reference to page 48 of the
                         Registration Statement).
<PAGE>

           7             Pages 49 and 50 of the Registration Statement
                         containing the section entitled "Description of
                         Securities - Redeemable Warrants." (Incorporated by
                         reference to page 48 of the Registration Statement).

                                    SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                    INDEPENDENCE BREWING COMPANY


Date: September 27, 1996            By:/s/ ROBERT W. CONNOR, JR.
                                       -------------------------
                                       Robert W. Connor, Jr.
                                       President and Chief
                                       Executive Officer



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