HEARTLAND WISCONSIN CORP
8-A12G, 1998-08-06
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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<PAGE>   1
    As filed with the Securities and Exchange Commission on August 6, 1998.

================================================================================

                                    FORM 8-A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             --------------------

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             --------------------

                            HEARTLAND WISCONSIN CORP.
             (Exact name of registrant as specified in its charter)

                             --------------------



                WISCONSIN                                39-1830531
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification Number)

         6635 SOUTH 13TH STREET
          MILWAUKEE, WISCONSIN                              53221
(Address of principal executive offices)                 (Zip Code)


                            ----------------------

           Securities to be registered under Section 12(b) of the Act:

        NONE                                     NONE
(Title of each class                (Name of each exchange on which
to be so registered)                each class is to be registered)


If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ] 

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]



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

                                  COMMON STOCK
                                (Title of class)



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<PAGE>   2


ITEM 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.

         This Registration Statement relates to the common stock, par value
$0.0001 per share ("Common Stock") of Heartland Wisconsin Corp., a Wisconsin
corporation ("Registrant"). The description of the Common Stock which appears
under the caption "Description of Securities" in the Prospectus included in the
Registration Statement of the Registrant on Form SB-2 (File No. 333-48527),
relating to the Common Stock, is incorporated herein by reference.

ITEM 2.   EXHIBITS.


 Exhibit
 Number                           Description

    1   Specimen of certificate representing the Registrant's Common Stock (1)

    2   Articles of Incorporation of the Registrant (2)

    3   By-Laws of the Registrant (3)


- ------------------------
(1)  To be filed by amendment.

(2)  Incorporated herein by reference to Exhibits 3.1 and 3.3 to the 
     Registration Statement of Heartland Wisconsin Corp. on Form SB-2 (File No. 
     333-48527), relating to the Common Stock.

(3)  Incorporated herein by reference to Exhibit 3.2 to the Registration
     Statement of Heartland Wisconsin Corp. on Form SB-2 (File No. 333-48527),
     relating to the Common Stock.



                                  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, thereunto duly authorized.


                                               HEARTLAND WISCONSIN CORP.



                                            
Dated:  August 6, 1998                 By:    /s/ SCOTT A. BLAIR
                                          ------------------------------
                                              Scott A. Blair, President




                                                
Dated:  August 6, 1998                 By:    /s/ FRANK P. GIUFFRE
                                          ------------------------------
                                              Frank P. Giuffre, Treasurer






                                       2
<PAGE>   3




                            HEARTLAND WISCONSIN CORP.
                                  COMMON STOCK


                                    FORM 8-A


                                INDEX TO EXHIBITS




 Exhibit
 Number                           Description

    1     Specimen of certificate representing the Registrant's Common Stock (1)

    2     Articles of Incorporation of the Registrant (2)

    3     By-Laws of the Registrant (3)



- ------------------------
   (1)  To be filed by amendment.

   (2)  Incorporated herein by reference to Exhibits 3.1 and 3.3 to the
        Registration Statement of Heartland Wisconsin Corp. on Form SB-2 (File
        No. 333-48527), relating to the Common Stock.

   (3)  Incorporated herein by reference to Exhibit 3.2 to the Registration
        Statement of Heartland Wisconsin Corp. on Form SB-2 (File No.
        333-48527), relating to the Common Stock.






                            Form 8-A / Exhibit Index




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