<PAGE>
================================================================================
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
Central European Distribution Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 54-1865271
- ------------------------ -------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
211 North Union Street, #100, Alexandria, VA 22314
- -------------------------------------------- ----------
(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
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing 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: 333-42387
---------
Securities to be registered pursuant to Section 12(g) of the Act
Common Stock, par value $.01 per share
--------------------------------------
Title of class
================================================================================
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
A description of the registrant's Common Stock is set forth under the
caption "Description of Capital Stock" in Amendment No. 2 on Form S-1 (File No.
333-42387), filed with the Securities and Exchange Commission on May 19, 1998,
and such information is hereby incorporated by reference herein. The
registration statement was originally filed on December 16, 1997 (the
"Registration Statement").
ITEM 2. EXHIBITS.
---------
The following documents are being filed as exhibits to this registration
statement.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1 Certificate of incorporation of the
registrant (incorporated by reference to
exhibit 3.1 of the Registration Statement)
2 Bylaws of the registrant (incorporated by
reference to exhibit 3.2 of the
Registration Statement)
3 Form of common stock certificate
(incorporated by reference to exhibit 4.1
of the Registration Statement)
</TABLE>
- 2 -
<PAGE>
SIGNATURES
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.
Central European Distribution Corporation
Date: May 21, 1998 By: /s/ Jeffrey Peterson
----------------------------------------
Jeffrey Peterson
Vice Chairman, Executive Vice President
and Secretary
- 3 -
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
1. Certificate of Incorporation (*)
2. Bylaws (**)
3. Form of common stock certificate (***)
(*) Incorporated by reference to exhibit 3.1 of the Registration Statement.
(**) Incorporated by reference to exhibit 3.2 of the Registration Statement.
(***) Incorporated by reference to exhibit 4.1 of the Registration Statement.
- 4 -
