<PAGE>

                                                    Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                           CONSOLIDATED PRODUCTS, INC.
               (Exact name of issuer as specified in its charter)

         INDIANA                                               37-0684070
         -------                                               ----------
   (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                          Identification No.)

               500 Century Building, 36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                    (Address of principal executive offices)

           CONSOLIDATED PRODUCTS, INC. 1995 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

               James W. Bear, Senior Vice President and Treasurer
                           CONSOLIDATED PRODUCTS, INC.
               500 Century Building, 36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                     (Name and address of agent for service)

                                 (317) 633-4100
                     (Telephone number of agent for service)

--------------------------------------------------------------------------------
                         Calculation of Registration Fee
                         -------------------------------

                              Proposed       Proposed
 Title Of                     Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount Of
  To Be         To Be         Price          Offering     Registration
Registered     Registered     Per Share*      Price   *        Fee     *
----------     ----------     ----------     ----------   --------------
Common Stock,    330,000      $14.00         $4,620,000         $1,593.10
$.50 stated
value
--------------------------------------------------------------------------------
     * Determined pursuant to Rule 457(c) and (h) based upon the average of the
       high and low sale price of the Common Stock on August 15, 1995.


The Index to Exhibits is located on page 8             Total number of pages 14


                                        1

<PAGE>

                              CROSS-REFERENCE SHEET

                  Between Items in Form S-8 and the Prospectus
                     Pursuant to Regulation S-K, Item 501(b)



Item Number                                    Prospectus Captions
-----------                                    -------------------
1(a).     General Plan Information . . . . .    General Information; Purpose;
                                                Administration of the Plan;
                                                Termination of the Plan; Modifi-
                                                cation of the Plan; Adjustment
                                                of Shares


1(b).     Securities to be Offered . . . . .    General Information


1(c).     Employees Who May Participate
          in the Plan. . . . . . . . . . . .    Eligibility, Limits on Options
                                                Granted

1(d).     Purchase of Securities Pursuant
          to Plan and Payment for Securities
          Offered. . . . . . . . . . . . . .    Eligibility, Limits on Options
                                                Granted; Option Term;
                                                Exercise of Options

1(e).     Resale Restrictions. . . . . . . .    Restrictions on the Sale of
                                                Stock Purchased Pursuant to the
                                                Plan

1(f).     Tax Effects of Plan Participation.    Federal Income Tax
                                                Consequences

1(g).     Investment of Funds. . . . . . . .    Not applicable

1(h).     Withdrawal from the Plan;
          Assignment of Interest . . . . . .    Termination of Employment;
                                                Nontransferability of Options

1(i).     Forfeitures and Penalties. . . . .    Option Term; Termination
                                                of Employment; Lapsing of
                                                Options

1(j).     Charges and Deductions and
          Liens Therefor . . . . . . . . . .    Not Applicable


2.        Registrant Information and
          Employee Plan Annual Information .    General Information
                                                Information Incorporated by
                                                Reference

                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the registration
     statement:
     (a)  The registrant's latest annual report on Form 10-K, and
     (b)  All other reports filed by the registrant pursuant to Sections 13(a)
          or 15(d) of the Securities Act of 1934 since the end of the fiscal
          year covered by the annual report referred to in (a) above.
     (c)  The description of the registrant's Common Stock contained in the
          registrant's registration statement filed under section 12 of the
          Securities Act of 1934, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Act of 1934, prior to the filing of
a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which is
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.


ITEM 4. DESCRIPTION OF SECURITIES.

                                 Not Applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Indiana Business Corporation Law ("BCL"), the provisions of which
govern the registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees or agents or any person who may have
served at the request of the corporation as a director, officer, employee or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the Eligible Person is made a party
by reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, (b)
if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful.


                                        3


<PAGE>

     The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise.  Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter.  Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.

     Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought.  If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or by a committee, or by the shareholders of
the corporation.

     In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding.  The
BCL also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.

     The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of the registrant.  Such rights are not exclusive
of any other rights of indemnification to which such persons may be entitled by
contract or as a matter of law.

     The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.



                                        4

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not Applicable.


ITEM 8. EXHIBITS.

     The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.


ITEM 9. UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)       To include any prospectus required by section 10(a)(3)
                         of the Securities Act of 1933;

               (ii)      To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement;

               (iii)     To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information set forth in the registration statement;

                         Provided, however, that paragraphs (a)(l)(i) and
                         (a)(l)(ii) shall not apply if the information required
                         to be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed by
                         the registrant pursuant to section 13 or section 15(d)
                         of the Securities Exchange Act of 1934 that are
                         incorporated by reference in the registration
                         statement.

        (2)    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

                                        5

<PAGE>



        (3)    To remove registration by means of a post-effective amendment any
               of the securities from being registered which remain unsold at
               the termination of the offering.

        (4)    That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's annual
               report pursuant to Section 13(a) or Section 15(d) of the
               Securities Exchange Act of 1934 that is incorporated by reference
               in the registration statement shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

        (5)    Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               provisions described in Item 6 or otherwise, the registrant has
               been advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable.  In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question of whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.



                                        6

<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on August 14, 1995.

                                             CONSOLIDATED PRODUCTS, INC.

                                             By:   /s/ Alan B. Gilman

                                                   --------------------------
                                                    Alan B. Gilman, President

                                POWER OF ATTORNEY

     Each person whose signature appears below irrevocably constitutes E. W.
Kelley, James W. Bear and S. Sue Aramian, and each of them (with full power to
act alone), as his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on August 14, 1995.

/s/ E. W. Kelley                      Chairman and Director
-----------------------------
E. W. Kelley
-----------------------------

/s/ Alan B. Gilman                    President (Principal Executive Officer)
and Director
-----------------------------
Alan B. Gilman

/s/ James W. Bear                     Senior Vice President, Administration and
------------------------------        Finance and Treasurer
James W. Bear                         (Principal Financial Officer)

/s/ Kevin F. Beauchamp                Vice President and Controller
-----------------------------
Kevin F. Beauchamp

/s/ S. Sue Aramian                    Vice Chairwoman, Secretary and Director
-----------------------------
S. Sue Aramian

/s/ Alva T. Bonda                     Director
-----------------------------
Alva T. Bonda

/s/ Neal Gilliatt                     Director
-----------------------------
Neal Gilliatt

/s/ Charles E. Lanham                 Director
-----------------------------
Charles E. Lanham

/s/ J. Fred Risk                      Director
-----------------------------
J. Fred Risk

/s/ James Williamson, Jr.             Director
-----------------------------
James Williamson, Jr.


                                        7


<PAGE>


                           CONSOLIDATED PRODUCTS, INC.
                                    FORM S-8
                                  EXHIBIT INDEX

Exhibit Number
  Assigned In                                                  Page Number
Regulation S-K                                                In Sequential
   Item 601               Description of Exhibit             Numbering System
---------------           ----------------------             ----------------

(4)  4.01           Specimen Certificate for Common Stock
                    of Consolidated Products, Inc. (formerly
                    Steak n Shake, Inc.) (Incorporated by
                    reference to Exhibit 4.1 to the
                    registrant's Registration Statement
                    No. 2-80542 on Form S-8.)

     4.02           Form of Stock Option Agreement                     9


(5)  5.01           Opinion of Ice Miller Donadio & Ryan.             12

(15)                No Exhibit.

(23) 23.01          Consent of Ice Miller Donadio & Ryan.
                    (Included as a part of Exhibit 5.01.)

     23.02          Consent of Ernst & Young LLP                     14

(24) 24.01          Power of Attorney (See Signature Page.)

(27)                No Exhibit.

(28)                No Exhibit.

(99)                No Exhibit.

                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21154}]
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           CONSOLIDATED PRODUCTS, INC.
               (Exact name of issuer as specified in its charter)

         INDIANA                                               37-0684070
         -------                                               ----------
   (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                          Identification No.)

               500 Century Building, 36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                    (Address of principal executive offices)

           CONSOLIDATED PRODUCTS, INC. 1995 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

               James W. Bear, Senior Vice President and Treasurer
                           CONSOLIDATED PRODUCTS, INC.
               500 Century Building, 36 South Pennsylvania Street
                           Indianapolis, Indiana 46204
                     (Name and address of agent for service)

                                 (317) 633-4100
                     (Telephone number of agent for service)

--------------------------------------------------------------------------------
                         Calculation of Registration Fee
                         -------------------------------

                              Proposed       Proposed
 Title Of                     Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount Of
  To Be         To Be         Price          Offering     Registration
Registered     Registered     Per Share*      Price   *        Fee     *
----------     ----------     ----------     ----------   --------------
Common Stock,    330,000      $14.00         $4,620,000         $1,593.10
$.50 stated
value
--------------------------------------------------------------------------------
     * Determined pursuant to Rule 457(c) and (h) based upon the average of the
       high and low sale price of the Common Stock on August 15, 1995.

The Index to Exhibits is located on page 8             Total number of pages 14

                                        1
CROSS-REFERENCE SHEET

                  Between Items in Form S-8 and the Prospectus
                     Pursuant to Regulation S-K, Item 501(b)

Item Number                                    Prospectus Captions
-----------                                    -------------------
1(a).     General Plan Information . . . . .    General Information; Purpose;
                                                Administration of the Plan;
                                                Termination of the Plan; Modifi-
                                                cation of the Plan; Adjustment
                                                of Shares

1(b).     Securities to be Offered . . . . .    General Information

1(c).     Employees Who May Participate
          in the Plan. . . . . . . . . . . .    Eligibility, Limits on Options
                                                Granted

1(d).     Purchase of Securities Pursuant
          to Plan and Payment for Securities
          Offered. . . . . . . . . . . . . .    Eligibility, Limits on Options
                                                Granted; Option Term;
                                                Exercise of Options

1(e).     Resale Restrictions. . . . . . . .    Restrictions on the Sale of
                                                Stock Purchased Pursuant to the
                                                Plan

1(f).     Tax Effects of Plan Participation.    Federal Income Tax
                                                Consequences

1(g).     Investment of Funds. . . . . . . .    Not applicable

1(h).     Withdrawal from the Plan;
          Assignment of Interest . . . . . .    Termination of Employment;
                                                Nontransferability of Options

1(i).     Forfeitures and Penalties. . . . .    Option Term; Termination
                                                of Employment; Lapsing of
                                                Options

1(j).     Charges and Deductions and
          Liens Therefor . . . . . . . . . .    Not Applicable

2.        Registrant Information and
          Employee Plan Annual Information .    General Information
                                                Information Incorporated by
                                                Reference

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the registration
     statement:
     (a)  The registrant's latest annual report on Form 10-K, and
     (b)  All other reports filed by the registrant pursuant to Sections 13(a)
          or 15(d) of the Securities Act of 1934 since the end of the fiscal
          year covered by the annual report referred to in (a) above.
     (c)  The description of the registrant's Common Stock contained in the
          registrant's registration statement filed under section 12 of the
          Securities Act of 1934, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Act of 1934, prior to the filing of
a post-effective amendment to the registration statement which indicates that
all of the shares of common stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which is
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                                 Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                 Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Indiana Business Corporation Law ("BCL"), the provisions of which
govern the registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees or agents or any person who may have
served at the request of the corporation as a director, officer, employee or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the Eligible Person is made a party
by reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, (b)
if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful.

                                        3
The BCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim including counsel fees, and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he or she is wholly successful in any such
proceeding, on the merits or otherwise.  Under certain circumstances, a
corporation may pay or reimburse an Eligible Person for reasonable expenses
prior to final disposition of the matter.  Unless a corporation's articles of
incorporation otherwise provide, an Eligible Person may apply for
indemnification to a court which may order indemnification upon a determination
that the Eligible Person is entitled to mandatory indemnification for reasonable
expenses or that the Eligible Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances without regard to
whether his or her actions satisfied the appropriate standard of conduct.

     Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the BCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because an Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought.  If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board of Directors or by a committee, or by the shareholders of
the corporation.

     In addition to the foregoing, the BCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation, bylaws, resolution or other authorization adopted, after notice
by a majority vote of all the voting shares then issued and outstanding.  The
BCL also empowers an Indiana corporation to purchase and maintain insurance on
behalf of any Eligible Person against any liability asserted against or incurred
by him or her in any capacity as such, or arising out of his or her status as
such, whether or not the corporation would have had the power to indemnify him
or her against such liability.

     The Amended Articles of Incorporation and the Bylaws of the registrant
contain provisions pursuant to which the officers and directors of the
registrant are entitled to indemnification as a matter of right against expenses
and liabilities incurred by them by reason of their having acted in such
capacities if such person has been wholly successful in the defense of such
claims or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of the registrant.  Such rights are not exclusive
of any other rights of indemnification to which such persons may be entitled by
contract or as a matter of law.

     The registrant maintains directors' and officers' liability insurance, the
effect of which is to indemnify the directors and officers of the corporation
and its subsidiaries against certain losses caused by errors, misleading
statements, wrongful acts, omissions, neglect or breach of duty by them of any
matter claimed against them in their capacities as directors or officers.

                                        4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                 Not Applicable.

ITEM 8. EXHIBITS.

     The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)       To include any prospectus required by section 10(a)(3)
                         of the Securities Act of 1933;

               (ii)      To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement;

               (iii)     To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information set forth in the registration statement;

                         Provided, however, that paragraphs (a)(l)(i) and
                         (a)(l)(ii) shall not apply if the information required
                         to be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed by
                         the registrant pursuant to section 13 or section 15(d)
                         of the Securities Exchange Act of 1934 that are
                         incorporated by reference in the registration
                         statement.

        (2)    That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

                                        5
(3)    To remove registration by means of a post-effective amendment any
               of the securities from being registered which remain unsold at
               the termination of the offering.

        (4)    That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's annual
               report pursuant to Section 13(a) or Section 15(d) of the
               Securities Exchange Act of 1934 that is incorporated by reference
               in the registration statement shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

        (5)    Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               provisions described in Item 6 or otherwise, the registrant has
               been advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable.  In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question of whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on August 14, 1995.

                                             CONSOLIDATED PRODUCTS, INC.

                                             By:   /s/ Alan B. Gilman

                                                   --------------------------
                                                    Alan B. Gilman, President

                                POWER OF ATTORNEY

     Each person whose signature appears below irrevocably constitutes E. W.
Kelley, James W. Bear and S. Sue Aramian, and each of them (with full power to
act alone), as his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, registration
statement has been signed by the following persons in the capacities indicated,
on August 14, 1995.

/s/ E. W. Kelley                      Chairman and Director
-----------------------------
E. W. Kelley
-----------------------------

/s/ Alan B. Gilman                    President (Principal Executive Officer)
and Director
-----------------------------
Alan B. Gilman

/s/ James W. Bear                     Senior Vice President, Administration and
------------------------------        Finance and Treasurer
James W. Bear                         (Principal Financial Officer)

/s/ Kevin F. Beauchamp                Vice President and Controller
-----------------------------
Kevin F. Beauchamp

/s/ S. Sue Aramian                    Vice Chairwoman, Secretary and Director
-----------------------------
S. Sue Aramian

/s/ Alva T. Bonda                     Director
-----------------------------
Alva T. Bonda

/s/ Neal Gilliatt                     Director
-----------------------------
Neal Gilliatt

/s/ Charles E. Lanham                 Director
-----------------------------
Charles E. Lanham

/s/ J. Fred Risk                      Director
-----------------------------
J. Fred Risk

/s/ James Williamson, Jr.             Director
-----------------------------
James Williamson, Jr.

                                        7
CONSOLIDATED PRODUCTS, INC.
                                    FORM S-8
                                  EXHIBIT INDEX

Exhibit Number
  Assigned In                                                  Page Number
Regulation S-K                                                In Sequential
   Item 601               Description of Exhibit             Numbering System
---------------           ----------------------             ----------------

(4)  4.01           Specimen Certificate for Common Stock
                    of Consolidated Products, Inc. (formerly
                    Steak n Shake, Inc.) (Incorporated by
                    reference to Exhibit 4.1 to the
                    registrant's Registration Statement
                    No. 2-80542 on Form S-8.)

     4.02           Form of Stock Option Agreement                     9

(5)  5.01           Opinion of Ice Miller Donadio & Ryan.             12

(15)                No Exhibit.

(23) 23.01          Consent of Ice Miller Donadio & Ryan.
                    (Included as a part of Exhibit 5.01.)

     23.02          Consent of Ernst & Young LLP                     14

(24) 24.01          Power of Attorney (See Signature Page.)

(27)                No Exhibit.

(28)                No Exhibit.

(99)                No Exhibit.

                                        8