<PAGE>
 
    As filed with the Securities and Exchange Commission on January __, 1997

                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ____________________

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

                                THE JPM COMPANY
                                ---------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                    23-1702908
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       Route 15 North
   Lewisburg, Pennsylvania                                          17837
----------------------------------------                          ---------
(Address of Principal Executive Offices)                          (Zip Code)

                              ____________________

                                THE JPM COMPANY
                             1993 STOCK OPTION PLAN
                ----------------------------------------------
                              (Full title of plan)
                              ____________________

       John H. Mathias, Chairman of the Board and Chief Executive Officer
                                The JPM Company
                                 Route 15 North
                         Lewisburg, Pennsylvania  17837
                       -------------------------------------
                    (Name and address of agent for service)

                                 (717) 524-8200
                      ----------------------------------
                    (Telephone number, including area code,
                             of agent for service)
                      
                             ____________________

                                    Copy to:
                          Shaun R. Eisenhauer, Esquire
                           Duane, Morris & Heckscher
                                 P.O. Box 1003
                             305 North Front Street
                      Harrisburg, Pennsylvania  17108-1003

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================== 
                                               Proposed              Proposed
 Title of securities     Amount to be      maximum offering     maximum aggregate       Amount of
  to be registered       registered(1)    price per share(2)    offering price(2)    registration fee
-----------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                  <C>                   <C>
Common Stock,          300,000 shares         $18.88                 $5,664,000          $1,954
par value $.000067
=====================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the 1993 Stock Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee based
    on the average of the high and low prices of the Common Stock of the Company
    on The Nasdaq Stock Market's National Market on January 13, 1997.
<PAGE>
 
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of The JPM Company (the "Company")
for the year ended September 30, 1996 as filed by the Company with the
Securities and Exchange Commission (the "Commission") on December 13, 1996.

         (b) The Company's Proxy Statement on Schedule 14A for the Annual
Meeting of the Company to be held on January 28, 1997 as filed by the Company
with the Commission on December 19, 1996.

         (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on February 9, 1996 under the captions
"Description of Capital Stock" and "Dividend Policy."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any 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.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


                                     II-1
<PAGE>
 
Item 6.  Indemnification of Directors and Officers.

         The Company's Amended Articles and Bylaws limit the liability of its
directors to the maximum extent permitted by Pennsylvania law.  Thus, the
directors of the Company are not personally liable for monetary damages for any
action taken, or any failure to take any action, unless the director has
breached or failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.  Such
limitation does not apply to any responsibility or liability pursuant to
criminal statute or liability for the payment of taxes pursuant to local, state
or federal law.

         The Company's Amended Bylaws require the Company to indemnify its
directors and officers against expenses and certain other liabilities arising
out of their conduct on behalf of the Company to the maximum extent and under
all circumstances provided by law. In addition, the Bylaws authorize the Company
to maintain liability insurance for its directors and officers.

         The Company provides liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of the Company up to an aggregate
of $1,000,000 inclusive of defense costs, expenses and charges.

         At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee or agent where indemnification will be required or
permitted under the Company's Amended Articles and Bylaws.


Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.


Item 8.  Exhibits.

(4)      The JPM Company 1993 Stock Option Plan.

(5)      Opinion of Duane, Morris & Heckscher.

(23)(A)  Consent of Duane, Morris & Heckscher (included in their opinion filed
         as Exhibit 5).

(23)(B)  Consent of Price Waterhouse LLP.

(24)     Power of Attorney (see page II-4 of this Registration Statement).


Item 9.  Undertakings.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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 in the Registration Statement;

         (b) that for purposes of determining any liability under the Act, 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 offer thereof; and


                                     II-2
<PAGE>
 
     (c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.

     The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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 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.


                                     II-3
<PAGE>
 
                                  SIGNATURES
                            (1993 Stock Option Plan)

     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 Lewisburg, Pennsylvania on January 16, 1997.
  
                                    THE JPM COMPANY


                                    By: /s/ John H. Mathias
                                       -------------------------------------
                                       John H. Mathias, Chairman of
                                       the Board and Chief Executive Officer


     Know all men by these presents, that each person whose signature appears
below constitutes and appoints John H. Mathias and William D. Baker, and each or
either of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution, for such person, and in such person's name,
place and stead, in any and all capacities to sign any or all amendments or
post-effective 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
 
       Signatures                     Title                          Date
       ----------                     -----                          ----
<S>                          <C>                                <C>
 
/s/ John H. Mathias          Chairman, Chief Executive          January 16, 1997
---------------------------  Officer and
   John H. Mathias           Director (principal executive 
                             officer)
 
/s/ James P. Mathias         President and Director             January 16, 1997
---------------------------
   James P. Mathias
 
/s/ William D. Baker         Chief Financial Officer and        January 16, 1997
---------------------------  Treasurer
   William D. Baker          (principal financial and
                             accounting officer)
 
/s/ Janet B. Mathias         Secretary and Director             January 16, 1997
---------------------------
   Janet B. Mathias
 
/s/ Steven M. Brody          Director                           January 16, 1997
---------------------------
   Steven M. Brody
 
/s/ Bruce M. Eckert          Director                           January 16, 1997
---------------------------
   Bruce M. Eckert
 
/s/ Wayne A. Bromfield       Director                           January 16, 1997
---------------------------
   Wayne A. Bromfield
</TABLE>

                                     II-4
<PAGE>
 
                                 EXHIBIT INDEX

                   (Pursuant to Item 601 of Regulation S-K)


Exhibit No.                   Exhibit                            Page

(4)             The JPM Company 1993 Stock Option Plan.

(5)             Opinion of Duane, Morris & Heckscher.

(23)(A)         Consent of Duane, Morris & Heckscher (included
                in their opinion filed as Exhibit 5).

(23)(B)         Consent of Price Waterhouse LLP.

(24)            Power of Attorney (included on signature 
                page II-4).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15119}]
{"company-data": {"conformed-name": "JPM CO", "cik": "0001007581", "assigned-sic": "3679", "irs-number": "231702908", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19885", "film-number": "97506817"}, "business-address": {"street1": "RT 15 N", "city": "LEWISBURG", "state": "PA", "zip": "17837", "phone": "7175248200"}, "mail-address": {"street1": "ROUTE 15 NORTH", "city": "LEWISBURG", "state": "PA", "zip": "17837"}}
As filed with the Securities and Exchange Commission on January __, 1997

                                                  Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              ____________________

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

                                THE JPM COMPANY
                                ---------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                    23-1702908
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       Route 15 North
   Lewisburg, Pennsylvania                                          17837
----------------------------------------                          ---------
(Address of Principal Executive Offices)                          (Zip Code)

                              ____________________

                                THE JPM COMPANY
                             1993 STOCK OPTION PLAN
                ----------------------------------------------
                              (Full title of plan)
                              ____________________

       John H. Mathias, Chairman of the Board and Chief Executive Officer
                                The JPM Company
                                 Route 15 North
                         Lewisburg, Pennsylvania  17837
                       -------------------------------------
                    (Name and address of agent for service)

                                 (717) 524-8200
                      ----------------------------------
                    (Telephone number, including area code,
                             of agent for service)
                      
                             ____________________

                                    Copy to:
                          Shaun R. Eisenhauer, Esquire
                           Duane, Morris & Heckscher
                                 P.O. Box 1003
                             305 North Front Street
                      Harrisburg, Pennsylvania  17108-1003

                        CALCULATION OF REGISTRATION FEE
===================================================================================================== 
                                               Proposed              Proposed
 Title of securities     Amount to be      maximum offering     maximum aggregate       Amount of
  to be registered       registered(1)    price per share(2)    offering price(2)    registration fee
-----------------------------------------------------------------------------------------------------
Common Stock,          300,000 shares         $18.88                 $5,664,000          $1,954
par value $.000067
=====================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    registration statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the 1993 Stock Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee based
    on the average of the high and low prices of the Common Stock of the Company
    on The Nasdaq Stock Market's National Market on January 13, 1997.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of The JPM Company (the "Company")
for the year ended September 30, 1996 as filed by the Company with the
Securities and Exchange Commission (the "Commission") on December 13, 1996.

         (b) The Company's Proxy Statement on Schedule 14A for the Annual
Meeting of the Company to be held on January 28, 1997 as filed by the Company
with the Commission on December 19, 1996.

         (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on February 9, 1996 under the captions
"Description of Capital Stock" and "Dividend Policy."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by the
Company prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any 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.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                     II-1
Item 6.  Indemnification of Directors and Officers.

         The Company's Amended Articles and Bylaws limit the liability of its
directors to the maximum extent permitted by Pennsylvania law.  Thus, the
directors of the Company are not personally liable for monetary damages for any
action taken, or any failure to take any action, unless the director has
breached or failed to perform the duties of his office and the breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.  Such
limitation does not apply to any responsibility or liability pursuant to
criminal statute or liability for the payment of taxes pursuant to local, state
or federal law.

         The Company's Amended Bylaws require the Company to indemnify its
directors and officers against expenses and certain other liabilities arising
out of their conduct on behalf of the Company to the maximum extent and under
all circumstances provided by law. In addition, the Bylaws authorize the Company
to maintain liability insurance for its directors and officers.

         The Company provides liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of the Company up to an aggregate
of $1,000,000 inclusive of defense costs, expenses and charges.

         At present, there is no pending litigation or proceeding, and the
Company is not aware of any threatened litigation or proceeding, involving any
director, officer, employee or agent where indemnification will be required or
permitted under the Company's Amended Articles and Bylaws.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits.

(4)      The JPM Company 1993 Stock Option Plan.

(5)      Opinion of Duane, Morris & Heckscher.

(23)(A)  Consent of Duane, Morris & Heckscher (included in their opinion filed
         as Exhibit 5).

(23)(B)  Consent of Price Waterhouse LLP.

(24)     Power of Attorney (see page II-4 of this Registration Statement).

Item 9.  Undertakings.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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 in the Registration Statement;

         (b) that for purposes of determining any liability under the Act, 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 offer thereof; and

                                     II-2
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     The undersigned registrant hereby further undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) 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.

     The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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 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.

                                     II-3
SIGNATURES
                            (1993 Stock Option Plan)

     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 Lewisburg, Pennsylvania on January 16, 1997.
  
                                    THE JPM COMPANY

                                    By: /s/ John H. Mathias
                                       -------------------------------------
                                       John H. Mathias, Chairman of
                                       the Board and Chief Executive Officer

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints John H. Mathias and William D. Baker, and each or
either of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution, for such person, and in such person's name,
place and stead, in any and all capacities to sign any or all amendments or
post-effective 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 such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signatures                     Title                          Date
       ----------                     -----                          ----
/s/ John H. Mathias          Chairman, Chief Executive          January 16, 1997
---------------------------  Officer and
   John H. Mathias           Director (principal executive 
                             officer)
 
/s/ James P. Mathias         President and Director             January 16, 1997
---------------------------
   James P. Mathias
 
/s/ William D. Baker         Chief Financial Officer and        January 16, 1997
---------------------------  Treasurer
   William D. Baker          (principal financial and
                             accounting officer)
 
/s/ Janet B. Mathias         Secretary and Director             January 16, 1997
---------------------------
   Janet B. Mathias
 
/s/ Steven M. Brody          Director                           January 16, 1997
---------------------------
   Steven M. Brody
 
/s/ Bruce M. Eckert          Director                           January 16, 1997
---------------------------
   Bruce M. Eckert
 
/s/ Wayne A. Bromfield       Director                           January 16, 1997
---------------------------
   Wayne A. Bromfield
II-4
EXHIBIT INDEX

                   (Pursuant to Item 601 of Regulation S-K)

Exhibit No.                   Exhibit                            Page

(4)             The JPM Company 1993 Stock Option Plan.

(5)             Opinion of Duane, Morris & Heckscher.

(23)(A)         Consent of Duane, Morris & Heckscher (included
                in their opinion filed as Exhibit 5).

(23)(B)         Consent of Price Waterhouse LLP.

(24)            Power of Attorney (included on signature 
                page II-4).