<PAGE>
 
     As filed with the Securities and Exchange Commission on August 9, 1996


                                                      Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          CENTRAL GARDEN & PET COMPANY
               (Exact name of issuer as specified in its charter)

           Delaware                                          68-0275553
  (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                      identification number)

            3697 Mt. Diablo Boulevard, Lafayette, California  94549
             (Address of principal executive offices)   (Zip Code)

                          CENTRAL GARDEN & PET COMPANY
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                William E. Brown
                          Central Garden & Pet Company
            3697 Mt. Diablo Boulevard, Lafayette, California  94549
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (510) 283-4573

                                    Copy to:
                              John F. Seegal, Esq.
                         Orrick, Herrington & Sutcliffe
                               400 Sansome Street
                        San Francisco, California  94111

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================
                                  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*
- ----------------  --------------  ----------  ----------  ------------
<S>               <C>             <C>         <C>         <C>
 
Common Stock,     100,000 shares    $23.4375  $2,343,750       $809.00
and Options to
Purchase Common
Stock
=======================================================================
</TABLE>

*  Estimated solely for the purpose of calculating the registration fee on
   the basis of $23.4375 per share, the average of the high and low prices
   for the Common Stock on August 6, 1996 as reported by NASDAQ.

                                       1
<PAGE>
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Central Garden & Pet Company (the
"Company") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (ii) all reports filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Company's latest annual report; and (iii) the
description of the Company's common stock set forth in the Company's
Registration Statement on Form 8-A relating thereto, including any amendment or
report filed for the purpose of updating such description.  All documents filed
by the Company after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), 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 documents.

ITEM 4.    DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation provides that its directors will not
be liable to the Company or its stockholders for monetary damages for breaches
of fiduciary duty, to the fullest extent permitted by law.  This provision is
intended to allow the Company's directors the benefit of the Delaware General
Corporation law which provides that directors of Delaware corporations may be
relieved of monetary liability for breaches of their fiduciary duty of care
except under certain circumstances, including breach of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct or known
violation of law or any transaction from which the director derived an improper
personal benefit.

The Company has entered into separate indemnification agreements with each of
the directors and executive officers, whereby the Company agrees, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance their expenses

                                       2
<PAGE>
 
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' insurance if available at
reasonable terms.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.    EXHIBITS

4.1   Central Garden & Pet Company Nonemployee Director Stock Option Plan.

4.2   Form of Nonqualified Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Independent Auditors' Consent.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.

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 in the registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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.

                                       3
<PAGE>
 
          (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.

          (3) 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.

      (b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of the
Plan's annual report pursuant to 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.

      (c) 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 foregoing provisions, 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 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.

                                       4
<PAGE>
 
                                   Signatures


THE REGISTRANT

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 Lafayette, State of California on the 2nd of August,
1996.

Central Garden & Pet Company
       (Registrant)


   /s/ William E. Brown
 ----------------------------
       William E. Brown
     Chairman of the Board
  and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dated indicated.


        Signature                   Title                 Date

Principal Executive Officer:


  /s/ William E. Brown
 ----------------------------
      William E. Brown           Chairman of the       August 2, 1996
                                 Board and Chief
                                 Executive Officer


Principal Financial Officer and
Accounting Officer:


   /s/ Robert B. Jones
  ----------------------------
       Robert B. Jones           Vice President and    August 2, 1996
                                 Chief Financial
                                 Officer

                                       5
<PAGE>
 
Directors:


  /s/ William E. Brown
 ----------------------------        Director             August 2, 1996
      William E. Brown                                                  
                                                                        
                                                                        
  /s/ Lee D. Hines, Jr.                                                 
 ----------------------------        Director             August 2, 1996
      Lee D. Hines, Jr.                                                 
                                                                        
                                                                        
  
 ----------------------------        Director             August  , 1996
      Daniel Hogan                                                      
                                                                        
                                                                        
  /s/ Glenn W. Novotny                                                  
 -----------------------------       Director             August 2, 1996 
      Glenn W. Novotny           


A majority of the members of the Board of Directors.

                                       6
<PAGE>
 
                                 EXHIBIT INDEX

4.1   Central Garden & Pet Company Nonemployee Director Stock Option Plan.

4.2   Form of Nonqualified Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Independent Auditors' Consent.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12671}]
{"company-data": {"conformed-name": "CENTRAL GARDEN & PET COMPANY", "cik": "0000887733", "assigned-sic": "5190", "irs-number": "680275553", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09865", "film-number": "96607079"}, "business-address": {"street1": "3697 MT DIABLO BLVD SUITE 300", "city": "LAFAYETTE", "state": "CA", "zip": "94549", "phone": "5102834573"}, "mail-address": {"street2": "3697 MT DIABLO BLVD SUITE 310", "city": "LAFAYETTE", "state": "CA", "zip": "94549"}}
As filed with the Securities and Exchange Commission on August 9, 1996

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          CENTRAL GARDEN & PET COMPANY
               (Exact name of issuer as specified in its charter)

           Delaware                                          68-0275553
  (State or other jurisdiction                            (I.R.S. employer
of incorporation or organization)                      identification number)

            3697 Mt. Diablo Boulevard, Lafayette, California  94549
             (Address of principal executive offices)   (Zip Code)

                          CENTRAL GARDEN & PET COMPANY
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                                William E. Brown
                          Central Garden & Pet Company
            3697 Mt. Diablo Boulevard, Lafayette, California  94549
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (510) 283-4573

                                    Copy to:
                              John F. Seegal, Esq.
                         Orrick, Herrington & Sutcliffe
                               400 Sansome Street
                        San Francisco, California  94111

                        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,     100,000 shares    $23.4375  $2,343,750       $809.00
and Options to
Purchase Common
Stock
=======================================================================
*  Estimated solely for the purpose of calculating the registration fee on
   the basis of $23.4375 per share, the average of the high and low prices
   for the Common Stock on August 6, 1996 as reported by NASDAQ.

                                       1
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Central Garden & Pet Company (the
"Company") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (ii) all reports filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Company's latest annual report; and (iii) the
description of the Company's common stock set forth in the Company's
Registration Statement on Form 8-A relating thereto, including any amendment or
report filed for the purpose of updating such description.  All documents filed
by the Company after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), 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 documents.

ITEM 4.    DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation provides that its directors will not
be liable to the Company or its stockholders for monetary damages for breaches
of fiduciary duty, to the fullest extent permitted by law.  This provision is
intended to allow the Company's directors the benefit of the Delaware General
Corporation law which provides that directors of Delaware corporations may be
relieved of monetary liability for breaches of their fiduciary duty of care
except under certain circumstances, including breach of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct or known
violation of law or any transaction from which the director derived an improper
personal benefit.

The Company has entered into separate indemnification agreements with each of
the directors and executive officers, whereby the Company agrees, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers, to advance their expenses

                                       2
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' and officers' insurance if available at
reasonable terms.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.    EXHIBITS

4.1   Central Garden & Pet Company Nonemployee Director Stock Option Plan.

4.2   Form of Nonqualified Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Independent Auditors' Consent.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.

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 in the registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and 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.

                                       3
(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.

          (3) 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.

      (b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of the
Plan's annual report pursuant to 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.

      (c) 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 foregoing provisions, 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 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.

                                       4
Signatures

THE REGISTRANT

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 Lafayette, State of California on the 2nd of August,
1996.

Central Garden & Pet Company
       (Registrant)

   /s/ William E. Brown
 ----------------------------
       William E. Brown
     Chairman of the Board
  and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dated indicated.

        Signature                   Title                 Date

Principal Executive Officer:

  /s/ William E. Brown
 ----------------------------
      William E. Brown           Chairman of the       August 2, 1996
                                 Board and Chief
                                 Executive Officer

Principal Financial Officer and
Accounting Officer:

   /s/ Robert B. Jones
  ----------------------------
       Robert B. Jones           Vice President and    August 2, 1996
                                 Chief Financial
                                 Officer

                                       5
Directors:

  /s/ William E. Brown
 ----------------------------        Director             August 2, 1996
      William E. Brown                                                  
                                                                        
                                                                        
  /s/ Lee D. Hines, Jr.                                                 
 ----------------------------        Director             August 2, 1996
      Lee D. Hines, Jr.                                                 
                                                                        
                                                                        
  
 ----------------------------        Director             August  , 1996
      Daniel Hogan                                                      
                                                                        
                                                                        
  /s/ Glenn W. Novotny                                                  
 -----------------------------       Director             August 2, 1996 
      Glenn W. Novotny           

A majority of the members of the Board of Directors.

                                       6
EXHIBIT INDEX

4.1   Central Garden & Pet Company Nonemployee Director Stock Option Plan.

4.2   Form of Nonqualified Stock Option Agreement.

5.1   Opinion of Orrick, Herrington & Sutcliffe.

23.1  Independent Auditors' Consent.

23.2  Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.