<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 10, 1998
(Date of Report)
THE RICEX COMPANY
(Exact Name of Registrant as Specified in Charter)
Commission File Number 000-24285
DELAWARE 680412200
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1241 Hawk's Flight Court, El Dorado Hills, CA 95762
(Address of Principal Executive Offices)
(916) 933-3000
(Registrant's Telephone Number)
<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On September 10, 1998, The RiceX Company issued and sold 1,000,000 shares of
common stock to Heldomo, A.G., a Swiss corporation for $1,500,000. The
shares were issued without registration under the Securities Act in reliance
upon Regulation S under the Securities Act. The Company paid commissions and
fees totaling $135,000 to an investment advisor in connection with the
transaction. Also in connection with the transaction, Heldomo, A.G. received
warrants to purchase up to 1,000,000 shares of The RiceX Company common
stock. Impact Capital Partners, the Company's investment advisor, and its
nominees also received 75,000 warrants. The Heldomo, A.G. and the Impact
Capital warrants are exercisable at an exercise price of $1.50 per share
during the first year from the date of issuance and at an exercise price of
$1.8125 per share thereafter, subject to adjustment in certain events. The
warrants expire two years from the date of issuance.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE RICEX COMPANY
Date: 9/24/98 /s/ Allen J. Simon
------------------------------
Chief Executive Officer