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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RICA FOODS, INC., (formerly known as Costa Rica International, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 87-0432572
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(State of Incorporation or Organization) I.R.S. Employer Identification No.
95 Merrick Way, Suite 507, Coral Gables, Florida 14851
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is to
become effective pursuant to General Instructions A.(c), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent,
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /X/
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Stock, $.001 par value American Stock Exchange(1)
(1) Common Stock listed on the NASDAQ SmallCap Market prior to May 14, 1999.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Explanatory Note: This Registration Statement on Form 8-A is being filed by the
Registrant in connection with the listing of the Registrant's Common Stock,
$.001 par value, on the American Stock Exchange and the simultaneous delisting
of such Common Stock from the NASDAQ SmallCap Market. A copy of this
Registration Statement on Form 8-A is being filed with the American Stock
Exchange concurrently with its filing with the Securities and Exchange
Commission.
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Rica Foods, Inc. (the "Company" or the
"Registrant") consists of 20,000,000 shares of common stock, $.001 par value per
share (the "Common Stock") and 1,000,000 shares of preferred stock, par value
$1.00 per share (the "Preferred Stock"). Only the Common Stock is registered. As
of May 7, 1999, there were 7,419,138 shares of Common Stock issued and
outstanding. Additionally, there were, as of such date, 200,000 shares reserved
for issuance under the Company's stock-based compensation plans. An additional
5,354,416 shares are reserved for issuance upon the completion of specific
acquisitions and another 66,667 shares are reserved for issuance upon the
exercise of certain outstanding warrants. The remaining authorized but unissued
shares of Common Stock are available for issuance in connection with general
corporate purposes, including, but not limited to, possible issuance of stock
dividends or stock splits, future mergers or acquisitions, or future private
placements or public offerings. Except as may be required to approve a merger or
other transaction in which the additional authorized Common Stock would be
issued or as otherwise required by law or regulation, no stockholder approval
will be required for the issuance of those shares. No shares of Preferred Sock
are issued or outstanding.
Holders of Common Stock have no preemptive rights and there are no
conversion rights or redemption or sinking fund provisions applicable to shares
of Common Stock. Holders of the Common Stock will be entitled to dividends when,
as and if declared by the Board of Directors of the Company out of funds legally
available for the payment of dividends.
In the event of any liquidation, dissolution, or winding up of the Company,
the holders of Common Stock will be entitled to receive, after payment of all
debts and liabilities of the Company (including all deposits and accrued
interest thereon) and after the rights of holders of Preferred Stock, if any,
all assets of the Company available for distribution in cash or in kind.
Each share of Common Stock is entitled to one vote on each matter submitted
to shareholders for approval at the Annual Meeting. Stockholders do not have the
right to cumulate their votes with respect to any matter submitted to
shareholders for a vote. The holders of record of one-third of the outstanding
shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum. The holders of a majority of the outstanding voting stock
can elect all of the directors.
American Stock Transfer & Trust Company is the transfer agent and registrar
for the Company.
ITEM 2. EXHIBITS.
Pursuant to the Instructions as to Exhibits contained in Form 8-A, the
following exhibits will be filed with the American Stock Exchange, but will not
be filed with, or incorporated by reference in, copies of this Registration
Statement on Form 8-A filed with the Securities and Exchange Commission, as they
have previously been filed with the Commission. The exhibit numbers correspond
to the paragraph numbers contained in the Instructions as to Exhibits contained
in Form 8-A.
1. Form 10-K for the fiscal year ended September 30, 1998;
2. Form 10-Q for the quarter ended March 31, 1999;
3. Consent Solicitation Statement dated December 4, 1998 requesting
Stockholder approval of certain acquisitions;
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4. a.) Articles of Incorporation of the Company, as amended;
b.) Bylaws of the Company;
5. Form of Specimen Common Stock Certificate of the Company; and
6. Annual Report submitted to Stockholders in connection with 1997 fiscal
year.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RICA FOODS, INC.
Date: May 12, 1999 By: /s/ Calixto Chaves
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Calixto Chaves,
Chief Executive Officer, President
and Chairman
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