================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMPANHIA VALE DO RIO -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Brazil None ------------------------------------ ------------------------------------ (Jurisdiction of incorporation or (IRS Employer Identification No.) organization) Avenida Graca Aranha, No. 26 20005-900 Rio de Janeiro, RJ, Brazil None ------------------------------------ ------------------------------------ (Address of principal executive (Zip Code) offices) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: None Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------------------------ ------------------------------------ American Depositary Shares ("ADSs"), New York Stock Exchange each representing one Common Share Common Shares, no par value per share New York Stock Exchange ("Common Shares")(1) Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- ================================================================================ ---------- (1) Application is made for listing in connection with the listing of the ADSs, not trading, pursuant to the requirements of the New York Stock Exchange. ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED. The description under the headings "Description of Capital Stock" and "Description of American Depositary Shares" relating to the Registrant's common shares, without par value (the "Common Shares") and American Depositary Shares representing one Common Share (the "ADSs"), in the Prospectus included in the Form F-3 (No. 333-82136) (the "F-3") filed with the Securities and Exchange Commission on February 5, 2002, as amended, and the form of American Depositary Receipt evidencing American Depositary Shares filed as an exhibit to the Form F-6 (No. 333-83702) filed under the Securities Act of 1933, as amended with the Securities and Exchange Commission, are incorporated herein by reference. ITEM 2. EXHIBITS 1.1 Deposit Agreement incorporated by reference to Exhibit 1 of Form F-6 (File No. 333-83702). 1.2 Instrument corresponding to Articles of Incorporation and By-laws of the Registrant as revised on April 25, 2001, incorporated by reference to Exhibit 1(a) and 1(b) of the Form 20-F of the Registrant filed on June 26, 2001 (File No. 000-26030 ). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. COMPANHIA VALE DO RIO DOCE By: /s/Roger Agnelli ------------------------------- Name: Roger Agnelli Title: Chief Executive Officer By: /s/ Gabriel Stoliar ------------------------------- Name: Gabriel Stoliar Title: Executive Officer-- Corporate Center and Investors Relations