6-K 1 net20130416_6k.htm MINUTES OF THE BOARD OF DIRECTORS MEETING net20130416_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of April, 2013
Commission File Number 0-28860
 

 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Exact name of registrant as specified in its charter)
 
Net Communications Services Inc.
(Translation of Registrant's name into English)
 
Rua Verbo Divino, 1356
04719-002 - São Paulo-SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

 If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b):82-___
 


 
 

 

NET SERVIÇOS DE COMUNICAÇÃO S.A.

Corporate Taxpayer’s ID (CNPJ/MF): 00.108.786/0001-65

Company Registry (NIRE): 35.300.177.240

PUBLICLY HELD COMPANY

 

 

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

 

DATE, TIME AND VENUE: March 15, 2013, at 10:30 a.m., at the Company’s headquarters, at Rua Verbo Divino, 1356, 1º andar, in the city and state of São Paulo.

 

ATTENDANCE: The Board Members representing necessary quorum, as per signatures herein below, and the Company's Officers (José Félix - Chief Executive  and Investor Relations Officer, and Roberto Catalão Cardoso - Chief Financial Officer and Secretary of the Meeting) were present.

 

PRESIDING BOARD: José Antônio Guaraldi Félix – Chairman, and Roberto Catalão Cardoso – Secretary.

 

DOCUMENTS: Presentation on funding – “Loan from América Móvil”. The meeting’s documents, signed by the Secretary, are an integral part of these Minutes and will be filed at the Company’s headquarters.  

 

AGENDA: 1. Taking out of a loan by the Company and its subsidiaries from América Móvil and/or its subsidiaries; 2.  Formalization of the engagement of Ernst & Young Terco Auditores Independentes; and 3.  Other matters relevant to the Company.

 

RESOLUTIONS:  

 

1.    The Board members acknowledged the presentation prepared by Management on the Company’s debt and cash position. Subsequently, the Board members discussed and authorized the taking out of a loan by the Company and/or its subsidiaries - Net Rio Ltda. and Net São Paulo Ltda. from América Móvil and/or its subsidiaries, in the total amount of five hundred and forty million reais (R$540,000,000.00), with a final term of up to three (3) years and interest pegged to the CDI interbank rate + 1.08% p.a. The Company’s Management is authorized to take all the necessary measures and sign all the necessary documents, subject to the conclusion of the controlling shareholder’s statutory procedures on the topic.

 

2.    The members of the Board of Directors, based on the Fiscal Council’s assessment and recommendation, ratified the engagement of the external audit firm Ernst & Young Terco Auditores Independentes to perform a complete audit of the Company's Financial Statements in the last five years.

 

 


 
 

 

 

MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF  

NET SERVIÇOS DE COMUNICAÇÃO S.A. HELD ON MARCH 15, 2013

 

3.    The Board members also formalized the request to the Company’s Management to hire an independent financial advisory firm to issue a fairness opinion regarding the price offered in the scope of the unified tender offer to be held by the Company's controlling shareholders.

 

CLOSURE: There being no further business to address, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all attending Board Members and also by the Secretary.

 

SIGNATURES:  

 

 

Chairman: José Antônio Guaraldi Félix

 

Secretary: Roberto Catalão Cardoso

 

José Formoso Martínez

 

Isaac Berensztejn

 

Carlos Henrique Moreira

 

Antonio Oscar de Carvalho Petersen Filho

 

Carlos Hernan Zenteno de Los Santos

 

Mauro Szwarcwald

 

Fernando Carlos Ceylão Filho

 

 

 

SIGNATURE
 

 

 
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, thereunto duly authorized.
Date: April 16, 2013
 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
By:
/S/  José Antonio Guaraldi Félix

 
José Antonio Guaraldi Félix
CEO
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.