-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvU8OY0ZKJUXY10p5bzBPwBg0nrLyHiLRdChI+QKFJPa6iRus0SRbgBJIiiQAshK gSr1y7b1mBM7qel3FLicog== 0000947871-04-001242.txt : 20040428 0000947871-04-001242.hdr.sgml : 20040428 20040428110718 ACCESSION NUMBER: 0000947871-04-001242 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040428 FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMBRAER BRAZILIAN AVIATION CO CENTRAL INDEX KEY: 0001117603 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15102 FILM NUMBER: 04759041 BUSINESS ADDRESS: STREET 1: AVENIDA BRIGADERO FARIA LIMA 2170 STREET 2: 12227-901 SAO JOSE DOS CAMPOS SAO PAULO CITY: FEDERATIVE REPUBLIC STATE: D5 ZIP: 00000 BUSINESS PHONE: 0115512345 MAIL ADDRESS: STREET 1: BRIGADERIO FARIA LIMA 2170 PUTIM PC 294 CITY: SAO JOSE DOS CAMPOS STATE: D5 ZIP: 999999999 6-K 1 f6k_042704.txt REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of April, 2004 Commission File Number: 1-15102 Embraer - Brazilian Aviation Company (Translation of registrant's name into English) EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Av. Brigadeiro Faria Lima, 2170 12227-901 Sao Jose dos Campos, Sao Paulo, Brazil (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F _X_ Form 40-F ___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___ Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-___ This report on Form 6-K shall be incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-14018) as amended, filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933 or the Securities Exchange Act of 1934. 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, thereunto duly authorized. EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Dated: April 28, 2004 By: /s/ CARLOS ROCHA VILLELA ------------------------------- Name: Carlos Rocha Villela Title: General Counsel EXHIBIT INDEX 1. One copy of the Resolutions approved during the Company's General and Special Shareholders' Meetings held on April 26, 2004. 2. One copy of the Resolutions approved during the Company's Board of Directors Meeting held on April 26, 2004. EX-1 2 ex-1_042704.txt RESOLUTIONS (GEN. & SPECIAL SHAREHOLDERS MEETING) EXHIBIT 1 [GRAPHIC OMITTED] EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A RESOLUTIONS We hereby announce that the following matters were approved at the Shareholders' Meetings held on this date: GENERAL SHAREHOLDERS' MEETING: 1) Embraer's Management's Report, Financial Statements and the Independent Auditors' Report relative to the fiscal year ended December 31, 2003. 2) Proposal to allocate the net income for the financial year ended December 31, 2003 in the amount of R$ 646,943,118.05 in the manner in which the proposal was presented: a) Constitution of a statutory reserve in the amount of R$ 32,347,155.90, corresponding to 5% of the net income, under the terms of Article 193 of Law 6404/76. b) Ratification of the amount of R$ 195,200,092.11 as interest on shareholders' equity, R$ 76,699,598.65 having been distributed in the 1st semester of 2003 and R$ 118,500,493.46 in the 2nd semester of 2003, included in the computation of the compulsory dividends. c) Transfer of the balance of R$ 419,395,870.04 to the Reserve for Investments and Working Capital, in accordance with the Company's Bylaws. 3) Election of the Audit Board (Conselho Fiscal), with a mandate extending to the next General Meeting in 2005. The preferred shareholders, based on item "a" of the fourth paragraph of article 161 of Corporate Law 6.404/76 and its amendments, elected, through a separate voting, Jorge Khalil Miski, Brazilian, single, economist, as an effective member and Anderson de Sa Almeida, Brazilian, married, public server, as his deputy. The other members of the Audit Board that were unanimously elected, with the abstention of the Brazilian Government, are as follows: Celene Carvalho de Jesus, Brazilian, single, banking specialist, as an effective member and Nilo Ribeiro Calvalcanti Filho, Brazilian, married, banking specialist, as his deputy; Geraldo Humberto de Araujo, Brazilian, married, accountant, as an effective member and Tarcisio Luis Silva Fontenele, Brazilian, married, lawyer, as his deputy; Jose Mauro Laxe Vilela, Brazilian, Married, economist, as an effective member and Alberto Carlos Monteiro dos Anjos, Brazilian, married, accountant, as his deputy; and Taiki Hirashima, Brazilian, married, accountant, as an effective member and Emerson Luis Juncom, Brazilian, married, accountant, as his deputy. 4) Election of the Board of Directors (Conselho de Administracao), with a mandate for three years, 2004 through 2007, as follows: Neimar Dieguez Barreiro, Brazilian, married, soldier, as an effective member, representing the Brazilian Government and Aprigio Eduardo de Moura Azevedo, Brazilian, married, soldier, as his deputy; Paulo Cesar de Souza Lucas, Brazilian, married, engineer, as an effective member, representing the shareholder employees and Redirval Begotti, Brazilian, married, economist, as his deputy, and Claudemir Marques de Almeida, Brazilian, married, industrial worker, as an effective member, representing the non-shareholder employees and Joao Batista Barbosa, Brazilian, divorced, industrial worker, as his deputy. The following directors were also elected: Carlyle Wilson, Brazilian, married, lawyer, as an effective member and Oswaldo Antonio Arriaga Schmidt, Brazilian, married, engineer, as his deputy; Vitor Sarquis Hallack, Brazilian, married, lawyer, as an effective member, and Leonardo Antonio de Santis Candeias, Brazilian, widower, engineer, as his deputy; Henrique Pizzolato, Brazilian, single, architect, as an effective member, and Maysa Oliveira da Volta, Brazilian, married, statistician, as his deputy; Luiz Carlos Siqueira Aguiar, Brazilian, married, banking specialist, as an effective member, and Sergio Alvares da Fonseca Pinho, Brazilian, married, banking specialist, as his deputy; Carlos Alberto Cardoso Moreira, Brazilian, divorced, business administrator, as an effective member, and Ivan Mendes do Carmo, Brazilian, married, economist, as his deputy; Wilson Carlos Duarte Delfino, Brazilian, married, engineer, as an effective member, Decio Magno Andrade Stochiero, Brazilian, married, business administrator, as his deputy; Rubens A. Barbosa, Brazilian, married, diplomat and ex-ambassador, as an effective member, and Fernando Jose Marroni de Abreu, Brazilian, divorced, diplomat, as his deputy; Isaac Marcel de Picciotto, French, married, engineer, as an effective member, and Bruno Cotte, French, married, engineer, as his deputy; Christian Paul Maurice Gras, French, married, business administrator, as an effective member, and Francois Haas, French, married, business administrator, as his deputy. 5) Approve the minimum statutory remuneration for the Audit Board, not including profit-sharing, and the additional remuneration payable to the member designated by the Board of Directors as the Audit Board's "financial expert", as defined by the rules of the United States Securities and Exchange Commission, and establish the overall annual amount of R$ 37,000,000.00 (thirty-seven million reais) for remuneration of the officers, to be allocated individually by the Supervisory Board in accordance with the sole paragraph of Article 14 of the Company's Bylaws. SPECIAL SHAREHOLDERS' MEETING: 1) Approval of the transfer to Statutory Capital of R$ 814,853,295.00 from Reserve for Investments and Working Capital, created in 2002, with no issuance of shares, and for the benefit of all shareholders. 2) Approval of the new wording of the "caput" of article 5 of the Company's By-Laws, as a result of the capitalization of the "Reserve for Investments and Working Capital" and ratification of the new Statutory Capital, approved by the Board of Directors, as follows: "Art. 5 - EMBRAER's subscribed and paid in share capital is three billion, one hundred and thirty-six million, nine hundred and sixty-eight thousand, one hundred and twenty-nine Reais and forty-two cents (R$3,136,968,129.42) divided into seven hundred and sixteen million, four hundred and twenty- four thousand, and eight hundred forty-six (716,424,846) shares without par value, of which two hundred and forty-two million, five hundred and forty-four thousand, four hundred and forty-eight (242,544,448) are common shares, including one (1) share of a special class, and four hundred and seventy-three million, eight hundred and eighty thousand, three hundred and ninety-eight (473,880,398) are preferred shares". Sao Jose dos Campos, April 26, 2004 ANTONIO LUIZ PIZARRO MANSO Executive Vice President Corporate & CFO EX-2 3 ex-2_042704.txt RESOLUTIONS (BOARD OF DIRECTORS MEETING) EXHIBIT 2 [EMBRAER LOGO] EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A RESOLUTIONS We hereby announce that the Board of Directors of Embraer - Empresa Brasileira de Aeronautica S/A, in a meeting held on this date, approved the following matters: 1) Elected as Chairman and Deputy Chairman of the Board of Directors, Luiz Carlos Siqueira Aguiar and Vitor Sarquis Hallack, respectively. 2) Re-elected the Management, pursuant to clause III of article 20 of the Company's Bylaws, for the period starting May 1, 2004 through April 30, 2007. The Board of Directors re-elected: as President & CEO, Mauricio Novis Botelho, Brazilian, married, engineer; as Executive Vice-President Corporate & CFO Antonio Luiz Pizarro Manso, Brazilian, married, engineer; as Executive Vice-Presidents Satoshi Yokota, Brazilian, married, engineer; Frederico Pinheiro Fleury Curado, Brazilian, married, engineer; Horacio Aragones Forjaz, Brazilian, divorced, engineer; Romualdo Monteiro de Barros, Brazilian, married, engineer; and as Vice-President Carlos Rocha Villela, Brazilian, married, lawyer. 3) Pursuant to the terms of the clause IV of article 20 of the Company's Bylaws, the Board of Directors proceeded to assign functions to the President and Vice-Presidents as follows: to the President & CEO, Mauricio Novis Botelho, the statutory attributions; to Antonio Luiz Pizarro Manso, the attributions of Executive Vice-President Corporate & CFO; to Satoshi Yokota, the attributions of Executive Vice-President Industrial Development; to Frederico Pinheiro Fleury Curado, the attributions of Executive Vice-President Civil Aircraft; to Horacio Aragones Forjaz, the attributions of Executive Vice-President Corporate Communication; to Romualdo Monteiro de Barros, the attributions of Executive Vice-President Defense Market; and to Carlos Rocha Villela, the attributions of Vice-President and General Counsel. Sao Jose dos Campos, April 26, 2004. Antonio Luiz Pizarro Manso Executive Vice President Corporate & CFO. -----END PRIVACY-ENHANCED MESSAGE-----