FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated March 02, 2016
Commission File Number 1-15148
BRF S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of Registrant’s Name)
1400 R. Hungria, 5th Floor
Jd América-01455000-São Paulo – SP, Brazil
(Address of principal executive offices) (Zip code)
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 o
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 o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
* * *
This material includes certain forward-looking statements that are based principally on current expectations and on projections of future events and financial trends that currently affect or might affect the Company’s business, and are not guarantees of future performance. These forward-looking statements are based on management’s expectations, which involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control and any of which could cause actual financial condition and results of operations to differ materially fom those set out in the Company’s forward-looking statements. You are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements. The risks and uncertainties relating to the forward-looking statements in this Report on Form 6-K, including Exhibit 1 hereto, include those described under the captions “Forward-Looking Statements” and “Item 3. Key Information — D. Risk Factors” in the Company’s annual report on Form 20-F for the year ended December 31, 2012.
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.
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Date: March 02, 2016 |
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BRF S.A. | ||
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/s/ José Alexandre Carneiro Borges | |
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Name: |
José Alexandre Carneiro Borges |
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CFO AND IRO
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EXHIBIT INDEX
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Exhibit |
Description of Exhibit
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1 |
Minutes of the 6th Extraordinary Board Of Directors' Meeting Held on March 1, 2016 |
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BRF S.A.
Publicly-Traded Company with Authorized Capital
Brazilian Registry of Legal Entities (CNPJ) 01.838.723/0001-27
Company Register Identification Number (NIRE) 42.300.034.240
Securities and Exchange Commission (CVM) 1629-2
Minutes of the 6th Extraordinary Board Of Directors' Meeting
Held on March 1, 2016
1. Date, Time and Place: Held on March 1, 2016, at 9:00am, at the office of BRF S.A. (“Company”) located at Rua Hungria, No. 1.400, 5th floor, in the City of São Paulo, State of São Paulo.
2. Board: Chairman: Abilio dos Santos Diniz. Secretary: Larissa Brack.
3. Call of Meeting and Attendance: The call of meeting was duly made pursuant to the Company's Bylaws, with the majority of the members of the Board of Directors on duty attending: Messrs Abilio dos Santos Diniz, José Carlos Reis de Magalhães Neto, Luiz Fernando Furlan, Manoel Cordeiro Silva Filho, Renato Proença Lopes, Vicente Falconi Campos, Walter Fontana Filho and Henri Philippe Reichstul.
4. Agenda: (i) appointment of new members of the Board of Directors, as provided for in articles 16, clause 5, of Company’s Bylaws, and article 150 of Law n. 6.404, December 15, 1976, as amended (“Corporations Act”), in virtue of the resignation of Mrs. Paulo Guilherme Farah Correa and Arthur Prado Silva to their positions of regular and substitute members, respectively, of the Board of Directors, presented on February 29, 2016; (ii) re-ratify the drafts of the Convening Notice and the Management Proposal to the Extraordinary and Annual General Meeting of the Company of 2016.
5. Resolutions: After the analysis and discussion of the agenda, the members of the Board of Directors, by unanimous vote and without any restrictions, approved:
(i) in substitution of Mrs. Paulo Guilherme Farah Correa and Arthur Prado Silva, to appoint: (a) as regular member of the Board of Directors of the Company, Mr. Aldemir Bendine, Brazilian, married, manager, bearer of the identity card RG n. 10.126.451 (SSP/SP) and registered with the CPF/MF n. 043.980.408-62, resident and domiciled, as provided for in article 149, clause 2, of Corporations Act, in the City of São Paulo, State of São Paulo, at Rua Hungria, n. 1.400, 5th floor, bairro Jardim Europa, ZIP Code 01455-000; and (b) as its respective substitute, Mr. Henrique Jäger, Brazilian, divorced, economist, bearer of the identity card n. 17.295 (CRE) registered with the CPF/MF n. 831.180.477-04, resident and domiciled, as provided for in article 149, clause 2, of Corporations Act, in the City of São Paulo, State of São Paulo, at Rua Hungria, n. 1.400, 5th floor, bairro Jardim Europa, ZIP Code 01455-000.
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BRF S.A.
Publicly-Traded Company with Authorized Capital
Brazilian Registry of Legal Entities (CNPJ) 01.838.723/0001-27
Company Register Identification Number (NIRE) 42.300.034.240
Securities and Exchange Commission (CVM) 1629-2
Minutes of the 6th Extraordinary Board Of Directors' Meeting
Held on March 1, 2016
The term of office of the appointed members will be joined to those of the other members of the Board of Directors of the Company, which will end at the Annual General Meeting of shareholders that will resolve on the management accounts for the fiscal year to end on December 31, 2016, which is subject to ratification at the first General Meeting of the Company to be held after the date hereof.
The appointed members shall be vested in office upon execution of: (i) the respective instruments of investiture, which will be properly registered in the corporate books of the Company, as provided in the article 149 of Corporations Act; (ii) the statement mentioned in the Instruction No. 367, May 29, 2002, of the Securities Exchange Comission; and (iii) the term of consent to the New Market Regulation of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros. The appointed members confirmed theirs statements, under the penalties of the law, that they are not prevented from exercising the activities they have been designated to, due to criminal conviction, to penalty that prevents their accesses to public offices, or by bankruptcy crimes, prevarication, fixer or bribery, graft, embezzlement, or against the popular economy, against the national financial system, against antitrust regulations, against the consumer relations, public faith, or property.
(ii) In virtue of the resolutions above, re-ratify the drafts of the Convening Notice and the Management Proposal to the Extraordinary and Annual General Meeting of the Company that will be held on April 7, 2016 (“EGM/AGM”), which shall be published on this date, together with the other documents necessary to instruct the convening to the shareholders for the EGM/AGM.
6. Documents Filed at the Company: The documents related to the subjects in the agenda supporting the resolutions made by the Board of Directors' members and/or information provided during the meeting are filed at the Company's headquarters.
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BRF S.A.
Publicly-Traded Company with Authorized Capital
Brazilian Registry of Legal Entities (CNPJ) 01.838.723/0001-27
Company Register Identification Number (NIRE) 42.300.034.240
Securities and Exchange Commission (CVM) 1629-2
Minutes of the 6th Extraordinary Board Of Directors' Meeting
Held on March 1, 2016
7. Approval and Execution of the Minutes: Having nothing further to discuss, the Chairman closed the meeting by recording these minutes as a summary, which were read, found to be compliant and signed by all members. Signatures: Board: Mr. Abilio dos Santos Diniz – Chairman; Ms. Larissa Brack Trisotto – Secretary. Directors: Messrs Abilio dos Santos Diniz, José Carlos Reis de Magalhães Neto, Luiz Fernando Furlan, Manoel Cordeiro Silva Filho, Renato Proença Lopes, Vicente Falconi Campos, Walter Fontana Filho and Henri Philippe Reichstul.
I hereby certify that this is a true copy of the minutes recorded in Book No. 5 pages 25 to 27, of minutes of Ordinary and Special Board of Directors' Meetings of the Company.
____________________________________
Larissa Brack
Secretary
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