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 February 11, 2019
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.
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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.
Date: February 11, 2019 |
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BRF S.A. | ||
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By: |
/s/ Elcio Ito | |
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Name: |
Elcio Ito |
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Title: |
Chief Financial and Investor Relations Officer
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BRF S.A.
Publicly Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF
DIRECTORS
HELD ON JANUARY 31, 2019
1. Date, Time and Place: Meeting held on January 31, 2019, at 01:00 p.m., in São Paulo City, São Paulo State, at BRF S.A.’s (“Company”) office located at Avenida das Nações Unidas 8501, 1st floor, Pinheiros, Zip Code 05425-000.
2. Summons and Presence: Summons duly held pursuant to Article 21 of the Company’s Bylaws considering the presence of the totality of members of the Board of Directors: Mr. Pedro Pullen Parente (“Mr. Pedro Parente”), Mr. Augusto Marques da Cruz Filho (“Mr. Augusto Cruz”), Mr. Dan Ioschpe (“Mr. Dan Ioschpe”), Mrs. Flávia Buarque de Almeida (“Mrs. Flávia Almeida”), Mr. Walter Malieni Jr. (“Mr. Walter Malieni”), Mr. Francisco Petros Oliveira Lima Papathanasiadis, hereby represented by Mr. Walter Malieni (“Mr. Francisco Petros”), Mr. José Luiz Osório (“Mr. José Osório”), Mr. Luiz Fernando Furlan (“Mr. Luiz Furlan”), Mr. Roberto Antonio Mendes (“Mr. Roberto Mendes”) and Mr. Roberto Rodrigues (“Mr. Roberto Rodrigues”).
3. Presiding Board: Chairman: Pedro Pullen Parente. Secretary: Cristiana Rebelo Wiener.
4. Agenda: (i) JP Morgan Advance on Exchange Contract; and (ii) Refinancing Santander.
5. Resolutions: The members approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda had been examined, the following matter was discussed and the following resolutions were taken:
5.1. JP Morgan Advance on Exchange Contract. The members of the Board of Directors, under the terms of Article 23, item (xxxiii) of the Bylaws, approved, by unanimous votes of the present members, the contracting, by the Company, of a line of credit with JP Morgan bank, under the modality Advance on Exchange Contract (“Adiantamento de Contrato de Câmbio”), in the total amount of US$25,000,000.00 (twenty five million dollars), with maturity of up to 1 (one) year.
Page 1 of 2
Minutes of the Extraordinary Meeting of the Board of Directors of BRF S.A. held on January 31, 2019.
BRF S.A.
Publicly Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF
DIRECTORS
HELD ON JANUARY 31, 2019
5.2. Refinancing Santander. The members of the Board of Directors, under the terms of Article 23, item (xxxiii) of the Bylaws, approved, by unanimous votes of the present members, the refinancing, by the Company, of two lines of credit contracted with Santander bank under the modalities Rural Product Note (“Cédula de Produto Rural Financeira”) and Rural Credit Note (“Nota de Crédito Rural”), in the new total amount of up to R$700,000,000.00 (seven hundred million Brazilian reais), with final maturity on February, 2020.
6. Documents Filed at the Company: The documents related to the agenda that supported the resolutions taken by the members of the Board of Directors or information presented during the meeting were filed at the Company’s head office.
7. Closure: There being no other matters to be discussed, the Chairman declared the meeting closed, during which time the present minutes were drawn up in summary form by electronic processing and, having been read and found correct by all those present, were signed.
I certify that the above text is a faithful copy of the minutes which are filed in Book No. 6, pages 91 to 93, of the Minutes of the Ordinary and Extraordinary Meetings of the Company´s Board of Directors.
São Paulo, January 31, 2019.
Cristiana Rebelo Wiener Secretary |
Page 2 of 2
Minutes of the Extraordinary Meeting of the Board of Directors of BRF S.A. held on January 31, 2019.