6-K

 

UNITED STATES

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 March 2020

Commission File Number:  1-15256

_____________________

OI S.A. – In Judicial Reorganization

(Exact Name as Specified in its Charter)

N/A

(Translation of registrant’s name into English)

Rua Humberto de Campos, No. 425, 8th floor – Leblon

22430-190 Rio de Janeiro, RJ
Federative Republic of 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:ýForm 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)):

Yes:oNo:   ý

(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)):

Yes:oNo:   ý

(Indicate by check mark whether the registrant 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:oNo:   ý

If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 

EXHIBIT INDEX

Exhibit Number	Description of Document
1	Notice to Shareholders dated March 31, 2020 (English translation)
2	Letter of Nomination of Candidates for the Fiscal Council dated March 18, 2020 (English translation)
3	Declaration dated March 16, 2020 and Excerpt of Reference Form (Marco Antônio de Almeida Lima) (English translation)
4	Declaration dated March 16, 2020 and Excerpt of Reference Form (Raphael Manhães Martins) (English translation)

 

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: March 31, 2020

OI S.A. – In Judicial Reorganization

By:  /s/ Camille Loyo Faria            

Name: Camille Loyo Faria

Title: Chief Financial and Investor Relations Officer

EX-1

 

Exhibit 1

Oi S.A. – In Judicial Reorganization

Federal Taxpayers’ Registry (CNPJ/ME) No. 76.535.764/0001-43

Board of Trade (NIRE) No. 33.3.0029520-8

Publicly-Held Company

NOTICE TO SHAREHOLDERS

Oi S.A. – In Judicial Reorganization (“Oi” or “Company”) hereby informs its shareholders and the market in general that it received from its shareholder, Victor Adler, the nominations of Messrs. Raphael Manhães Martins and Marco Antônio de Almeida Lima to serve as member and alternate member, respectively, of Oi’s fiscal council, subject to a vote by holders of Oi’s preferred shares. The curriculum vitae of and other information regarding the abovementioned nominees are attached to this Notice to Shareholders.

The candidates will be included in the Remote Voting Bulletin and Proxy Card, which will be available for voting at Oi’s Ordinary and Extraordinary General Shareholders’ Meeting, to be held on April 30, 2020, at 11:00 am.

Rio de Janeiro, March 31, 2020.

Oi S.A. – In Judicial Reorganization

Camille Loyo Faria

Chief Financial Officer and Investor Relations Officer

EX-2

Exhibit 2

Rio de Janeiro, March 18, 2020

Ms. Camille Loyo Faria

Finance and Investor Relations Officer

OI S.A – In Judicial Reorganization

Ref..: Nomination of candidates for the Fiscal Council

Dear Officer,

The shareholder listed in the Annex (Annex 1), as shareholder of  OI S.A – IN JUDICIAL REORGANIZATION ("Company"), hereby and through its attorney-in-fact subscribed below, pursuant to CVM (Brazilian Securities Commission) Instruction 481/09, appoints the following candidates to the Company's Fiscal Council as representatives of the minority shareholders:

For the Fiscal Council, under the terms of art. 161, paragraph 4, item "a" of Law 6,404/76 ("Brazilian Corporate Law"), where the shareholders who own preferred shares: RAPHAEL MANHÃES MARTINS,  Brazilian, single, lawyer, holder of professional identity card No. 147.187, issued by the Brazilian Bar Association OAB / RJ, with taxpayer number (CPF / MF) 096.952.607-56, with corporate address at Rua Araújo Porto Alegre, No. 32, room 1102, Centro, Rio de Janeiro / RJ, to apply for the vacancy of Member of the Fiscal Council and Marco Antônio de Almeida Lima,  Brazilian, single, lawyer, bearer of professional identity card No. 209.969, issued by the Brazilian Bar Association OAB/RJ, with taxpayer number (CPF/MF) 142.509.197-06, with corporate address at Rua Araújo Porto Alegre, No. 32, room 1102, Centro, Rio de Janeiro / RJ, to run for the vacancy of Alternate Member of Fiscal  Council.

The Reference Forms and other legally required documents are attached hereto (Annex 2), informing that, if elected, they will sign the Clearance Declaration, in accordance with the provisions of the corporate legislation in force.

It is therefore requested that a Notice to Shareholders be published, as well as the inclusion of the appointment in the Proxy Card for holders of ADRs - American Deposity Receipts and in the BDV, in compliance with the legally required requirements.

Furthermore, all communications relating to this document may be made in writing and delivered by electronic mail (E-mail) or through correspondence, with proof of receipt, to the addresses below: Rua Araújo Porto Alegre, 36, Group 1102, Centro, Rio de Janeiro, RJ, Zip Code 20030-013, e-mail: rmartins@faoro.adv.br.

Sincerely,

Raphael Manhães Martins

OAB/RJ No 147,187

EX-3

 

Exhibit 4

DECLARATION

I, Marco Antônio de Almeida Lima, brazilian, single, lawyer, OAB/RJ (Brazilian Bar Association) No. 209969, with taxpayer identification number (CPF/MF) 142.509.197-06, with address at Rua Araújo Porto Alegre, 36, room 1102, Centro, Rio de Janeiro/RJ, Zip Code: 20030-902, pursuant to art. 2 of CVM (Brazilian Securities Commission) Instruction 367/02, declare under the penalties of the law that, if I am elected to the position of Alternate Member of the Fiscal Council of OI S.A – In Judicial Reorganization,  I will be able to sign the Term of Investiture concerning such that rule, attesting that: (i) I am not hindered by a special law, or convicted for bankruptcy, malfeasance, bribery, concussion, embezzlement, crime against the popular economy, public faith or property, or criminal penalty prohibiting, even temporarily, access to public positions, as provided for in paragraph 1 of article 147 of Law no. 6,404 / 76; (ii) I am not condemned to the suspension or temporary disqualification penalty applied by the CVM (Brazilian Securities Commission), which makes me ineligible for management positions in a publicly-held company, as established in paragraph 2 of article 147 of Law no. 6,404 / 76; (iii) to the best of my knowledge, I comply with the requirement of unblemished reputation established by paragraph 3 of article 147 of Law No. 6,404 / 76; and (iv) I do not occupy a position in a company that can be considered a competitor of the company, and I do not have, nor do I represent conflicting interest with that of the company, in the form of items I and II of paragraph 3 of art. 147 of Law No. 6,404/76.

I declare, finally, under the penalties of the law, in accordance with art. 10 of ICVM 481/09 (with wording given by ICVM No. 561/15) and according to items 12.9 and 12.10 of the Reference Form in Annex 24 of ICMV 552/14, to have no marital relationship, common law marriage or kinship up to the 2nd degree with administrators of OI S.A – In Judicial Reorganization, its subsidiaries and their controlling shareholders, as well as not having a relationship of subordination, provision of services or control, in the last three fiscal years, with a controlled company, indirect or direct controller, supplier, customer, debtor or creditor of  OI S.A – In Judicial Reorganization.

São Paulo, March 16, 2020

Marco Antônio de Almeida Lima

CPF 142,509,197-06

 

Exhibit 4

OI S. A.- In Judicial Reorganization

Items 12.5 to 12.10 of the Reference Form

Candidate appointed to the Fiscal Council

12.5 Registration data and professional experience:

Name	Date of Birth	Age	Profession
Marco Antônio de Almeida Lima	12/03/1992	27	Attorney
CPF or Passport (PAS)	Elective Position Appointed	Date of Election	Investiture Date
142.509.197-06	Fiscal Council	AGM 2020	To be defined
Term of Office	Other Positions held in the Company		Indication if Elected by the Controller
AGM 2021	Does not apply		No
Indication if you are an Independent Member			Number of Consecutive Offices
Yes			Not applicable
Professional Experience
Attorney at Law at Faoro & Fucci (since November 2019). Member of the Brazilian Bar Association, Rio de Janeiro and São Paulo Sections.
Declaration of Possible Convictions
Marco Antônio de Almeida Lima has no criminal conviction, no conviction in a CVM (Brazilian Exchange Commission) administrative proceeding, nor any unappealable conviction, in the judicial or administrative scope, that has suspended or disqualified the practice of professional or commercial activity.

12.6 Percentage of Participation in Board Meetings in the last financial year, held by the respective body that occurred after taking office:

It doesn't apply.

12.7 Information mentioned in item 12.5 in relation to members of statutory committees, as well as audit, risk, financial and compensation committees, even if such committees or structures are statutory:

He does not participate in any Company committee.

 

Exhibit 4

12.8 Information on acting as a member of statutory committees, as well as audit, risk, financial and compensation committees:

He does not participate in any Company committee.

12.9. Information on the existence of a marital relationship, Common law marriage or kinship up to the third degree between:

a. Company’s officers

b (i) Company’s officers and (ii) officers of direct or indirect subsidiaries of the Company

c (i) officers of the Company or its direct or indirect subsidiaries and (ii) Company’s direct or indirect controllers

d (i) Company’s officers and (ii) officers of the direct and indirect controlling companies of the Company

There is no kinship between the Fiscal Council and any of the aforementioned persons.

12.10. Information on the relationship of subordination, service or control maintained, in the last 3 fiscal years, between the officers of the Company

a company controlled, directly or indirectly, by the Company

No.

b direct or indirect Company controller

No.

c if relevant, supplier, customer, debtor or creditor of the Company, its controlled or controlling persons or subsidiaries of any of these persons

No

_______________________________________________

Marco Antônio de Almeida Lima

EX-4

 

Exhibit 4

Oi S.A. – IN JUDICIAL REORGANIZATION

ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM

Candidate appointed to the Fiscal Council

12.5 Registration data and professional experience:

Name	Date of Birth	Age	Profession
Raphael Manhães Martins	02/08/1983	37	Attorney
CPF or Passport (PAS)	Elective Position Occupied	Date of Election	Investiture Date
096.952.607-56	Fiscal Council	AGM 2020
Term of Office	Other Positions held in the Company	Indication if Elected by the Controller
AGM 2021	Does not apply	No
Indication if you are an Independent Member		Number of Consecutive Offices
Yes		02 (if elected)
Professional Experience
Lawyer, partner at Faoro & Fucei (since 2010). Board Member (Holder) of Eternit S/A since 2015. Member of the Fiscal Council of Vale S.A. since 2015, of Oi S.A. since 2019 and of companies of Grupo JHSF Participações S.A. since 2019. He was a member of the Board of Directors (Holder) of Light S/A, from 2018 to 2019; and of Condor S/A - Indústria Química, from 2017 to 2019. He was a member of the Fiscal Council of Light S.A., from 2014 to 2018; of Fibria Celulose S/A, from 2016 to 2017; and of Embratel Participações S.A., in 2014. Former professor at UFRJ (2010) and UERJ (2007/2009). Registered with the Brazilian Bar Association, Rio de Janeiro Chapter.
Declaration of Possible Convictions
Raphael Manhães Martins has no criminal conviction, any conviction in a CVM (Brazilian Exchange Commission) administrative proceeding, nor any final judicial or administrative conviction that has suspended or disabled the practice of professional or commercial activity.

12.6 Percentage of Participation in Board Meetings in the last financial year, held by the respective body that occurred after taking office:

Advisor	Participation in meetings (%)
Raphael Manhães Martins	100

12.7 Information mentioned in item 12.5 regarding members of statutory committees, as well as audit, risk, financial and compensation committees, even if such committees or structures are statutory:

He does not participate in any Company committee.

 

Exhibit 4

12.8 Information on acting as a member of the statutory committees, as well as the audit, risk, financial and compensation committees:

He does not participate in any Company committee.

12.9. Information on the existence of a marital relationship, stable union or kinship up to the third degree between:

a. Company’s officers

b. (i)  Company’s officers and (ii) officers of direct or indirect subsidiaries of the Company

c.(i) officers of the Company or its direct or indirect subsidiaries and (ii) Company’s direct or indirect controllers

d. (i) Company’s officers and (ii) officers of the direct and indirect controlling companies of the Company

There is no kinship between the Fiscal Council and any of the aforementioned persons.

12.10. Information on the relationship of subordination, service or control maintained, in the last 3 fiscal years, between the officers of the Company

a.company controlled, directly or indirectly, by the Company

No.

b. direct or indirect controller of the Company

No.

c.if relevant, supplier, customer, debtor or creditor of the Company, its controlled or controlling persons or subsidiaries of any of these persons

No

Raphael Manhães Martins

 

Exhibit 4

DECLARATION

I, Raphael Manhães Martins, Brazilian, single, lawyer, OAB/RJ (Brazilian Bar Association) nº 147187, enrolled with the CPF/MF under nº 096.952.607-56, with address at Rua Araújo Porto Alegre, 36, room 1102, Centro, Rio de Janeiro/RJ, Zip Code: 20030-902, pursuant to art. 2nd of CVM (Brazilian Securities Commission) Instruction 367/02, declare under the penalties of the law that, if elected to the position of Member of the Fiscal Council of OI S.A – In Judicial Reorganization, I will be able to sign the Term of Investiture to which that rule refers, certifying that: (i) I am not hindered by special law, or convicted for bankruptcy, prevarication, bribery, concussion, embezzlement, against the popular economy, public faith or property, or the criminal penalty prohibiting, even if temporarily, access to public positions, as provided in paragraph 1 of Article 147 of Law No. 6,404/76; (ii) I am not convicted to the penalty of suspension or temporary disqualification applied by the CVM (Brazilian Securities Commission), which makes me ineligible for the management positions of a publicly held company, as established in paragraph 2 of Article 147 of Law No. 6.404/76; (iii) to the best of my knowledge, I comply with the requirement of unblemished reputation established by paragraph 3 of article 147 of Law no. 6,404/76; and (iv) I do not hold a position in a company that may be considered a competitor of the company, and I do not have, nor do I represent, an interest conflicting with that of the company, in the form of items I and II of paragraph 3 of article 147. 147 of Law No. 6,404/76.

I declare, finally, under the penalties of the law, in accordance with art. 10 of ICVM 481/09 (with wording given by ICVM No. 561/15) and pursuant to items 12.9 and 12.10 of the Reference Form set out in Annex 24 of ICMV 552/14, not to have any marital relationship, stable union or kinship up to the 2nd degree with managers of OI S.A – In Judicial Reorganization, its subsidiaries and their controlling shareholders, as well as not to have any relationship of subordination, provision of services or control, in the last three fiscal years, with a controlled company, indirect or direct controlling shareholder, supplier, client, debtor or creditor of OI S.A – In Judicial Reorganization.

São Paulo, March 16, 2020

Raphael Manhães Martins

CPF 096,952,607-56