fv6

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

As filed with the U.S. Securities and Exchange Commission on August 26, 2010

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

MARFRIG ALIMENTOS S.A.

(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer’s name into English)

FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)

60 Wall Street
New York, New York 10005
(212) 602-1044
(Address, including zip code, and telephone number, including area code,
of depositary’s principal executive offices)

The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(302) 777-0247
(Address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:


Robert M. Ellison, Esq. Shearman & Sterling LLP Av. Brig. Faria Lima, 3400 04538-132, São Paulo, Brazil +55 11 3702-2200		Raymond Fisher, Esq. Linklaters LLP 1345 Avenue of the Americas New York, New York 10105 (212) 903-9146

It is proposed that this filing become effective under Rule 466:
[ ] immediately upon filing.
[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box: [ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of each Class of

Amount to be

Offering Price

Aggregate

Amount of

Securities to be Registered

Registered

Per Unit⁽¹⁾

Offering Price⁽²⁾

Registration Fee

American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), representing common shares of Marfrig Alimentos S.A.

100,000,000
ADSs

5.00

5,000,000

356.50



	(1)		Each unit represents one hundred (100) ADSs.

	(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS


	Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
	Item 2. AVAILABLE INFORMATION
	Item 3. EXHIBITS
	Item 4. UNDERTAKINGS
SIGNATURES
INDEX TO EXHIBITS
EX-1
EX-4

PART I

INFORMATION REQUIRED IN PROSPECTUS

The prospectus consists of the proposed form of ADR included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement on Form F-6 and is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Cross-Reference Sheet


Item Number and Caption		Location in Form of ADR Filed Herewith as Prospectus
1. Name of Depositary and address of its principal executive office:		Face of ADR, introductory Article.

2. Title of ADRs and identity of deposited securities:		Face of ADR, top center and introductory paragraph.

Terms of Deposit:

(a) Amount of deposited securities represented by one unit of ADRs:		Face of ADR, upper right corner and introductory paragraph.

(b) Any procedure for voting the deposited securities:		Articles (15), (16) and (19).

(c) Procedure for collecting and distributing dividends:		Articles (2), (10), (14), (15), (17) and (22).

(d) Procedures for transmitting notices, reports and proxy soliciting material:		Articles (13), (15), (16), (20), (21), (22) and (24).

(e) Sale or exercise of rights:		Articles (10), (14) and (16).

(f) Deposit or sale of securities resulting from dividends, splits or plans of reorganization:		Articles (3), (4), (7), (10) and (17).

(g) Amendment, extension or termination of the deposit agreement:		Articles (21) and (22) (no provision for extensions).

(h) Rights of holders of ADRs to inspect the transfer books of the depositary and the list of holders of ADRs:		Article (13).

(i) Restrictions on the right to transfer or withdraw the underlying securities:		Articles (2), (3), (4), (7), (8), (9) and (10).

(j) Any limitation on the depositary’s liability:		Articles (7), (19) and (20).

3. Fees and charges which may be imposed directly or indirectly on holders of ADRs:		Articles (7) and (10).

Item 2. AVAILABLE INFORMATION


Item Number and Caption		Location in Form of ADR Filed Herewith as Prospectus
(a) The Issuer is exempt from the requirement to register the deposited securities under Section 12(g) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as it (1) is not required to file or furnish reports under Section 13(a) or Section 15(d) of the Exchange Act, (2) currently maintains a listing of the deposited securities on the BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (the “São Paulo Stock Exchange”), which constitutes the Issuer’s primary trading market for those securities, and (3) has published in English on its Internet Web site (http://www.marfrig.com.br/ri/) information that, since the first day of its most recently completed fiscal year (December 31, 2009), it (A) has made public or been required to make public pursuant to the laws of Brazil, (B) has filed or been required to file with the São Paulo Stock Exchange (the principal stock exchange in Brazil on which the Issuer’s shares are traded) and that has been made public by the São Paulo Stock Exchange and (C) has distributed or been required to distribute to its security holders. The Issuer intends to continue to publish, on an ongoing basis and for each subsequent fiscal year, the information specified in Rule 12g3-2(b)(1)(iii) in English on its Internet Web site.		Article (13).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)		Form of Deposit Agreement, including the Form of ADR, among Marfrig Alimentos S.A., as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. — Filed herewith as Exhibit 1.

(b)		Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereby or the custody of the deposited securities represented thereby. — None.

(c)		Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — See (a) above.

(d)		Opinion of Linklaters LLP, counsel for the Depositary as to the legality of the securities being registered. — Filed herewith as Exhibit 4.

(e)		Certification under Rule 466. — None.

(f)		Powers of Attorney for certain officers and directors and the authorized representative of the Company. — Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a)		The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)		If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Marfrig Alimentos S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders and Beneficial Owners from time to time of ADSs to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 26, 2010.


		Legal entity to be created by the Deposit Agreement for the issuance of ADSs for common shares of Marfrig Alimentos S.A.

		Deutsche Bank Trust Company Americas, as Depositary,

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Marfrig Alimentos S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on August 26, 2010.


		Marfrig Alimentos S.A.,

		By:		/s/ Marcos Antonio Molina dos Santos Name: Marcos Antonio Molina dos Santos
				Title: Chief Executive Officer

		By:
				Name:
				Title:

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Marcos Antonio Molina dos Santos to act as such person’s true and lawful attorney-in-fact and agent, with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all such capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on August 26, 2010.


By:		/s/ Alexandre José Mazzuco Name: Alexandre José Mazzuco
		Title: Chief Financial Officer

By:		/s/ Marcos Antonio Molina dos Santos Name: Marcos Antonio Molina dos Santos
		Title: Chairman of the Board of Directors

By:		/s/ Márcia Aparecida Pascoal Marçal dos Santos Name: Márcia Aparecida Pascoal Marçal dos Santos
		Title: Member of the Board of Directors

By:		/s/ Marcelo Maia de Azevedo Correa Name: Marcelo Maia de Azevedo Correa
		Title: Member of the Board of Directors

By:		/s/ Rodrigo Marçal Filho Name: Rodrigo Marçal Filho
		Title: Member of the Board of Directors

By:		/s/ Antonio Maciel Neto Name: Antonio Maciel Neto
		Title: Member of the Board of Directors

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT IN THE UNITED
STATES

Pursuant to the Securities Act of 1933, as amended, this registration statement has been signed by the undersigned in his/her capacity as the duly authorized representative of the registrant in the United States on August 26, 2010.


		For and on behalf of The Corporation Trust Company the Authorized U.S. Representative

INDEX TO EXHIBITS


Exhibit		Document
1		Form of Deposit Agreement, including the Form of ADR, among Marfrig Alimentos S.A., as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder.

4		Opinion of Linklaters LLP, as counsel to the Depositary, as to the legality of the securities to be registered.

/s/ Chris Konopelko

Name: Chris Konopelko

Title: Vice President

/s/ James Kelly

Name: James Kelly

Title: Vice President