BRFS BRF SA

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

dated May 23, 2012

  Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

DATE, TIME AND PLACE : May 23, 2012 at 10:30 a.m. at the Company’s registered offices at Rua Jorge Tzachel, 475 in the city of Itajaí, state of Santa Catarina. ATTENDANCE: Shareholders representing 66,18% of the voting capital were present. Also present and representing the Company: the Chief Executive Officer, José Antonio do Prado Fay; Financial and Administrative Vice President and Investor Relations Officer, Leopoldo Viriato Saboya; Also present were Mr. Waderson Mergulhão, representing Deloitte Touche Tohmatsu Consultores Ltda. and Mr. Francisco Costa e Silva of Escritório de Advocacia Bocater, Camargo, Costa e Silva Advogados. CONVENING NOTICE : Published in the newspapers: Diário Oficial do Estado de Santa Catarina, on May 08, 09 and 10, 2012 and in the Valor Econômico (São Paulo regional edition) on May 08, 09 and 10, 2012. CHAIR : Paulo Assunção de Souza, Chairman and Edina Biava, Secretary. AGENDA OF THE DAY: 1. Pursuant to Article 256 of Law 6.404/76, to ratify the engagement of Deloitte Touche Tohmatsu Consultores Ltda. as a specialized company for the preparation of an appraisal report on Quickfood S.A., a publicly held corporation, constituted in accordance with the laws of the Republic of Argentina with registered offices in the Province of Buenos Aires, enrolled in the Public Commercial Register under number 3.099, Book 96, Volume “A” of Publicly Held Companies; and 2.  Pursuant to the provision in Paragraph 1 of Article 256, Law 6.404/76, to ratify the Company’s acquisition of shareholding control of Quickfood S.A., pursuant to the terms and conditions of the Asset Exchange Contract and Other Covenants signed on March 20, 2012, between, on the one hand, the Company, Sadia S.A. and Sadia Alimentos S.A.,and on the other, Marfrig Alimentos S.A. RESOLUTIONS: After discussion related to matters on the agenda of the day, the shareholders in attendance decided by the majority of votes, abstentions and votes against being duly recorded: 1.  To ratify the engagement of Deloitte Touche Tohmatsu Consultores Ltda. as a specialized company for the preparation of an appraisal report on Quickfood S.A., a publicly held corporation, constituted in accordance with the laws of the Republic of Argentina with registered offices in the Province of Buenos Aires, enrolled in the Public Commercial Register under number 3.099, Book 96, Volume “A” of Publicly Held Companies; and 2. To ratify the Company’s acquisition of the total stake held directly or indirectly by Marfrig Alimentos S.A., equivalent to 90.05% (ninety point zero, five percent) of the capital stock of Quickfood S.A., pursuant to the terms and conditions of the Asset Exchange Contract and Other Covenants signed on March 20, 2012, between, on the one hand, the Company, Sadia S.A. and Sadia Alimentos S.A.,and on the other, Marfrig Alimentos S.A. DOCUMENTS ATTACHED : 1.  Shareholders’ Attendance List. Appraisal report. DOCUMENTS FILED WITH THE COMPANY : 1.  Proxy instruments granted; 2.  Voting declarations. CONCLUSION : These minutes having been drafted, read and approved were signed by those present. Paulo Assunção de Souza, Chairman; Edina Biava – Secretary; Initial of the lawyer: Francisco Costa e Silva, OAB/RJ 21.370. These minutes were authorized for publication omitting the signatures of the shareholders present pursuant to Article 130, paragraph 2 of Law 6.404/76. Itajaí - SC, May 23, 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:   May 23, 2012