Report of Foreign Issuer (6-k)
July 12 2013 - 6:01AM
Edgar (US Regulatory)
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 July 11, 2013
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 report on Form 6-K shall be incorporated by reference in the
Exchange Offer Memorandum, dated May 20, 2013 (the “Exchange Offer
Memorandum”), prepared by BRF S.A. and available to Eligible Holders (as
defined therein) of certain debt securities guaranteed by BRF S.A. in
connection with the exchange offers described in BRF S.A.’s Announcement to the
Market, dated May 20, 2013, and furnished to the SEC under Form 6-K on that
date (File No. 001-15148), to the extent not superseded by documents or reports
subsequently filed or furnished by BRF S.A. under the U.S. Securities Act of
1933 or the U.S. Securities Exchange Act of 1934 and incorporated by reference
in such Exchange Offer Memorandum. This report on Form 6-K and the
attached communication are
neither an offer to sell nor
a solicitation of an offer to buy any securities in the United States or
elsewhere. The securities offered in the exchange offers described in the
Exchange Offer Memorandum have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
* * *
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: July 11,
2013
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BRF S.A.
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By:
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/s/ Leopoldo
Viriato Saboya
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Name:
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Leopoldo Viriato
Saboya
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Title:
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Chief Financial
Officer
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