BRFS BRF SA

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 September 16, 2014

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 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.

EXHIBIT INDEX

BRF S.A.

Companhia Aberta

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

ANNOUCEMENT TO THE MARKET

In addition to market announcements publicized on November 1, 2013, June 6, 2014, June 26, 2014 and August 20, 2014, BRF S.A. ("Company" or "BRF") hereby informs its shareholders and the market that was signed "Private Instrument of Protocol and Justification of Merger of Shares of Mato Grosso Bovinos S.A. by Minerva S.A." between the administrations of Minerva S.A. ("Minerva") and Mato Grosso Bovinos S.A., a company controlled by BRF society ("Newco  Bovinos") and that, according to the Material Fact released on this date by Minerva ("Minerva´s Material Fact"), has convened an extraordinary general meeting of Minerva, to be held on first call on October 1, 2014, to deliberate about the instrument, as well as the operation by which Minerva will incorporate all of the shares of Newco Bovinos ("Transaction").  

As stated in Minerva´s Material Fact, and once the Transaction is approved, a total of 29,000,000 shares of Minerva, which now accounts for 16.29% of the total and voting capital of Minerva will be awarded to BRF. The said exchange ratio was freely negotiated and agreed between the administrations of the companies involved in a fair and equitable way to their respective shareholders, reflecting appropriately, in view of these, the best assessment of Newco Bovinos and Minerva with regard to their respective fair values, considering the nature of their activities within a set of economic, operational and financial assumptions.

BRF will keep the market informed of developments on the matter in question, including relevant corporate and accounting aspects.

São Paulo, September 16, 2014.

Augusto Ribeiro Júnior

Chief Financial and Investor Relations Officer