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 25, 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.

A Publicly Held Company

CNPJ 01.838.723/0001-27

NIRE 42.300.034.240

CVM 16269-2

MATERIAL FACT

In compliance with the provisions in paragraph 4 of Article 157 of Law 6,404, of December 15, 1976, and item XV of the sole paragraph of Article 2 of CVM Instruction 358 of January 3, 2002, BRF S.A. (“Company’) hereby discloses the following MATERIAL FACT:

The Board of Directors authorized, pursuant to item 11 of Article 19 of its Bylaws and to CVM Instruction 10, of February 14, 1980 (ICVM 10), the Company‘s share repurchase program (“Program”) to acquire up to 5,000,000 (five million) book-entry common shares, with no par value, corresponding to 0.57% of its capital stock, excluding treasury shares, to be effective between September 26, 2014 to October 14, 2014.

The objective of the Program is to maintain the shares in treasury to meet the needs of the “Stock Option Plan" approved at the Company’s Annual and Extraordinary Shareholders’ Meeting held on April 03, 2014. It shall be incumbent upon the Company’s Board of Executive Officers to determine the dates and number of shares to be effectively acquired, in accordance with the company's policy on trading, and pursuant to the authorized limits and term of the Program.

In compliance with Article 18 of ICVM 10, the number of outstanding shares, as provided for in Article 5 of the Company’s Bylaws, is 871,875,683 book-entry, registered common shares with no par value. Therefore, considering the current number of treasury shares and the program’s limit for repurchase, the shares held in treasury will account for 0.64% of the free float.

The Program will use the funds from the Profit Reserve, as per the balance sheet for the fiscal year ended December 31, 2013, approved at the Annual and Extraordinary Shareholders’ Meeting held on April 03, 2014, which is currently R$2,511,880 thousand.

The acquisition price shall not be higher than the market value of the shares. The shares will be acquired at the trading sessions of the BM&FBOVESPA, through the intermediaries institutions Bradesco S.A. Corretora de Títulos e Valores Mobiliários, at Av. Paulista, 1450, 7º andar, Bela Vista, in the city and state of São Paulo, SP, Corporate Taxpayer’s ID (CNPJ) 61.855.045/0001-32 and Itaú Corretora de Valores S.A., at Av. Brigadeiro Faria Lima, 3.400 - 10º andar, in the city and state of São Paulo, Corporate Taxpayer’s ID (CNPJ) 61.194.353/0001-64.

The Company’s Board of Executive Officers is herein authorized to take all measures deemed necessary to carry out the above resolution.

São Paulo, September 25, 2014

Augusto Ribeiro Junior

Chief Financial and Investor Relations Officer