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 June 30, 2015

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

1.         DATE, TIME AND PLACE: Virtually held on June 29, 2015, at 06:00 p.m., as authorized by the Paragraph Two of Article 17 of the Articles of Incorporation.

2.        BOARD: Chairman: Abilio dos Santos Diniz. Secretary: Larissa Brack.

3.        CALL OF MEETING AND ATTENDANCE: The call of meeting was duly made pursuant to the Company’s Articles of Incorporation. All of the members of the Board of Directors on duty were present: Messrs Abilio dos Santos Diniz, Sérgio Ricardo Miranda Nazaré, Vicente Falconi Campos, Walter Fontana Filho, Luiz Fernando Furlan, José Carlos Reis de Magalhães Neto, Manoel Cordeiro Silva Filho, Paulo Guilherme Farah Correa, Henri Philippe Reichstul.

4.        AGENDA: Approval of the voting guidance, in view of the need for fulfilling the transition schedule for the Company’s dairy product operation sale, in order to (i) re-ratify the share capital of Elebat Alimentos S.A. (“Elebat”) appearing in the minutes of the Special General Meeting held on June 1, 2015; (ii) re-ratify, based on the list of enrollments appearing in the accounting assessment report approved at Elebat’s Special General Meeting held on June 1, 2015, the Annex III of the said General Meeting, in order to include the missing enrollments of the properties being transferred to Elebat by means of such General Meeting; (iii) ratify the appointment and contracting of the specialized assessment company Ernst & Young Auditores Independentes S/S, responsible for preparing the third (3^rd) accounting assessment report for the assets to be contributed by the Company to Elebat (“3^rd Assessment Report); (iv) approve the 3^rd Assessment Report; (v) deliberate on new shares and constitution of capital reserve; (vi) approve the conversion of common shares issued Elebat into preferred shares issued by Elebat; (vii) in view of the conversion of shares regarding item (vi) above, if approved, deliberate on the amendment to Elebat’s Articles of Incorporation for inclusion of preferences and advantages attributable to holders of preferred shares issued by Elebat; (viii) approve the immediate redemption, in goods, of the redeemable preferred shares issued by Elebat and the consequent cancellation of the redeemed preferred shares; and (ix) deliberate on the amendment and restatement to Elebat’s Articles of Incorporation in order to cause the deliberations in the agenda listed herein to appear.

5.        RESOLUTIONS: Upon commencing the meeting, verifying the attendance quorum and convening this meeting, the Members of the Board of Directors, by unanimity of votes and without any safeguard, approved the favorable voting guidance to be rendered at Elebat’s Special General Meeting to be held on this date, in order to:

5.1.     Re-ratify Elebat’s share capital appearing in the minutes of the Special General Meeting held on June 1, 2015, in virtue of any material misstatement in item 5.3 of the said minutes (instead of R$936,085,234.37 should  R$936.086.234,37), so that the said item shall have the following wording:

“5.3.         Approve the Company’s share capital increase from the current seven hundred and ten million, one hundred and eighty-four thousand, three hundred and thirty-nine Brazilian Reais and eighty-eight cents (R$710,184,339.88) to nine hundred and thirty-six million, eighty-six thousand, two hundred and thirty-four Brazilian Reais and thirty-seven cents (R$936,086,234.37), an increase, therefore, in the amount of two hundred and twenty-five million, nine hundred and one thousand, eight hundred and ninety-four Brazilian Reais and forty-nine cents (R$225,901,894.49) upon issuing twenty-five million, nine hundred and one thousand, eight hundred and ninety-four (225,901,894) new common and registered shares, without par value, with issuance price at one Brazilian Real (R$ 1.00) each, based on art. 170, § 1 of the Corporations Act”.

5.1.1.   In view of the foregoing deliberation, re-ratify the Article 4 of Elebat’s Articles of Incorporation, which shall be in force with the following wording:

“Article 4. The subscribed and paid-in share capital is nine hundred and thirty-six million, eighty-six thousand, two hundred and thirty-four Brazilian Reais and thirty-seven cents (R$936,086,234.37) divided into nine hundred and thirty-six million, eighty-six thousand, two hundred and thirty-four (936,086,234) common and registered shares, without par value.”

5.2.    Re-ratify, based on the list of enrollments appearing in the accounting assessment report approved at Elebat’s Special General Meeting held on June 01, 2015, the Annex III of the said General Meeting, in order to include the missing enrollments of the properties being transferred to Elebat by means of the said General Meeting.

5.3.    Ratify the appointment and contracting of the specialized assessment company,  Ernst & Young Auditores Independentes S/S, headquartered in the City of São Paulo, State of São Paulo, at Av. Presidente Juscelino Kubitschek, 1830, Torre II, 10º andar, Itaim Bibi, CEP 04543-900, enrolled with the CNPJ/MF (Brazilian Registry of Legal Entities) under the no. 61.366.936/0001-25 and registered at the Regional Accounting Council of the State of São Paulo under the no. CRC-2SP015199/O6 (“E&Y”), responsible for preparing the 3^rd Assessment Report for certain Company’s assets on June 25, 2015, to be contributed by the Company to Elebat.

5.4.    Approve the 3^rd Assessment Report based on the Article 8 of the Corporations Act, in accordance with the accounting practices based on the corporate law, which was prepared by E&Y, which appointment was ratified above.

5.5.    Approve Elebat’s share capital increase upon issuing one hundred and forty-two million, five hundred and fifty-one thousand, four hundred and sixty-five (142,551,465) new common and registered shares without par value at the issuance price of R$1.01386864 per share (“Price per Share”), which was assessed on the basis of the art. 170, § 1 of the Corporations Act, being one Brazilian Real (R$ 1.00) allocated to the capital account and R$0.01386864 allocated to the reserve capital account, in virtue of the share subscription premium.

5.5.1.   As a result: (a) approve Elebat’s share capital incrase from the current nine hundred and thirty-six million, eighty-six thousand, two hundred and thirty-four Brazilian Reais and thirty-seven cents (R$936,086,234.37) to one billion, thirty-seven million, five hundred and ninety-nine thousand, seven hundred and thirty-three Brazilian Reais and ninety-six cents (R$1,078,599,733.96), an increase, therefore, of one hundred and forty-two million, five hundred and fifty-one thousand, four hundred and sixty-five Brazilian Reais and forty-six cents (R$142,551,465.46), comprised of: (i) seventy-two million, five hundred and thirteen thousand, four hundred and ninety-nine Brazilian Reais and fifty-nine cents (R$72,513,499.59) in assets, as assessed in the 3^rd Assessment Report; (ii) ten million, thirty-seven thousand, nine hundred and sixty-five Brazilian Reais and eighty-seven cents (R$10,037,965.87) upon capitalization of credits held by the Company against Elebat; (iii) ten million Brazilian Reais (R$10,000,000.00) in national currency, paid on this date; and (iv) fifty million Brazilian Reais (R$50,000,000.00) in national currency, paid on July 1, 2015; and (b) allocate one million, nine hundred and seventy-six thousand, nine hundred and ninety-five Brazilian Reais (R$1,976,995.00) to the constitution of Elebat’s capital reserve constitution.

5.5.2.   The shares issued by Elebat are fully subscribed and paid in by the Company.

5.6.    Convert one million, nine hundred and seventy-six thousand, nine hundred and ninety-five (1,976,995) common and registered shares without par value issued by Elebat and owned by the cCompany into one million, nine hundred and seventy-six thousand, nine hundred and ninety-five (1,976,995) redeemable preferred shares also owned by the Company, in the proportion of one common share to one redeemable preferred share.

5.6.1    In view of the creation of one million, nine hundred and seventy-six thousand, nine hundred and ninety-five (1,976,995) redeemable preferred shares, the shareholders deliberated on amending the article 4 of Elebat’s Articles of Incorporation, in order to cause to appear (i) the new kind of issued shares and, under the article 17 of the Corporations Act, (ii) such kind has priority in the distribution of fixed or minimum dividend and capital refund, with or without premium.

5.7.     Following the deliberations, approve the immediate redemption of preferred shares, at the price of one Brazilian Real (R$ 1.00) per preferred share, amounting to one million, nine hundred and seventy-six thousand, nine hundred and ninety-five Brazilian Reais (R$1,976,995.00), upon transferring to the Company the goods appearing in Annex I to these minutes, which were assessed on the basis of its accounting equity value assessed on the Company’s balance sheet prepared on December 31, 2014.

5.7.2    In virtue of the deliberations made in item 5.7 above, approve the cancellation of the one million, nine hundred and seventy-six thousand, nine hundred and ninety-five (1,976,995) redeemed preferred shares.

5.8.    Deliberate on the amendment to Elebat’s Articles of Incorporation, in order to cause the share capital increase. However, in view of the immediate redemption and cancellation of the redeemable preferred shares, the amendment to Elebat’s Articles of Incorporation is dismissed in relation to the creation of such actions.

5.8.1    In virtue of the aforementioned deliberations, approve the amendment to the Article 4 of Elebat’s Articles of Incorporation, which shall be in force with the following wording:

“Article 4. The share capital subscribed and partially paid-in is one billion, seventy-eight million, five hundred and ninety-nine thousand, seven hundred and thirty-three Brazilian Reais and ninety-six cents (R$1,078,599,733.96), divided into one billion, seventy-eight million, five hundred and ninety-nine thousand, seven hundred and thirty-three (1,078,599,733) common and registered shares without par value.”

5.9.    Authorize Elebat’s managers to practice all the acts required for the formalization of the deliberations made at this meeting.

6. The Board of Officers of the Company and Elebat are authorized to take any arrangements and execute all the documents required for the performance of the deliberations made at this meeting.

7.        DOCUMENTS FILED AT THE COMPANY: The documents related to the agenda supporting the deliberations made by the members of the Board of Directors and/or information provided at the meeting shall be filed at the Company’s head office.  

8.        APPROVAL AND EXECUTION OF THE MINUTES: There not being anything further, the Chairman declared the meeting closed, the minutes were recorded as a summary, which was read, found to be compliant and executed. São Paulo, June 29, 2015. Signatures: Board: Mr. Abilio dos Santos Diniz – Chairman; Ms. Larissa Brack – Secretary. Directors: Abilio dos Santos Diniz, Sérgio Ricardo Miranda Nazaré, Vicente Falconi Campos, Walter Fontana Filho, Luiz Fernando Furlan, José Carlos Reis de Magalhães Neto, Manoel Cordeiro Silva Filho, Paulo Guilherme Farah Correa, Henri Philippe Reichstul.

I hereby certify that this is a true copy of the minutes recorded on Book no. 4, pages 67 to 71, of minutes of Ordinary and Special Meetings of the Company’s Board of Directors.

_____________________________

Larissa Brack

Secretary

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