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 27, 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.

Date: July 27, 2015

 

 

 

 

BRF S.A.

 

 

 

 

 

By:

/s/ Augusto Ribeiro Junior

 

 

Name:

Augusto Ribeiro Junior

 

 

Title:

CFO AND IRO

 

 

 

 

 


 
 

 

EXHIBIT INDEX

Exhibit

Description of Exhibit

 

1

 MINUTES OF THE BOARD OF DIRECTORS' EXTRAORDINARY MEETING HELD ON JULY 22,2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

BRF S.A.

Publicly-held Company

CNPJ 01.838.723/0001-27

NIRE 42300034240

CVM 1629-2

 

MINUTES OF THE BOARD OF DIRECTORS’ EXTRAORDINARY MEETING

HELD ON JULY 22, 2015

 

 

1.  DATE, TIME AND PLACE: Virtually held on July 22, 2015, at 09:00 p.m., as authorized by 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: 1. Bonds issued in argentine pesos to be placed in the Argentine market by the subsidiary Quickfood SA (" Quickfood " and " Issue") .

 

5. RESOLUTIONS: Upon commencing the meeting, verifying the attendance quorum and convening this meeting, the members of the Board of Directors:

 

5.1. Approved, by unanimity of votes and without any safeguard, the Issue in the amount of AR$ 297,202,019.00 (two hundred ninety -seven million, two hundred and two thousand and nineteen argentine pesos), as follows: (i) issuance of Class VII Bonds worth AR$101,313,131.00 (one hundred and one million, three hundred and thirteen thousand, one hundred thirty-one argentine pesos), with a term of 24 months (21 months for medium term) interest at Badlar rate plus a margin of 3.00% per annum, and (ii) issuance of securities Class VIII amounting to AR$195,888,888.00 (one hundred ninety-five million, eight hundred eighty-eight thousand, eight hundred eighty-eight argentine pesos) to 60 months (54 months for medium term) remunerated at Badlar rate plus a margin of 5.50% per year. Immediately thereafter, approved the granting of a guarantee provided by the Company, unconditionally and irrevocably, to be formed in accordance with applicable regulations, the obligations assumed by Quickfood under the Issue.

 

5.2. The Board of the Company and the Board of Quickfood are both authorized to take all actions and execute all documents necessary to implement the realization of the Issue, including the signing of documents, contracts and certificates necessary for its formalization, as such, but not limitedly (a) the Deed offer, (b) the placement agreement offering Issue (Colocación Agreement), (c) the certificates representing the securities Class VII and Class VIII (deposit certificates Globales en Caja de Valores S.A.).

 

 

 


 

 

BRF S.A.

Publicly-held Company

CNPJ 01.838.723/0001-27

NIRE 42300034240

CVM 1629-2

 

MINUTES OF THE BOARD OF DIRECTORS’ EXTRAORDINARY MEETING HELD ON JULY 22, 2015

 

 

6. 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.

 

7. 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, July 22, 2015. Signatures: Board: Mr. Abilio dos Santos Diniz – Chairman; Mrs. Larissa Brack – Secretary. Directors: Srs. 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 76 to 78, of minutes of Ordinary and Special Meetings of the Company’s Board of Directors.

 

 

_____________________________

Larissa Brack

Secretary


 
 

 

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