FORM 6-K/A
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 October 5, 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: October 5, 2015 |
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BRF S.A. |
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By: |
/s/ Augusto Ribeiro Junior |
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Name: |
Augusto Ribeiro Junior |
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Title: |
CFO AND IRO
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BRF S.A.
Publicly-held Company with Authorized
Capital
CNPJ (Brazilian Registry of Legal
Entities) 01.838.723/0001-27
NIRE (Company Register Identification
Number) 42.300.034.240
CVM (Securities and Exchange
Commission) 1629-2
TRANSCRIPT OF THE MINUTES OF THE 9th
ORDINARY BOARD OF DIRECTORS’ MEETING HELD ON OCTOBER 1, 2015
1. DATE, TIME
AND PLACE: October 1, 2015, at 09:00 am, at Rua Hungria nº
1.400, 5th floor, City of São Paulo, State of São Paulo.
2. BOARD: Chairman: Abilio dos
Santos Diniz. Secretary: Larissa Brack Trisotto.
3. CALL OF
MEETING AND ATTENDANCE: The call of meeting was duly made under the
Company’s Articles of Incorporation. The majority of the members of the Board of
Directors on duty were present: Messrs Abilio dos Santos Diniz, Henri Philippe
Reichstul, José Carlos Reis de Magalhães Neto, Luiz Fernando Furlan, Manoel
Cordeiro Silva Filho, Paulo Guilherme Farah Correa, Renato
Proença Lopes, Vicente Falconi Campos e Walter Fontana Filho.
4.
PROVISIONS: Upon commencing the meeting and verifying the
attendance quorum to convene the meeting, the Members of the Board of Directors
examined the items appearing in the agenda and defined as follows:
Informative
Subjects:
4.1.
Charmain’s Report: Mr. Abilio dos Santos Diniz started
the meeting reporting the recent case of theft of computers occurred in Rua
Hungria and requested the adoption of the necessary measures to verify the
case.
4.2.
The Directors were made aware of the goals, results relating to
the month of August 2015, forecast, fixed and variable expenses, and market
share of the Company, as well as the P&L for domestic and foreign markets.
Resolutions:
4.3.
In accordance with the recommendations for approval of Strategy, M&A and
Markets and Finance, Governance and Sustainability Committees, approved the acquisition
of the following trademarks owned by Molinos Río de la Plata S.A. and one of
its controlled entities, all present in the Argentinean retail market: Vieníssima,
GoodMark, Manty, Delícia, Hamond, Tres Cruces and Wilson. The
acquisition will be carried out by Quickfood S.A. (BCBA: PATY) and Avex S.A,
both headquartered in Argentina and controlled by the Company, in the total
amount of USD43,500,000.00 (forty three million and
five hundred thousand USA dollars), subject to certain adjustments, and to be
paid in Argentinean currency.
BRF S.A.
Publicly-held Company with Authorized
Capital
CNPJ (Brazilian Registry of Legal
Entities) 01.838.723/0001-27
NIRE (Company Register Identification
Number) 42.300.034.240
CVM (Securities and Exchange
Commission) 1629-2
TRANSCRIPT OF THE MINUTES OF THE 9th
ORDINARY BOARD OF DIRECTORS’ MEETING HELD ON OCTOBER 1, 2015
4.4. Due to the approval
of the item 4.3. above and to effectuate the acquisition, the Directors
approved: (i) the capital increase of Sadia Uruguay S.A., in the amount of USD53,000,000.00
(fifty three million USA dollars), which will be fully subscribed and paid up
by BRF S.A.; (ii) the acquisition of Argentinian debt securities by Sadia
Uruguay S.A. (“Securities”), using the funds received in the terms of the item
(i) above; (iii) the capital increase of Avex S.A., which will by fully
subscribed and paid up by Sadia Uruguay S.A., with the capitalization of the
Securities; (iv) the sale of the Securities by Avex S.A.; and (v) the early payment
by Avex S.A. of an intercompany loan owed to Quickfood S.A., using the proceeds
received by the sale mentioned in the item (iv) above.
4.5. In
accordance with the recommendation for approval of Strategy, M&A and
Markets Committee, the Directors approved the acquisition of part of Qatar
National Import and Export Co. (QNIE), through Federal Foods LLC, an indirect
subsidiary of the Company, for USD140,000,000.00 (one hundred and forty million
dollars).
4.6. The Directors
approved the hiring of EY (Ernst & Young) to elaborate the business model
for tax optimization and development of the Global Procurement Office, for the
total amount R$805,000.00 (eight hundred and five thousand Brazilian reais).
4.7. In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the hiring of EY (Ernst
& Young) for
the audit of the Financial Results, base December 31, 2015, of Invicta Food
Group Limited and Invicta Food Limited, for £45,000.00 (forty five thousand
pounds).
4.8. In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the replacement of the
collateral of the Agreement n. 02.12.0419.00 executed with Financiadora de
Estudos e Projetos – Finep, which will be the mortgage of the property of
Videira/SC, with its constructions and improvements, as well as the fiduciary
lien of the machines and equipment installed in such property.
4.9.
In accordance with the recommendation for approval of Finance,
Governance and Sustainability Committee, the Directors approved the right of
way (servidão de passagem) to Companhia Paranaense de Energia Elétrica
(COPEL), due to the need of implementation of a power
grid in part of Granja Santa Catarina, property of the Company, which will
receive, as a compensation, an indemnity of R$11,446.21 (eleven thousand, four
hundred and forty six and twenty one cents of Brazilian reais).
BRF S.A.
Publicly-held Company with Authorized
Capital
CNPJ (Brazilian Registry of Legal
Entities) 01.838.723/0001-27
NIRE (Company Register Identification
Number) 42.300.034.240
CVM (Securities and Exchange
Commission) 1629-2
TRANSCRIPT OF THE MINUTES OF THE 9th
ORDINARY BOARD OF DIRECTORS’ MEETING HELD ON OCTOBER 1, 2015
4.10.
In accordance with the recommendation for approval of Finance,
Governance and Sustainability Committee, the Directors approved the agreement
to be executed with Município of Concórdia/SC, by which a portion of a property
of the Company will be expropriated and an indemnity of R$18,000.00 (eighteen
thousand Brazilian reais) will be paid to the Company for such expropriation.
4.11.
In accordance with the recommendation for approval of Finance,
Governance and Sustainability Committee, the Directors approved the hiring of a
guarantee insurance by BRF GmbH, a branch of the Company located in Vienna,
Austria, as well as the collateral to be given by the Company for such
operation.
4.12.
In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the sale of a property of the
Company located in Guarapuava/PR (grain post), for R$8,500,000.00 (eight
million and five hundred thousand Brazilian reais), in the terms of the best
proposal received by the Company.
4.13.
In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the ratification of the board
members of the European subsidiaries of the Company with the following
compositions: (i) BRF Iberia Alimentos (Espanha): Roberto Banfi, Juliana
Lacchini, Adriano Frizon, Rodrigo Alves Coelho e Christophe Vasseur; e (ii)
BRF Holland BV: Roberto Banfi, Juliana Lacchini, Adriano Frizon, Rodrigo Alves
Coelho e Suely Nakashima.
4.14.
In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the acquisition of the properties located
in the City of Seropédica, State of Rio de Janeiro, registered under the nºs 1905, 6924 e
4879, with the Real Estate Registry of Seropédica (RJ), 1st Real
Estate Registry of Itaguaí (RJ) and 2nd Real Estate Registry of
Itaguaí (RJ), respectively, for R$11,700,000.00 (eleven million and seven
hundred thousand Brazilian reais), which will be paid
in 4 monthly and subsequent installments after the execution of the public deed
of purchase and sale.
BRF S.A.
Publicly-held Company with Authorized
Capital
CNPJ (Brazilian Registry of Legal
Entities) 01.838.723/0001-27
NIRE (Company Register Identification
Number) 42.300.034.240
CVM (Securities and Exchange
Commission) 1629-2
TRANSCRIPT OF THE MINUTES OF THE 9th
ORDINARY BOARD OF DIRECTORS’ MEETING HELD ON OCTOBER 1, 2015
4.15.
In
accordance with the recommendation for approval of Finance, Governance and
Sustainability Committee, the Directors approved the agreement to be executed
with the owner of a property located in Uberlândia/MG, by which the Company
will receive a portion of the property in which the Company has installed a
machine that treats rainwater and, as a compensation, the Company will not
require the amount of R$1,032,596.78 (one million, thirty two thousand, five
hundred and ninety six and seventy eight cents of Brazilian reais) which would
be due as a result of interests and monetary adjustments related to a lawsuit
filed by the Company against the property owner mentioned above.
The
executives of the Company are hereby authorized to practice any acts and to
execute any documents related to the approved subjects.
5.
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.
6. APPROVAL
AND EXECUTION OF THE MINUTES: Not having 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, October 1, 2015. Signatures
Board: Mr. Abilio dos Santos Diniz - Chairman; Mrs. Larissa Brack - Secretary. Directors:
Messrs Abilio dos
Santos Diniz, Henri Philippe Reichstul, José Carlos Reis de Magalhães Neto,
Luiz Fernando Furlan, Manoel Cordeiro Silva Filho, Paulo Guilherme Farah
Correa, Renato Proença Lopes, Vicente Falconi Campos and Walter Fontana Filho.
I certify that this is a
true copy of the recorded minutes in its own book.
São Paulo, October
1, 2015.
____________________________________
Larissa Brack Trisotto
Secretary
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