Report of Foreign Issuer (6-k)
March 01 2016 - 7:44AM
Edgar (US Regulatory)
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 February 29, 2016
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: February 29, 2016 |
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BRF S.A. |
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By: |
/s/ José Alexandre Carneiro Borges |
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Name: |
José Alexandre Carneiro Borges |
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Title: |
CFO AND IRO
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BRF
S.A.
Publicly-Traded
Company with Authorized Capital
Brazilian Registry of Legal
Entities (CNPJ) 01.838.723/0001-27
Company Register Identification
Number (NIRE) 42.300.034.240
Securities and Exchange
Commission (CVM) 1629-2
Minutes of the 4th
Extraordinary Board Of Directors' Meeting
Held on February 25, 2016
1.
Date, Time and Place:
Held on February 25, 2016, at 18:00hs, at the office of BRF S.A. (“Company”)
located at Rua Hungria, No. 1.400, 5th floor, in the City of São
Paulo, State of São Paulo.
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 Bylaws, with
the majority of the members of the Board of Directors on duty attending: Messrs
Abilio dos Santos Diniz, José Carlos Reis de Magalhães Neto, Luiz Fernando
Furlan, Manoel Cordeiro Silva Filho, Renato Proença Lopes, Vicente Falconi
Campos, Walter Fontana Filho and Henri Philippe Reichstul.
4.
Agenda:
(i) appointment of the new Chief Financial and
Investor Relations Officer of the Company; and (ii)
ratification of the composition of the Board of Executive Officers of the
Company.
5.
Resolutions: After the analysis and discussion of the agenda, considering
the dismissal of Mr. Augusto Ribeiro Júnior from his position as Chief
Financial and Investor Relations Officer of the Company, as well as of Mrs. Flávia Moyses Faugeres and
of Mr. Roberto Banfi from their positions as Officers without specific
designation of the Company, the members of the Board of Directors, by unanimous
vote and without any restrictions, approved:
(i) the
appointment to the position of Chief Financial and
Investor Relations Officer of
the Company the current Officer of the Company, Mr. José Alexandre Carneiro
Borges, Brazilian, married, economics, bearer of the identity card RG nº
08582389-6 IFP/RJ and registered with the CPF/MF nº 008.585.487-55, with
professional address at Rua Hungria No. 1.400, 5th floor, in the
City of São Paulo, State of São Paulo, with term
until the Ordinary Shareholders Meeting that will resolve on the financial
statements dated as of December 31, 2016. The Board decided that the positions
occupied by the two other dismissed Officers shall remain vacant until new
resolution.
BRF
S.A.
Publicly-Traded
Company with Authorized Capital
Brazilian Registry of Legal
Entities (CNPJ) 01.838.723/0001-27
Company Register Identification
Number (NIRE) 42.300.034.240
Securities and Exchange
Commission (CVM) 1629-2
Minutes of the 4th
Extraordinary Board Of Directors' Meeting
Held on February 25, 2016
Mr. José Alexandre Carneiro Borges shall be
vested in office as Chief Financial and Investor Relations
Officer of the Company
upon execution of: (i) the respective instrument of investiture, which will be
properly registered in the corporate books of the Company, as provided in the
article 149 of Law No. 6.404/76, as amended (“Law n. 6.404/76”); (ii)
the statement mentioned in the Instruction No. 367, May 29, 2002, of the
Securities Exchange Comission; and (iii) the term of consent to the New Market
Regulation of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros.
The appointed officer confirmed
its statement, under the penalties of the law, that he is not prevented from
exercising the activities he has been designated to, due to criminal
conviction, to penalty that prevents his access to public office, or by bankruptcy
crimes, prevarication, fixer or bribery, graft, embezzlement, or against the
popular economy, against the national financial system, against antitrust
regulations, against the consumer relations, public faith, or property.
(ii) Pursuant to the above mentioned resolution, the Board of Executive
Officers shall now be composed of the following members, all with term until
the Ordinary Shareholders Meeting that will resolve on the financial statements
dated as of December 31, 2016: (a) Pedro Andrade Faria - Chief Executive
Officer; (b) José Alexandre Carneiro Borges - Chief
Financial and Investor Relations Officer; (c) Gilberto Antonio Orsato - Officer; (d) Hélio Rubens Mendes
dos Santos Júnior - Officer; (e) José Roberto Pernomian Rodrigues - Officer;
(f) Rodrigo Reghini Vieira - Officer; and (g) Simon Cheng - Officer.
The members of the Board of
Directors expressed their vote of gratefulness for the dedication of the Officers
who leave the Company in the exercise of their functions, contributing to the
development of the Company.
6.
Approval and Execution of the
Minutes: Having nothing further to
discuss, the Chairman closed the meeting by recording these minutes as a
summary, which were read, found to be compliant and signed by all members.
BRF
S.A.
Publicly-Traded
Company with Authorized Capital
Brazilian Registry of Legal
Entities (CNPJ) 01.838.723/0001-27
Company Register Identification
Number (NIRE) 42.300.034.240
Securities and Exchange
Commission (CVM) 1629-2
Minutes of the 4th
Extraordinary Board Of Directors' Meeting
Held on February 25, 2016
Board:
Abilio
dos Santos Diniz
Presidente
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Larissa
Brack
Secretária
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Members
of the Board of Directors:
Abilio
dos Santos Diniz
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Henri
Philippe Reichstul
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José
Carlos Reis de Magalhães Neto
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Luiz
Fernando Furlan
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Manoel
Cordeiro Silva Filho
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Paulo
Guilherme Farah Correa
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Renato Proença Lopes
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Walter
Fontana Filho
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