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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
1.
Date, Time and Place:
Held on February 26, 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 totality 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, Henri Philippe Reichstul and Paulo Guilherme
Farah Correa.
4.
Agenda:
Resolve on a new Share Buyback Program of the Company.
5.
Resolutions: After the analysis and discussion of the agenda, the
members of the Board of Directors, by unanimous vote
and without any restrictions, approved the opening of a share buyback program
of stocks issued by the Company ("Share Buyback Program"), in
which up to twenty million (20,000,000) common stocks, registered and with no
par value, issued by the Company may be purchased, without any reduction of the
capital stock, in accordance with the terms and conditions set forth in Annex
I hereto. The stocks purchased pursuant to the Share Buyback Program may be
canceled, used for performance of the Stock Option Plan, Restricted Share Grant
Plan or assigned to any other plans approved by the Company. The Company's
Executive Board is authorized to act as required to perform the resolutions
hereby made, and it may also define the time and quantity of stocks to be
purchased in a single operation or in a series of operations, in compliance
with the limits and restrictions set forth in Law No. 6.404, of December 15,
1976, as amended, and at CVM Instruction No. 567, of September 17, 2015.
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 5th Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
6. Documents Filed at the Company: The documents related to the subjects in the agenda supporting the resolutions made by the Board of Directors' members and/or information provided during the meeting are filed at the Company's headquarters.
7. 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. Signatures: Board: Mr. Abilio dos Santos Diniz – Chairman; Mrs. Larissa Brack Trisotto – Secretary. Board of Directors: 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, Henri Philippe Reichstul and Paulo Guilherme Farah Correa.
I hereby certify that this is a true copy of the minutes recorded in Book No. 5 pages 19 to 24, of minutes of Ordinary and Special Board of Directors' Meetings of the Company.
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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
ANNEX I
Trading
of Shares Issued by the Company
(as
per Annex 30 - XXXVI of ICVM 480)
1.
Justify, in details, the purpose and expected economic effects of the
operation.
The
Company’s share buyback program aims at the efficient investment of available
funds in order to maximize the company's use of proceeds and value creation for
shareholders.
2.
State the number of (i) outstanding and (ii) treasury shares
The
Company has, on the date hereof: (i) 776,581,010 outstanding shares; of which
(ii) 5,818,401 shares are held in treasury.
3.
State the number of shares that may be purchased or disposed of.
The
Company may purchase up to 20,000,000 common shares, registered and with no par
value, issued by itself.
4.
Describe the main characteristics of the derivative instruments that the company
may use, if any.
Not
applicable, since the Company will not use derivative instruments.
5.
Describe, if any, the existing agreements or voting instructions between the
company and the counterparty in the transactions
Not
applicable, considering that the Company will perform the acquisitions in the
stock exchange, having no knowledge of who will be the counterparties in such
transactions.
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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
6. In the event of transactions carried
out outside of the organized securities markets, state:
a.
the maximum (minimum) price for which the shares will be purchased (disposed
of); and
b.
as the case may be, the reasons for performing the transactions at prices more
than ten percent (10%) higher, in the case of purchase, or more than ten
percent (10%) less, in the case of disposal, than the average price, weighted
by volume, within ten (10) previous trading days.
Not
applicable, since the transactions will be carried out in the stock exchange.
7.
State, if any, the impacts that the trading will have on the composition of the
shareholding or corporate structure;
Not
applicable, since the Company does not expect any impacts on the Company’s
shareholding or corporate structure.
8.
Identify the counterparties, if known, and, in the case of related party to the
company, as defined by accounting rules that address this matter, provide the
information required by article 8 of CVM Instruction no. 481, of December 17,
2009;
Not
applicable, considering that the Company will perform the acquisitions in the
stock exchange, having no knowledge of who will be the counterparties in such
transactions.
9.
Indicate the use of the assessed proceeds, as the case may be.
Not
applicable, since the Company will not assess the proceeds; the purchased
shares will be held in treasury and may be used to fulfill the exercise of
stock option plan under the Share Incentive Plan, for
subsequent disposal, in public or private transactions (subject to the
necessary approvals), as well as cancellation.
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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
10.
Indicate the maximum term for the settlement of authorized operations
The
settlement of operations will be carried out within twelve (12) months,
beginning on February 29, 2016 and ending on February 28, 2017.
11.
Identify institutions that will act as intermediaries, if any.
The
following financial institutions will act as intermediaries for transactions
involving the purchase of the shares at BM&FBOVESPA: (i) Bradesco S.A. Corretora
de Títulos e ValoresMobiliários, established at Av. Paulista, 1450, 7th
floor, Bela Vista, in the City of São Paulo, SP, enrolled with the CNPJ under
the No. 61.855.045/0001-32; (ii) CitiGroup Global Markets Brasil Corretora de
Câmbio, Títulos e Valores Mobiliários S/A, established at Av. Paulista, 1111,
14th floor, Bela Vista, in the City of São Paulo, SP, enrolled with
the CNPJ under the No. 33.709.114/0001-64; (iii) Itaú Corretora de Valores
S.A., established at Av. Brigadeiro Faria Lima, 3500, 3rd floor,
Itaim Bibi, in the City of de São Paulo, SP, enrolled with the CNPJ under the
No. 61.194.353/0001-64; (iv) Merrill Lynch S.A. Corretora de Títulos e
ValoresMobiliários, established at Av. Brigadeiro Faria Lima, 3400, conjunto
161, part A, Itaim Bibi, in the City of São Paulo, SP, enrolled with the CNPJ
under the No. 02.670.590/0001-95; (v) Santander Corretora de Câmbio e Valores
Mobiliários S.A., established at Av. Presidente Juscelino Kubitschek, 2235, 24th
floor, in the City of São Paulo, SP, enrolled with the CNPJ under the No.
51.014.223/0001-49; (vi) UBS Brasil Corretora de Câmbio, Títulos e Valores
Mobiliários S/A, established at Av. Brig. Faria lima, 4440, 7th
floor, Itaim Bibi, in the City of São Paulo, SP, enrolled with the CNPJ under the
No. 02.819.125/0001-73; and (vii) XP Investimentos Corretora de Câmbio, Títulos
e Valores Mobiliários S/A, established at Av. Brigadeiro Faria Lima, 3600, 10th
floor, in the City of São Paulo, SP, enrolled with the CNPJ under the No.
02.332.886/0001-04.
12.
Specify the available funds to be used as provided for in article 7, paragraph
1, of CVM Instruction no. 567, of September 17, 2015.
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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
The
purchase of shares will occur upon investing available funds arising from the
Profit Reserve account: (i) that, according to the Financial Statements, date
base of December 31, 2015, as approved in the Board of Directors’ meeting held
on February 25, 2016, was of R$ 1,078,453 thousand; as well as (ii) that become
available, in accordance with the applicable laws, as per the Intermediate
Financial Statements of the Company to be disclosed during the Share Buyback
Program.
13.
Specify the reasons why the board of directors' members are comfortable that
the buyback of shares will not affect the fulfillment of obligations towards
creditors or the payment of mandatory dividends, either fixed or minimum.
The
Company has been demonstrating full capacity of paying its financial
commitments, since its operations are strongly cash-generating and the loans
granted to customers are essentially short term.
The
amount to be used for the buyback of all of the 20,000,000 shares would
correspond, considering the average price between January 25, 2016 and February
25, 2016, to approximately R$ 1,016,000 thousand. This amount represents
about 11.9% of the Company's cash, as provided in the Financial Statements,
date base of December 31, 2015, as approved in the Board of Directors’ meeting
held on February 25, 2016.
In
view of the small percentage in cash, such amount represents that, as well as
the management's overall evaluation regarding the Company's financial
situation, members of the board of directors are comfortable that the buyback
of shares shall not affect the fulfillment of obligations towards creditors,
nor the payment of mandatory dividends, either fixed or minimum.
São Paulo, February 26, 2016.
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 5th
Extraordinary Board Of Directors' Meeting
Held on February 26, 2016
____________________________________
Larissa
Brack
Secretary
BRF (NYSE:BRFS)
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