Unassociated Document
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the
month of April, 2008
Commission
File Number: 001-33356
Gafisa
S.A.
(Translation
of registrant’s name into English)
Av.
Nações Unidas No. 4777, 9th floor
São
Paulo, SP, 05477-000
Federative
Republic of Brazil
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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:
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
GAFISA
S.A.
CNPJ/MF
No. 01,545,826/0001-07
NIRE
35300147952
Publicly-held
Corporation
Annual
General Shareholders’ Meeting of Gafisa S.A. (the “Company”) held on April 4,
2008, drawn in summary form
1.
Date, Time and Place:
On
April 4, 2008, at 9:00 a.m., in the city of São Paulo, State of São Paulo, at
Avenida das Nações Unidas, 8.501, 19º andar.
2.
Call Notice:
The
call notice was published at the “Diário Oficial do Estado de São Paulo”, on
March 6, 7 and 8 of 2008, on pages 27, 63 and 50, respectively, and at “Valor
Econômico - Edição Nacional”, on March 6, 7 and 10 of 2008, on pages A10, A17
and B07,
respectively.
3.
Attendance:
The
shareholders representing 63.7% of the Company’s total voting capital, including
the Officers, Wilson Amaral de Oliveira and Alceu Duilio Calciolari, as per
the
signatures of the “Shareholders’ Attendance Book”. In addition, the
representative of the independent
auditors, PricewaterhouseCoopers Auditores Independentes, Mr. Eduardo Rogatto
Luque (CRC 1SP166259/O-4).
4.
Presiding Board: Chairman:
Wilson
Amaral de Oliveira; and Secretary:
Fabiana
Utrabo Rodrigues.
5.
Resolutions: By
shareholders representing 63.7%
of the
Company’s voting capital present
at the meeting,
the
dissenting votes and abstentions recorded following each resolution, the
following resolutions have been taken:
5.1.
The
minutes of this Meeting will be drawn-up in summary form and published without
the signatures of the shareholders, as permitted by paragraphs 1 and 2 of
Article 130 of Law No. 6,404/76.
5.2.
To
approve, after being examined and discussed, with no restrictions, the following
documents prepared by the management regarding the fiscal year ended December
31, 2007: (i) the Management Report; and (ii) the Financial Statements of the
Company, along with the Explanatory Notes and the Accounting Firm Report, which
were entirely published in the newspaper “Diário Oficial do Estado de São
Paulo”, on March 5, 2008, pages 24, 25 and 26 , and in the newspaper “Valor
Econômico - Edição Nacional”, on March 5, 2007, pages C06, C07 and C08, having
the legal term being complied with.
The
holders of 5,962 ADRs voted against this resolution. The holders of 1,265,486
ADRs, Msci
Brazil (Free) Index Fund, Barclays Global Investors, N.A., Emerging Markets
Sudan Free Equity Index Fund, Ishares
Msci Bric Index Fund abstained from voting.
5.3.
To
approve, with no restrictions, the proposal to allocate the 2007 fiscal year’s
net profits, on the total amount of R$
113,602,923.62,
as
evidenced in the Explanatory Notes of the Financial Statements hereby approved,
as per the recommendation of the Board of Directors recorded in the minutes
of
the meeting held on March 4, 2008, in the following manner:
(a)
R$
5,680,146.18 for the legal reserve;
(b)
R$
26,980,694.36
for
payment of the minimum mandatory dividend, pursuant to item 5.4 below; and
(c)
The
remaining, on the amount of R$ 80,942,083.08,
for the
constitution of the statutory reserve, pursuant to Article 36,
§
2º,
(c) of the Company’s bylaws.
Holders
of 17,342 ADRs voted against this resolution. Holders of 14.416 ADRs abstained
from voting.
5.4.
Pursuant
to item 5.3.(b) above, to distribute dividends, on the total amount of
R$26,980,694.36,
as payment of the mandatory dividend related to the fiscal year ended December
31, 2007, corresponding to R$0.2084
per share, excluding treasury shares, and debt to the net profits’ account. The
payments of such dividends shall be made on April
29,
2008,
based
on the shareholding position of April 4,
2008
for Bovespa
shareholders and April 9,
2008
for NYSE
shareholders, with no monetary adjustments. The shares and ADRs will be
negotiated ex-dividends
as of
April 7,
2008.
The shareholders with credit option registered with Banco
Itaú S.A., Depositary Institution of the Company’s shares, shall have their
dividends automatically credited until April 29, 2008. The shareholders that
do
not have credit option registered with Banco Itaú S.A. shall, as of this date,
seek a branch of Banco Itaú S.A. to update their data to afterwards receive
their dividends, which shall occur until April 29, 2008, observing the minimum
term for deposit of three business days counted as of the update of their data.
The dividends of the shareholders using fiduciary custody of CBLC
- Companhia Brasileira de Liquidação e Custódia
shall,
on April 29, 2008, be credited pursuant to the registrations of that
Institution.
5.5.
To
ratify
the amount of R$ 4,995,000.00 paid as global remuneration of the Company’s
administrators for 2007 and determine the amount of the annual global
compensation of the Company’s administrators during the 2008 fiscal year of up
to R$ 5,445,000.00, as both fixed and variable compensation, including benefits
of any nature. The Board of Directors shall establish the individual amounts
to
be distributed to each of the Company’s administrators, considering his
responsibilities, the time dedicated to his functions, his competence and
professional reputation and the value of his services in the
market.
Holders
of 26,728 ADRs and Stichting Pensionfonds Abp voted against this resolution.
Holders of 26,918 ADRs, American Fund Insurance Series Global Small
Capitalization Fund, Smallcap World Fund Inc and American Funds Insurance Series
New World Fund abstained from voting.
5.6.
To
elect
the sitting members of the Company’s Board of Directors, whose term of office
will be of 2 years, until the Annual General Meeting of 2010, following the
indication of the Nominating and Governance Committee, as follows: (1) to
reelect: (i) GARY
ROBERT GARRABRANT,
North-American, married, businessman, bearer of North-American Passport No.
025876261, enrolled with the CPF/MF under No. 743,170,831-91, domiciled in
the
City of Chicago, State of Illinois, United States of America, at Two North
Riverside Plaza, suite 700; (ii) THOMAS
JOSEPH MCDONALD,
North-American, married, businessman, bearer of North-American Passport No.
700.909.550 and enrolled with the CPF/MF under No. 741.625.861/87, domiciled
in
the City of Chicago, State of Illinois, United States of America, at Two North
Riverside Plaza, suite 700; (iii) RENATO
DE ALBUQUERQUE,
Brazilian, married, Architect Engineer, bearer of the Identity Card RG No.
856.180/SSP-SP, and enrolled with the CPF/MF under No. 007.477.268-68, resident
and domiciled in the City of Barueri, State of São Paulo, at Alameda Noruega,
No. 316, Alphaville Residencial 1; (iv) FÁBIO SCHVARTSMAN,
Brazilian, Engineer, married, bearer of the Identity Card RG No. 4.144.579,
SSP/SP and enrolled with the CPF/MF under No. 940.563.318-04, resident and
domiciled in the City of São Paulo, State of São Paulo, at Rua Conselheiro
Torres Homem, 401; (v) CAIO
RACY MATTAR,
Brazilian, married, Civil Engineer, bearer of the Identity Card RG No.
5.396.320-9 SSP/SP and enrolled with the CPF/MF under No. 034.118.768-24,
domiciled in the City of São Paulo, State of São Paulo, at Av. Brigadeiro Luiz
Antonio, 3.172, Jd. Paulista, CEP 01402-901; (vi) RICHARD
L. HUBER,
American, married, Businessman, bearer of the Identity Card RNE No. W230612-E
and enrolled with the CPF/MF under No. 020.363.638-49, domiciled in the City
of
New York, State New York, United States of America, at 139 W. 78th St; and
(2)
to elect (vii) GERARD
DINU REISS,
naturalized Brazilian, married, Engineer, bearer of the Identity Card RG No.
3,175,254, SSP/SP, enrolled with the CPF/MF under No. 232,318,908-53, domiciled
in the City of São Paulo, State of São Paulo, at Rua Cordeiro Galvão, 301, Alto
de Pinheiros, CEP 05450-020. The last four members were elected as independent
Board members; remaining two vacant seats at the Board of
Directors.
Holders
of 14,550 ADRs voted against this resolution. Holders of 8,792,452 ADRs, Morgan
Stanley Investment Management Emerging Markets Trust, Bell Atlantic Master
Pension Trust, Van Kampen Series Fund Inc Van Kampen Emerging Markets Fund,
Japan Trustee Services Bank, Ltd. as T F S T A B Co Ltd Tr F and The Latin
America Discovery Fund Inc abstained from voting.
5.7.
To
record
that the résumés of the Board members elected hereby have been presented to the
General Meeting, in compliance with paragraph 2 of article 3 of Instruction
CVM
No. 367/02. The new Board member, after executing the Deed of Consent of
Managers to the rules of the São Paulo Stock Exchange’s (Bolsa
de Valores de São Paulo - BOVESPA)
Novo
Mercado Listing Rules and once holder of at least 1 share of the capital stock
of the Company will take office upon execution of the investiture instrument
in
the appropriate book.
5.8.
Due
to
the non-presentation of the request foreseen in paragraph 2 of Article 161
of
Law No. 6,404/76, the Fiscal Council was not installed.
6.
Closing: As
there
were no further issues to be addressed, the meeting was closed, and the present
Minutes were drawn up, as a summary, which, after being read and found in
appropriate terms, was signed by all in attendance. Signatures:
Wilson
Amaral de Oliveira, President; Fabiana Utrabo Rodrigues, Secretary; Wilson
Amaral de Oliveira, Chief Executive Officer; Alceu
Duilio Calciolari, Investor Relations and Chief Financial Officer; Eduardo
Rogatto Luque, PricewaterhouseCoopers Auditores Independentes; EIP Brazil
Holdings, Gary Robert Garrabrant, Thomas Joseph McDonald, Represented
by Ronald Herscovici; Wilson
Amaral de Oliveira; Alceu
Duilio Calciolari; Citibank
NA, Represented
by Diego dos Santos Gomes Silva; Janus
Overseas Fund, Smallcap World Fund Inc, Fidelity Emerging Markets Fund, Aim
Developing Markets Fund, Vanguard Emerging Markets Stock Index Fund, Aim
International Emerging Growth Fund, Alpine International Real Estate Equity
Fund, Harbor International Growth Fund, Morgan Stanley Investment Management
Emerging Markets Trust, The Marsico International Opportunities Fund, American
Fund Insurance Series Global Small Capitalization Fund, Janus Adviser
International Growth Fund, Schroder Brics Equity Mother Fund, American Funds
Insurance Series New World Fund, ING Marsico International, Opportunities
Portfolio, TCW Americas Development Association LP, Fidelity Investment Trust
Latin America Fund, College Retirement Equities Fund, Bell Atlantic Master
Pension Trust, Fidelity Advisor Series VIII Latin America Fund, Telcordia
Technology Pension Plan, Van Kampen Series Fund Inc Van Kampen Emerging Markets
Fund, The Master Trust Bank of Japan Ltd. Re: Mtbc400035147, The Texas Education
Agency, SPDR S&P Emerging Latin Amer ETF, Fidelity Latin America Fund, Eaton
Vance Structured Emerging Markets Fund, Rockfeller Brothers Fund, John Hancock
Trust International Equity Index Trust A, John Hancock Trust International
Equity Index Trust B, John Hancock Trust International Opportunities, John
Hancock Funds II International Equity Index Fund, Turner International Core
Growth Fund, Balentine International Equity Fund Select LP, Oppenheimer
International Small Company Fund, Norges Bank, Axa Premier Vip Trust - Axa
Premier Vip International Equity Portfolio, Eq Advisors Trust, Stichting
Pensionfonds Abp, The Wellcome Trust Limited, The Latin America Discovery Fund
Inc, Japan Trustee Services Bank, Ltd. as T F S T A B Co Ltd Tr F, Fidelity
Investment Services Ltd. For O B F I M Fund, Vanguard Investment Series Plc,
Morgan Stanley Offshore Emerging Markets Fund, JPMorgan Latin America Fund,
Blue
Ride Limited Partnership, Blue Ride Offshore Master Ltd Partnership, Taconic
Master Fund 1.5 Lp, Taconic Master Fund Lp, Ishares
Msci Brazil (Free) Index Fund, Barclays Global Investors, N.A, Emerging Markets
Sudan Free Equity Index Fund, Ishares
Msci Bric Index Fund, Fidelity Funds - Latin America Fund, Fidelity Funds -
Emerging Markets Fund, Emerging Markets Equity Managers: Portfolio 1 Offshore
Master LP, W T I T I B of the International Mul Serv, IBM Tax Deffered Savings
Plan, State B A T C I F F T R Plans, Represented
by Alder Thiago Bastos.
São
Paulo, April 4, 2008.
Fabiana
Utrabo Rodrigues
Secretary