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 June, 2008
Commission
File Number: 001-33356
Gafisa
S.A.
(Translation
of registrant’s name into English)
Av.
Nações Unidas No. 8501, 18th 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
Extraordinary
General Shareholders’ Meeting of Gafisa S.A. (the “Company”) held on June 18,
2008, drawn in summary form
1.
Date, Time and Place:
On June
18, 2008, at 10:00 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 at fist call was published at the “Diário Oficial do Estado de São
Paulo”, on May 31, and June 3 and 4 of 2008, on pages 13, 14 and 15,
respectively, and at “Valor Econômico - Edição Nacional”, on June 2, 3 and 4 of
2008, on pages A06, B07 and B02,
respectively.
3.
Attendance:
The
shareholders representing 26.10%
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”.
4.
Presiding Board: Chairman:
Wilson
Amaral de Oliveira; and Secretary:
Fabiana
Utrabo Rodrigues.
5.
Resolutions: By
shareholders representing 26.10%
of the
Company’s voting capital present
at the meeting,
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, by majority votes of the presents
at the meeting, a new Stock Option Plan to be granted to administrators and
employees of the Company, according to the draft included in the Exhibit I,
observing the preservations of the previous plans.
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; EIP
Brazil Holdings, Gary Robert Garrabrant, Thomas Joseph McDonald, Represented
by Ronald Herscovici; Wilson
Amaral de Oliveira; Alceu
Duilio Calciolari; Odair
Garcia Senra, Mario Rocha Neto,
Represented by Alceu Duilio Calciolari; Renato
de
Albuquerque, Nuno Luís de Carvalho Lopes Alves,
Represented by Alceu Duilio Calciolari;
Blue
Ride Limited Partnership, Blue Ride Offshore Master Ltd Partnership, Taconic
Master Fund 1.5 Lp, Taconic Master Fund Lp, Taconic Capital Partners LP, Taconic
Capital Partners 1.5 LP, Morgan Stanley Offshore Emerging Markets Fund, EQ
Advisors Trust, Japan Trustee Services Bank, Ltd. as T F S T A B Co Ltd Tr
F,
The Boeing Company Employee Retirement Plan Master Trust, Norges Bank, Vanguard
Investment Series PLC, Franklin Templeton Investment Funds, Axa Premier Vip
Trust - Axa Premier Vip International Equity Portfolio, Fidelity Investment
Services Ltd. For O B F I M Fund, The Wellcome Trust Limited, Morgan Stanley
Emerging Markets Fund, Inc, The Universal Institutional Funds, Inc., Emerging
Markets Equity Portfolio, Morgan Stanley Institutional Funds, Inc., Emerging
Markets Portfolio, The Latin American Discovery Fund Inc, The Master Trust
Bank
of Japan Ltd. Re: Mtbc400035147, Vanguard Emerging Markets Stock Index Fund,
Rockefeller Brothers Fund, Inc, Bell Atlantic Master Pension Trust, Telcordia
Technologies Pension Plan, Ohio School Employees´Retirement System, The Texas
Education Agency, Fidelity Emerging Markets Fund, State Street Emerging Markets,
Morgan Stanley Investment Management Emerging Markets Trust, The Brazil MSCI
Emerging Markets Index Common Trust Fund, IBM Savings Plan, The Marsico
International Opportunities Fund, State ST BK and TR CO Investment Funds for
Tax
Ex Retirement Plans, Harbor International Growth Fund, Teachers Retirement
System of Texas, 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, SPDR S&P Emerging Latin America ETF, ING Marsico International
Opportunities Portfolio, Alpine International Real Estate Equity Fund, RCM
Commingled Funs LLC, for and O, Alpine Global Premier Properties F, Schroder
Brics Equity Mother Fund, Turner International Core Growth Fund, ABU Dhabi
Retirement Pen & Bene Fd, NTGI - QM Commom Daily All Country W Ex-Us Equity
Index F-Lending, NTGI - Quantitative Management Collective Funs Trust, 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 - Emerging Markets Fund, College Retirement Equities Fund, Represented
by George Washington T. Marcelino
São
Paulo, June 18, 2008.
Fabiana
Utrabo Rodrigues
Secretary
EXHIBIT
I TO THE MINUTES OF
EXTRAORDINARY
GENERAL SHAREHOLDERS’ MEETING OF GAFISA S.A. HELD ON JUNE 18,
2008
GAFISA
S.A.
CNPJ/MF
nº 01.545.826/0001-07
NIRE
35.300.147.952
STOCK
OPTION PLAN
approved
by the Extraordinary General Meeting held on June, 18 2008
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1.
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Objectives
of the Option Grant
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1.1. The
objective of the Stock
Option Plan of
GAFISA
S.A. (“Company”),
set
forth in compliance with Article 168, §3, of Law No. 6,404/76 (the “Plan”)
is to
attract and retain executives of the Company and its direct and indirect
affiliates (included in the definition of Company for means of this Plan),
granting Company’s management and employees the opportunity of becoming
shareholders of the Company, therefore obtaining higher alignment of their
interests with those of the shareholders, as well as the parting of capital
market risks, thus achieving the Company’s purposes and the interests of its
shareholders, as well as generating incentives for the retention of its key
collaborators.
1.2. The
management and employees of the Company indicated by the Board of Officers
according to performance evaluation criteria and approved by the Board of
Directors are eligible to participate in the Plan (“Beneficiaries”).
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2.
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Shares
Included in the Plan
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2.1. The
granting of options must be within the maximum limit of 5% (five per cent)
of
the total shares of Company’s capital, considering, within this total, the
dilution effect resulting from the exercise of all granted and unexercised
options.
2.2. Once
the
Beneficiaries exercise the option, the corresponding shares shall be issued
through a capital increase. Options for the purchase of shares held in treasury
may also be offered to the Beneficiaries.
2.3. The
shareholders, pursuant to Article 171, §3, of Law No. 6,404/76, will have no
right of first refusal or preemptive right on the occasion of the establishment
of the Plan or the exercise of the stock options derived from the
Plan.
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3.
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Administration
of the Plan
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3.1. The
Plan
will be managed by the Board of Directors or, at its discretion, by a Committee
of 3 (three) members, being at least one of the members necessarily a member
(effective or alternate) of the Board of Directors.
3.2. The
Committee members - but not those of the Board of Directors when acting in
the
capacity of a committee - are prevented from being eligible to options under
the
Plan.
3.3. The
Board
of Directors or the Committee, as the case may be, shall have extensive powers,
in accordance with the terms of the Plan, and, in the case of the Committee,
with the Board of Directors’ directives, to organize and manage the Plan and
option grants.
3.4. The
Board
of Directors or the Committee, as the case may be, may, at any time, always
subject to item 3.4.1, (i) amend or terminate the Plan; (ii) establish
regulations applicable to overlooked issues; and (iii) postpone, but never
advance, the deadline for the exercise of granted options.
3.4.1. Notwithstanding
the provisions of item 3.4, no decision of the Board of Directors or of the
Committee may, except with regard to the adjustments permitted under this Plan,
increase the total limit of shares that may be awarded through the exercise
of
granted options; or amend or adversely affect, without the Beneficiary’s
consent, any rights or obligations under any existing agreement or option
grant.
3.5. The
resolutions of the Board of the Directors or of the Committee, as the case
may
be, concerning the matters related to the Plan are binding upon the Company
and
the Beneficiaries.
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4.
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Option
Terms and Conditions
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4.1. The
Board
of Directors or the Committee, as the case may be, will periodically establish
Stock Option Programs (the “Programs”),
which
will define: (i) the Beneficiaries; (ii) the total number of shares of the
Company to be granted and, when the case, their division in batches; (iii)
the
exercise price, in accordance with item 6 below; (iv) the vesting periods,
the
periods for exercising the options and the deadline for the total or partial
exercise of vested options and in which the rights deriving from the option
will
expire; (v) when the case, restrictions to negotiation of the shares awarded
through the exercise of options; and (vi) performance goals for executives
and
employees, in order to establish clear criteria for the appointment of
Beneficiaries and the determination of the number of options they are entitled
to.
4.2. The
Board
of Directors or the Committee, as the case may be, may grant, under the aegis
of
each Program, different types of options to certain Beneficiaries (the
“Options
“B””).
The
exercise of Options “B”, if granted, is subject to the proportional exercise of
the regular options granted under this Plan, according to the terms and
conditions set forth in each Program, and to the lapse of, at least, 2 (two)
years, as of the grant date.
4.3 The
Board
of Directors or the Committee, as the case may be, always within the global
limit set forth in item 2.1, may aggregate new Beneficiaries to existing
Programs, stipulating the number of shares that the Beneficiary may acquire
and
adjusting the Exercise Price.
4.4
At
the
time each Program is approved, the Board of Directors or the Committee, as
the
case may be, will establish the terms and conditions of each option in a Stock
Option Agreement (“Agreement”),
to be
executed between the Company and each Beneficiary. The Agreement shall determine
the number of shares that the Beneficiary will have the right to acquire or
subscribe through the exercise of the options and the acquisition price per
share, according to the Program, and any other terms and conditions that are
not
contrary to the Plan or the corresponding Program.
4.5
The
shares resulting from the exercise of the option will bear the rights
established in the Plan, in the corresponding Programs and in the Agreement,
and
will always bear the right to receive dividends that are distributed as of
the
subscription or acquisition, as the case may be.
4.6
No
share
will be handed over to the Beneficiary through the exercise of the options
unless all legal and regulatory requirements have been fully complied
with.
4.7
No
provision of the Plan, of any Program or of the Agreement will confer rights
to
any Beneficiary with regard to remaining in the position of an executive and/or
employee of the Company, and will not in any manner whatsoever affect the rights
of the Company to, at any time, terminate the employment contract or interrupt
the term of office.
4.8
The
Beneficiary will have no rights and privileges of Company shareholder, except
those related to the Plan, with respect to the options object of the Agreement.
The Beneficiary will only have the rights and privileges inherent to the
condition of Company shareholder from the moment of the effective acquisition
or
subscription of the shares resulting from the exercise of options.
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5.
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Exercise
of the Option
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5.1. The
options may be totally or partially exercised during the term and within the
periods established in the corresponding Agreements, subject to the provision
of
item 4.2.
5.2. The
Beneficiaries will be subject to the restrictive rules regarding the use of
privileged information applicable to publicly-held companies in general and
to
those established by the Company.
6.1. The
issue
or purchase price, in the event the Company decides to use treasury shares
on
the occasion of the exercise of the options (subscription and purchase herein
jointly referred to as “acquisition” for purposes of this Plan), of the shares
to be acquired by the Beneficiaries through exercising the options
(“Exercise
Price”)
will
be determined by the Board of Directors or by the Committee, as the case may
be,
and will be equivalent to the average closing price of the shares in the last
30
(thirty) trading sessions of the São Paulo Stock Exchange (BOVESPA), immediately
preceding the date of the option grant, and may be adjusted to inflation, based
on the variation of a price index to be determined by the Board of Directors
or
the Committee, as the case may be, and added interest, also at the Board of
Directors’ or the Committee’s discretion, as the case may be.
6.2 The
Exercise Price of Options “B”, if granted, will be R$ 0,01 (one cent), in
accordance with the provisions of this Plan and of the Programs, especially
in
item 4.2.
6.3
The
Exercise Price will be paid by the Beneficiaries in cash on the date of
acquisition, as determined by the Board of Directors or by the Committee for
each Program.
6.4
The
Board
of Directors or the Committee, as the case may be, may determine that the
Beneficiary commit part of the annual gratification paid by the Company to
the
Beneficiary, on account of bonus or profit sharing, net of income tax and other
assessed charges (“Bonus”)
to the
acquisition of shares deriving from the exercise of granted
options.
7.1
Unless
otherwise decided by the Board of Directors or the Committee, as the case may
be, the Beneficiary may only sell, transfer or dispose, in any manner
whatsoever, of the Company shares acquired through the exercise of the options,
as well as those that may be acquired thereby through bonuses, stock splits,
subscription or any other form of acquisition, or securities that grant the
right to subscribe or acquire shares, provided that shares or securities have
derived for the Beneficiary from the ownership of the shares covered by the
Plan
(jointly, the “Shares”),
if
the minimum non-availability period established in each Program for each batch
of shares, which shall never be greater than 2 (two) years as of the date of
acquisition.
7.1.1Notwithstanding
the provisions set forth above, the Beneficiary may dispose, at any time, of
the
number of shares necessary to carry out the payment of the Exercise Price of
the
options to be exercised under the aegis of the Programs.
7.1.2
The
Shares acquired through exercise of Options “B”, if granted, may be sold,
transferred or, in any manner, disposed of at any time, from the moment of
their
acquisition.
7.2
The
Beneficiary undertakes not to encumber the Shares and not to impose any charges
thereon that may impede compliance with the provisions in this
Plan.
7.3
The
Board
of Directors or the Committee, as the case may be, may determine that the
transfer of Shares be subject to the right of first refusal or preemptive right
of the Company, in equal conditions. In this case, the Company may indicate
one
or more third parties to exercise the option in the same conditions, whether
Beneficiaries of the Plan or not.
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8.
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Termination
of the Employment Contract or Term of Office for
Cause
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8.1. In
the
event of termination of the employment contract or term of office of the
Beneficiary for cause, all vested or unvested options not exercised will forfeit
with no indemnification rights. The restriction period imposed on the sale
of
Shares provided in item 7.1 will remain effective.
9.
Termination
of the Employment Contract or Term of Office without Cause, Resignation or
Retirement
9.1
Unless
otherwise decided by the Board of Directors or the Committee, as the case may
be, in the event of termination of the employment contract or term of office
of
the Beneficiary without cause, as well as in the event of resignation or
retirement of the Beneficiary, the following provisions shall
apply:
a) unvested
options will forfeit with no indemnification;
b) vested
and non-exercised options may be exercised within the period of 30 (thirty)
days
as of the event that originates the termination of the employment contract
or
term of office, or until the end of the period for exercising the option, if
a
period smaller than 30 (thirty) days remains;
c) the
restriction period imposed on the sale of Shares as provided in item 7.1 will
remain effective.
9.2 The
Board
of Directors or the Committee, as the case may be, will determine the treatment
to be conferred upon any Options “B” granted to the Beneficiaries in the event
of termination of the employment contract or term of office of the Beneficiary
at the Company’s discretion, without cause.
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10.
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Death
or Permanent Disability of the
Beneficiary
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10.1. Should
the Beneficiary die or become permanently disabled for the exercise of his
duties in the Company, the rights under all of the options will be extended
to
her heirs and successors, who may exercise them within a period of 180 (one
hundred and eighty) days as of the date of death or permanent
disability.
10.1.1. In
the
case of unvested options, including Options “B”, the period for exercise will be
advanced so the heirs and successors may exercise them within the period set
forth in item 9.1 above.
10.2. The
Shares that are acquired by the Beneficiary’s heirs or successors will be free
and clear for sale at any moment.
11.1. If
the
number of shares of the Company is increased or reduced as a result of stock
bonuses, grouping or splits, the appropriate adjustments will then be undertaken
to the number of Shares for which the options have been granted and not
exercised. Any adjustments to the options will be undertaken with no alteration
to the total purchase value applicable to the non-exercised portion of the
options, but with the adjustment corresponding to the price per share covered
by
the option.
11.1.1. The
adjustments pursuant to the conditions set forth in item 10.1 above will be
made
by the Board of Directors or the Committee, as the case may be, and this
resolution will be final and binding. No fraction of shares will be sold or
issued under the Plan or any of these adjustments
11.2. In
the
event of winding-up, transformation, consolidation, merger, spin-off or
restructuring of the Company, in which the Company is not the surviving entity,
or, being the surviving entity, its shares are no longer admitted to negotiation
in stock exchange markets, the options deriving from the effective Programs,
at
the discretion of the Board of Directors or the Committee, as the case may
be,
may be transferred to the succeeding company or may have their vesting periods
advanced, during a fixed term, so they can be exercised by the Beneficiary.
After this lapse of time, the Plan will be terminated and all non-exercised
options will forfeit with no indemnification.
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12.
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Starting
and Ending Date of the
Plan
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12.1. The
Plan
will enter into effect with the approval thereof by the General Meeting of
the
Company and may be terminated at any time through a decision of the Board of
Directors, without adversely affecting the continuation of the constraints
on
the transfer of shares and/or right of first refusal established herein and
the
provisions of item 3.4.1.
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13.
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Supplementary
Obligations
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13.1. Adherence.
The
execution of the Agreement will imply in the Beneficiary’s express acceptance of
all the terms of the Plan and the Program, which are fully binding upon
him/her.
13.2. Specific
Performance.
The
obligations contained in the Plan, the Programs and the Agreement are undertaken
on an irrevocable basis, valid as an extrajudicial executive title in terms
of
civil procedural law, being binding on the contracting parties and their
successors of any type whatsoever, at all times. The parties agree that these
obligations are open to specific performance, pursuant to Articles 466-A and
466-C and following of the Civil Procedural Code.
13.3. Assignment.
The
rights and obligations arising from the Plan and the Agreement may not be
assigned or transferred either fully or partially by any of the parties, nor
may
they be put up as collateral covering obligations, without the prior written
consent of the Company.
13.4. Non-Waiver.
It is
expressly agreed that should any of the Parties refrain from exercising any
right, power, resource or faculty guaranteed by law, the Plan or the Agreement,
or tolerate any late compliance with any obligations by any of the parties,
this
will not constitute a waiver, which will not prevent the other party from
exercising at any time whatsoever, and at its sole discretion, rights, powers,
resources or faculties which are cumulative and do not exclude those stipulated
by law.
13.5. Registration.
The
text of the Agreement stands as a Shareholders’ Agreement and will be registered
in the margin of the Company books and registries for all purposes of Article
118 of Law N. 6,404/76.
13.6. Venue.
The
Central Law Courts of São Paulo are hereby elected, with exclusion to any other
no matter how privileged it may be, to settle any disputes that may arise with
regard to the Plan.
14.Transitory
Provisions
14.1 The
past
stock option plans and options granted under the aegis of those plans remain
in
effect, in accordance with their clauses and conditions and with the conditions
set forth in this Plan, as applicable.