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 August, 2007
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.
TABLE
OF
CONTENTS
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Item
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1
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Communication
dated August 27, 2007, regarding Meeting of the Board of Directors
held
on August 27, 2007 - Minutes No.
129.
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GAFISA
S.A.
CNPJ/MF
No. 01.545.826/0001-07
NIRE
35.300.147.952
Publicly-Held
Company
CVM
No.
01610-1
Meeting
of the Board of Directors
held
on August 27, 2007 - Minutes No. 129
1.
DATE, TIME AND VENUE: On
August
27, 2007, at 10 am, by conference call, as expressly authorized by paragraph
2
of Article 20 of Gafisa S.A.’s (the “Company”) bylaws.
2.
CALL NOTICE AND ATTENDANCE:
The
members of the Board of Directors were regularly summoned. As all members of
Company’s Board of Directors attended the meeting, the installment and approval
quorum were verified.
3.
PRESIDING BOARD:
Chairman: Gary Robert Garrabrant. Secretary: Bianca Gentil
Ciampone.
4.
RESOLUTIONS:
The
following resolutions were unanimously taken by the board members attending
the
Meeting, with no exceptions:
4.1.
Record the
resignation of Mr. Danilo
Gamboa and
Mr.
Eduardo Alcalay,
to the
office of member of the Board of Directors of the Company to which they were
appointed on February 14, 2007, thanking them for the services rendered and
granting them the most full and irreducible release.
4.2.
Appoint,
as per the Corporate Governance Committee’s recommendation, in the manner set
forth in Article 150 of Law No. 6,404/76, Mr. BRIAN
DEVERAUX O’NEILL,
a
North-American citizen, divorced, investment banker, bearer of north-American
Passport No. 113017071, being registered before the CPF/MF, domiciled in
the
City
of New York, at 435 East 52nd Street, United States, to occupy the vacant office
of the Board of Directors, who, 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 owner of at least 1 share in the capital stock
of
the Company, will take office upon execution of the investiture instrument
in
the appropriate book.
4.3.
Record,
in addition, that Mr. Brian Deveraux O’neill will remain in the office until the
next Shareholders’ General Meeting of the Company.
4.4.
Record
that the member of the Board of Directors of the Company hereby appointed for
his office has declared (i)
not to
be prohibited, by any special law, nor to have been criminally convicted to
any
bankruptcy crime, violation of duty, bribery, graft, embezzlement, larceny,
any
crime against popular economy, public duty or property, or to any criminal
sentence that prohibits, even temporarily, the access to public offices, as
set
forth in paragraph 1 of article 147 of Law No. 6,404/76; (ii)
that he
has not been convicted to a suspension or temporary disqualification penalty
imposed by the Brazilian Securities and Exchange Commission, which would make
him ineligible for the administration offices of publicly-held companies, as
established in paragraph 2 of article 147 of Law No. 6,404/76; (iii)
to be
in compliance with the requirement of unblemished reputation established in
paragraph 3 of article 147 of Law No. 6,404/76; and (iv)
not to
hold a position in companies that may be considered Company’s market competitor,
and not to have, nor represent, interests that conflict with Company’s
interests, as set forth in items I and II of paragraph 3 of article 147 of
Law
No. 6,404/76.
4.5.
To
approve, due to the exercise of the options attached to the Option Agreements
executed with the participants under Program 2006, respecting the limit of
the
authorized capital, the issuance, for private subscription, of 2,481 common
shares, at the issue price in the total amount of R$ 51,962.11. As a consequence
of the subscription of all the issued shares, the capital stock of the Company
shall be R$ 1,220,541,918.63, divided in 132,384,879 common book-entry shares,
with no par value.
4.6.
To
approve, under item “t” of Article 21 of Company’s Bylaws, the opening of a
branch in the City of Fortaleza, State of Ceará, at Rua Pinto Madeira #1550,
conj 4, Aldeota, CEP 60150-000, in order perform residential developments in
that State, remaining the Company’s Executive Committee authorized to take all
necessary measures for the accomplishment of this resolution.
5.
CLOSING:
As
there
were no further issues to be addressed, these minutes were drawn up,
approved
and executed by the totality of the board members.
Presiding
Board:
Gary
Robert Garrabrant (Chairman), Bianca Gentil Ciampone (Secretary); Board
Members:
Gary
Robert Garrabrant, Thomas Joseph McDonald, Renato de Albuquerque, Caio Racy
Mattar, Richard L. Huber and Fabio Schvartsman.
I
certify
that this is a true copy of the minutes drawn on the respective corporate
book.
São
Paulo, August 27, 2007
___________________________________________
Bianca
Gentil Ciampone
Secretary