NET Servicos de Comunicacao S.A. 6-K 2008
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
For the month of February, 2008Commission File Number 0-28860
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Exact name of registrant as specified in its charter)
Net Communications Services Inc.
(Translation of Registrant's name into English)
Rua Verbo Divino, 1356
04719-002 - São Paulo-SP
Federative Republic of Brazil
(Address of principal executive office)
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 _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.Yes _______ No ___X____
If "Yes" is marked,
indicate below the file number assigned to the Registrant
NET SERVIÇOS DE COMUNICAÇÃO S.A.
CORPORATE TAX ID (CNPJ) # 00.108.786/0001 -65
PUBLICLY HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS MEETING
Date, time and place:
January 31, 2008, at 10:00 am, at the Company’s headquarters, at Rua Verbo Divino nº 1.356, 1º andar, Chácara Santo Antônio, in the city and state of São Paulo.
Board members representing the required quorum, as per signatures below, together with the Company’s executive officers (João Elek, Chief Financial Officer, José Antônio Félix, General Officer, and André Borges, Corporate Office), all of them assisting the works.
Jorge Luiz de Barros Nóbrega – Chairman.
1. Take cognizance of income for the fiscal year ended December 31, 2007;
2. Approve guidance of the Company’s results for the purposes of validating tax credits;
3. Take cognizance of Fiscal Council and Independent Public Accountants’ Opinion on the income for the fiscal year ended December 31, 2007;
4. Approve the management report and the financial statements for the fiscal year ended December 31,2007, as well as their disclosure to the market;
MINUTES OF THE BOARD OF DIRECTORS MEETING
5. Approve the election of the Board of Executive Officers for the two-year period between 2008 and 2010;
6. Approve the payment of interest on own capital of its subsidiaries, related to the fiscal year ended December 31, 2007;
7. Increase the Company’s capital stock from five billion, four hundred, seventy-nine million, eight hundred, ninety-one thousand, seventeen reais and sixty-five centavos (R$5,479,891,017.65) to five billion, five hundred, fifty-three million, two hundred, sixty-nine thousand, one hundred, eighty-six reais and twenty-one centavos (R$5,553,269,186.21), by means of capitalization of tax benefit in the amount of seventy-three million, three hundred, seventy-eight thousand, one hundred, sixty-eight reais and fifty-six centavos (R$73,378,168.56) resulting from the goodwill incorporated by the Company, in view of the merger of Globotel Participações S.A.;
8. Other matters of Company’s interest.
1. The board members took cognizance of physical and financial results of the Company related to the fiscal year ended December 31, 2007.
2. The board members, after review by the Company’s Fiscal Council, approved the guidance that validates the expectation of actual utilization of tax credit corresponding to accumulated losses of the Company.
3. The board members took cognizance of the Fiscal Council and Independent Public Accountants’ Opinion on the income for the fiscal year ended December 31, 2007.
4. The board members, after taking cognizance of the Fiscal Council’s opinion advising on the approval of Management Report and Financial Statements for the fiscal year ended December 31, 2007, prepared pursuant to the Brazilian Corporate Laws, approved for the purposes of forwarding to the general shareholders’ meeting, the Balance Sheet for the fiscal year ended December 31, 2007, the Management Report on the Company’s businesses and main administrative facts and the Financial Statements for the fiscal year ended December 31, 2007, as well as their disclosure to the market.
5. The board members took cognizance of the resignation submitted by Mr. Francisco Tosta Valim Filho, signed on January 15, 2008 and formalizing herein, his removal from the staff of the Company’s officers and its subsidiaries. The board members also approved Mr. JOSÉ ANTÔNIO GUARALDI FÉLIX, Brazilian citizen, engineer, married, identity card (RG) 3023331204 - SSP-RS and individual taxpayer’s register (CPF) 140.448.620-87, for the position of General Officer of the Company, and the position of Chief Operations Officer remains vacant, as well as the election of a new Officer without specific designation, Mr. EDUARDO ASPESI, Brazilian citizen, married, business administrator, identity card (RG) 7003778136 – SSP-RS and individual taxpayer’s register (CPF) 352.847.730-04, as well as the re-election of current Chief Financial and Investor Relations Officer, Mr. JOÃO ADALBERTO ELEK JUNIOR, Brazilian citizen, divorced, engineer , identity card (RG) 03.524.098-5 IFP/RJ, individual taxpayer’s register (CPF) 550.003.047-72. The term
of office of all officers elected herein is two (2) years, as of this date, who shall remain in respective positions until the effective investiture of their successors, during 2010.
5.1. The annual compensation of each Officer elected herein shall occur and eventually reviewed as per policy of compensation and organizational development adopted by the Company, observing the limit defined by the annual general meeting of 2008.
5.2. The officers elected herein have professional domicile at Rua Verbo Divino nº 1.356, 1º andar, CEP 04719-002, Chácara Santo Antônio, in the city and state of São Paulo, and declare at this meeting, under the penalties of law, that they are not involved in any crime or any type of impediment preventing them from performing their duties.
6. The board members took cognizance of credits of interest on own capital of its subsidiaries verified during the fiscal year ended December 31, 2007, as per material distributed, which after being initialed by the Secretary, shall be filed at the Company’s headquarters, and payment may be made in the fiscal year of 2008.
6.1. The board members approved the assessment and the realization of credits of interest on own capital of its subsidiaries during the fiscal year of 2008.
7. The board members approved the Company’s capital stock increase, within the limit of authorized capital set forth in article 5 of its Bylaws, in the amount of seventy-three million, three hundred, seventy-eight thousand, one hundred, sixty-eight reais and fifty-six centavos (R$73,378,168.56), and the Company’s capital stock shall increase from five billion, four hundred, seventy-nine million, eight hundred, ninety-
one thousand, seventeen reais and sixty-five centavos (R$5,479,891,017.65), to five billion, five hundred, fifty-three million, two hundred, sixty-nine thousand, one hundred, eighty-six reais and twenty-one centavos (R$5,553,269,186.21), by means of capitalization of tax benefit in that same amount resulting from the goodwill incorporated by the Company, in view of the merger of Globotel Participações S.A., which was succeeded by Roma Participações Ltda. and the latter subsequently by Globo Comunicação e Participações S.A., as authorized by CVM Rule 319/99 and pursuant to the provisions of clause 8 of the Protocol of Merger of Globotel Participações S.A. This right to be capitalized was obtained by the Company and by subsidiaries Net Belo Horizonte Ltda., Net Rio Ltda., Net Brasília Ltda. and Net São Paulo Ltda. as a result of the amortization of goodwill aforementioned during 2007, as well as tax loss rel ated to the goodwill not utilized in previous years and also utilized in 2007.
7.1. Pursuant to the provisions in CVM Rule aforementioned and article 171 of Law 6,404, as of December 15, 1976, the shares issued shall be allocated to the capitalization of credit to the benefit of its titleholder, Globo Comunicação e Participações S.A., ensuring to other shareholders the exercise of their preemptive rights in the subscription of these shares. The amounts paid by shareholders exercising the preemptive right shall be directly delivered to Globo Comunicação e Participações S.A., titleholder of right to be capitalized.
7.2. This capital increase maintains the same proportion of amount of shares of all existing types and classes, and each shareholder shall exercise the preemptive right over shares identical to those he/she owns.
7.3. The term to shareholders exercise the preemptive right is thirty (30) days, as of the date of publication of these minutes, and the following conditions shall be observed:
I. AMOUNT OF CAPITAL INCREASE
Seventy-three million, three hundred, seventy-eight thousand, one hundred and sixty-eight reais and fifty-six centavos (R$73,378,168.56) .
II. AMOUNT AND TYPE OF SHARES TO BE ISSUED
A. All the amounts of shares, proportions and prices defined herein shall be properly adjusted in the event of any splitting or reverse share split, bonuses, reclassification or similar event.
B. The Companys capital stock is herein duly ratified, taking into account that this capital increase is being paid up with the utilization of credits, the amendment to article 5 of the Companys Bylaws being subject to the examination and approval at the next general shareholders meeting, and the proposal of wording is as follows:
Article 5 The Capital Stock is five billion, five hundred, fifty-three million, two hundred, sixty-nine thousand, one hundred, eighty-six reais and twenty-one centavos (R$5,553,269,186.21), divided into one hundred, thirteen million, fifty-one thousand, five hundred and twenty-four (113,051,524) common shares and two hundred, twenty-five million, six hundred, eighty-seven thousand, five hundred and ninety-six (225,687,596) book-entry, non-par, registered preferred shares. The Capital Stock may be increased by up to six billion, five hundred million reais (R$6,500,000,000.00), regardless of amendment to Bylaws, pursuant to article 168 of Law 6,404/76, by resolution of the Board of Directors, which shall determine the issue conditions, pursuant to paragraph one of article 170 of Law 6,404/76.
III. ISSUE AND SUBSCRIPTION PRICE
Nineteen reais and ninety-two centavos (R$19.92) per each common share and per each preferred share.
IV. JUSTIFICATION FOR ISSUE PRICE
The assessment of share issue price is made based on the weighted average by volume traded of unit average price of trading on the Stock Exchange of São Paulo Bovespa of preferred shares issued by the Company over the past thirty (30) trading sessions immediately prior to the date of this meeting, counted on a retroactive basis, from January 30, 2008 to December 13, 2007, inclusive, applying a five per cent (5%) discount over this average.
The issue price shall be maintained fixed during the period reserved for the exercise of preemptive right.
V. TERM TO EXERCISE THE PREEMPTIVE RIGHT
VI. PAYMENT CONDITIONS EXERCISE OF PREEMPTIVE RIGHT
On demand, in cash, upon subscription.
VII. ELIGIBILITY TO SUBSCRIBE
A. The shareholders to have acquired their shares up to February 1, 2008 (inclusive) shall be entitled to subscription.
B. The shareholders shall receive a subscription list at the address maintained with Banco Itaú S.A., and may exercise the subscription and pay up in the same act at any branch of Banco Itaú S.A.
C. The shareholders whose custody of shares are maintained at CBLC Brazilian Clearing and Depositary Corporation shall exercise the respective rights by means of their custody agents.
All shares composing current capital stock of Net Serviços de Comunicação S.A., including the shares derived from this capital increase, shall participate under equal conditions to all benefits, including dividends and eventual capital payments to be declared by Net Serviços de Comunicação S.A.
There will be no subscription rights surplus.
X. GENERAL INSTRUCTIONS
The shareholders who do not receive the subscription list at the address maintained with Banco Itaú S.A. within the term to exercise the preemptive right shall look for any branch of Banco Itaú S.A. to request the Shares Subscription List, specifying the amount of shares to be acquired.
XI. DOCUMENTATION FOR SUBSCRIPTION AND ASSIGNMENT OF RIGHT
A. Individual: Identity Card and Individual Taxpayers Register (CPF) and proof of residence.
B. Legal entity: Company Charter or Bylaws, as well as minutes of the meeting that elected the acting board of executive officers and proof of address.
C. In the event of representation by proxy, the corresponding document shall be submitted, in addition to the documents mentioned in items above concerning the Grantor.
XII. CUSTOMER SERVICE
Branches of Banco Itaú S.A.
8. Without prejudice to resolution taken in meeting held on December 21, 2007, concerning the issue of debt, the board members authorized the Companys board of executive officers, when convenient, to adopt alternative funding instrument, fully or partially, observing the global limits of value, term and remuneration approved.
Nothing else to discuss, the meeting was adjourned to draw up these minutes, which after being read, were approved and signed by all attending board members as well as by the Secretary and invitee.
Chairman: Jorge Luiz de Barros Nóbrega
Secretary: André Müller Borges
Rossana Fontenele Berto
Marcos da Cunha Carneiro
Juarez de Queiroz Campos Júnior
Sérgio Lourenço Marques
Augusto Cesar Roxo U. Rocha Filho
Carlos Henrique Moreira
Jose Formoso Martinez
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 01, 2008
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.