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
35.300.147.952
Publicly-Held
Company
Meeting
of the Board of Directors of Gafisa S.A. (“Company”) held on June 6, 2008,
prepared in summary form
1.
Date,
Time and Venue: June
6,
2008, at 10:00 am, by conference call, as expressly authorized by Article
20,
§2º, of the Company bylaws.
2.
Call
Notice and Attendance: The
members of the Board of Directors were regularly summoned. As all members
of the
Company’s Board of Directors attended the meeting, the instatement and approval
quorum were verified.
3.
Presiding
Board: Chairman:
Gary
Robert Garrabrant. Secretary:
Fabiana
Utrabo Rodrigues.
4.
Resolutions:
It was
resolved, unanimously, by the present Board Members and without any
restrictions:
4.1. To
register the resignation of Mr. Fábio Schvartsman
as
member of the Company’s Board of Directors, for which he was reelected on April
4, 2008, thanking him for the services rendered to the Company and granting
him
the fullest and unrestricted discharge.
4.2.
To
nominate, pursuant to Article 150 of Law 6.404/76, as independent member,
to
continue the term of office of the resigning member, Mr. José
Écio Pereira da Costa Júnior,
Brazilian, married, Business Consultant, bearer of the Identity Card (RG)
No.
4.762.308 and registered with the CPF/MF under No. 359.920.858-15, resident
and
domiciled in the city of Curitiba, state of Paraná, with offices at Av.
República Argentina, n° 665, conjuntos 906 e 907, CEP 80240-210. 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 S.A. - BVSP)
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. The member of the Board will serve office until the
next
shareholders’ meeting following the Extraordinary General Meeting to be held on
June 18, 2008, due to the fact that such meeting was already called and,
therefore, it is not possible to include the election of the new member of
the
Board in its deliberations.
4.3.
To
ratify
the name of “Corporate Governance Committee” created at the Board of Directors’
meeting on November 29, 2006, hereinafter referred to as “Nominating and
Corporate Governance Committee”.
4.4.
To
ratify
the appointment of the members of the Company’s assistance committees, as well
as the resolution taken by them until the date hereof, as members of those
Committees, respectively: (i) Audit Committee - as Head of the Committee,
Fábio
Schvartsman, member of the Company’s Board of Directors; Thomas J. McDonald,
member of the Company’s Board of Directors; and Richard L. Huber, member of the
Company’s Board of Directors; (ii) Compensation Committee - Gary R. Garrabrant,
chairman of the Company’s Board of Directors; Caio Racy Mattar, member of the
Company’s Board of Directors; and Danilo Gamboa, prior member of the Company’s
Board of Directors; (iii) Comitê de Nomeação e Governança Corporativa - Thomas
McDonald, member of the Company’s Board of Directors; Richard L. Huber, member
of the Company’s Board of Directors; and Caio Racy Mattar, member of the
Company’s Board of Directors; (iv) Investment Committee - Thomas J. McDonald,
member of the Company’s Board of Directors; Wilson Amaral de Oliveira, Company’s
Chief Executive Officer; and Fersen Lamas Lambranho, prior member of the
Company’s Board of Directors; and (v) Comitê de Finanças: Wilson Amaral de
Oliveira, Company’s Chief Executive Officer; Alceu Duilio Calciolari, Company’s
Chief Financial and Investor Relations Officer; and Nelson Martinez, Planning
and Controlling Officer.
4.5.
To
determine the substitution of Messers. (i) Fábio Schvartsman by José Écio
Pereira da Costa Júnior, as Head of the Company’s Audit Committee; (ii) Thomas
J. McDonald by Gerald Dinu Reiss, as member of the Company’s Audit Committee;
(iii) Fersen Lamas Lambranho by Gary R. Garrabrant, as member of the Company’s
Investment Committee; and (iii) Danilo Gamboa by Thomas J. McDonald, as member
of the Company’s Compensation Committee.
4.6.
Due
to
the deliberation above, the composition of the Company’s assistance committees
will be as follows: (i) Audit Committee - as Head of the Committee, José Écio
Pereira da Costa Júnior, member of the Company’s Board of Directors; Gerald Dinu
Reiss, member of the Company’s Board of Directors; and Richard L. Huber, member
of the Company’s Board of Directors; (ii) Compensation Committee - Gary R.
Garrabrant, chairman of the Company’s Board of Directors; Caio Racy Mattar,
member of the Company’s Board of Directors; and Thomas J. McDonald, member of
the Company’s Board of Directors; (iii) Nominating and Corporate Governance
Committee - Thomas McDonald, member of the Company’s Board of Directors; Richard
L. Huber, member of the Company’s Board of Directors; and Caio Racy Mattar,
member of the Company’s Board of Directors; (iv) Investment Committee - Gary R.
Garrabrant, member of the Company’s Board of Directors; Thomas J. McDonald,
member of the Company’s Board of Directors; Wilson Amaral de Oliveira, Company’s
Chief Executive Officer; and (v) Finance Committee: Wilson Amaral de Oliveira,
Company’s Chief Executive Officer; Alceu Duilio Calciolari, Company’s Chief
Financial and Investor Relations Officer; and Nelson Martinez, Planning and
Controlling Officer.
4.7.
Pursuant
to the requirements of Sarbanes-Oxley, to inform that (i) all of the members
of
the Audit Committee are independent; and (ii) Mr. José Écio Pereira da Costa
Júnior is a financial expert.
4.8.
To
authorize the management of the Company to carry out all necessary actions
for
the implementation and formalization of the resolution approved herein.
5.
Closing:
With
no further
matters to be discussed, these minutes were prepared and, after revised and
unanimously approved by the Directors,
duly executed. Signatures:
Chairman: Gary Robert Garrabrant. Members: Gary Robert Garrabrant, Thomas
Joseph
McDonald, Renato de Albuquerque, Caio Racy Mattar, Richard L. Huber, Fabio
Schvartsman and Gerald Dinu Reiss. Secretary: Fabiana Utrabo
Rodrigues
São
Paulo, June 6, 2008
[Signatures]