SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of June, 2012
Commission File Number 0-28860NET 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
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
in connection with Rule 12g3-2(b):82-___
NET SERVIÇOS DE COMUNICAÇÃO S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 00.108.786/0001-65
Corporate Registry (NIRE): 35.300.177.240
PUBLICLY-HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
DATE, TIME AND VENUE: On June 26,2012, at 10:30 a.m., at the Company’s headquarters located at Rua Verbo Divino, 1356, 1º andar, in the City and State of São Paulo.
ATTENDANCE: Board members representing the necessary quorum, as per signatures below, and Company’s officers (José Félix, Chief Executive and Investor Relations Officer; and Roberto Catalão Cardoso, Chief Financial Officer and Secretary of the meeting), present throughout the meeting.
PRESIDING: Oscar Von Hauske Solis – Chairman and Roberto Catalão Cardoso – Secretary.
AGENDA:1) Presentation of correspondence from shareholders with more than 10% of Company’s outstanding publicly-held shares, through which they requested an Special Shareholders’ Meeting; and2) call the Special Shareholders’ Meeting with outstanding publicly-held shares, to be held on July 17, 2012.
RESOLUTIONS:
1) Board members were presented with correspondence delivered byMainstay Ações Master Fundo de Investimento de Ações, Mainstay Long Short Fundo de Investimento Multimercado, Mainstay Multiestratégia Master Fundo de Investimento Multimercado, Nest Arb Master FIM, Nest Ações Master FIA, UV Sequóia Fundo de Investimento Multimercado – Investments Abroad – Private Credit, UV Plátano Fundo de Investimento Multimercado - Investments Abroad – Private Credit, UV Ipê Fundo de Investimento Multimercado - Investments Abroad – Private Credit, and UV Baobá Fundo de Investimento Multimercado – Investments Abroad – Private Credit, shareholders representing 35.2% of Company’s outstanding publicly-held shares, requesting an Special shareholders’ meeting to be called to consider a new valuation of the Company’s shares for a unified tender offer to acquire all common and preferred shares issued by the Company, to be launched jointly by Embratel Participações S.A. and its subsidiaries, Empresa Brasileira de Telecomunicações S.A. – EMBRATEL and GB Empreendimentos e Participações S.A. (“Offer”).
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
OF NET SERVIÇOS DE COMUNICAÇÃO S.A. OF JUNE 26, 2012
2) Board members decided to call a Special shareholders’ meeting, to be held on July 17, 2012, to consider a new valuation of the Company’s shares within the Offer, and, if this is the case, consider (i) employing an appraiser to prepare a report for the new valuation; (ii) the fee for the appraiser; and (iii) the deadline for the new appraiser to present the new valuation report.
CLOSURE: With no further business to discuss, the meeting was adjourned and these minutes were drawn up, after they were read, they were approved and signed by all Board members in attendance, as well as by the secretary.
SIGNATURES:
Chairman: Oscar Von Hauske Solis
Secretary: Roberto Catalão Cardoso
José Formoso Martínez
Carlos Henrique Moreira
Isaac Berensztejn
Antonio Oscar de Carvalho Petersen Filho
Antonio João Filho
José Antonio Guaraldi Félix
Jorge Luiz de Barros Nóbrega
Rossana Fontenele Berto
Mauro Szwarcwald
Fernando Carlos Ceylão Filho
SIGNATURE
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: June 26, 2012
| NET SERVIÇOS DE COMUNICAÇÃO S.A. | ||
| By: | /S/ José Antonio Guaraldi Félix | |
José Antonio Guaraldi Félix CEO | ||
FORWARD-LOOKING STATEMENTS
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.