Business Context and Reporting Period
This Form 6-K filing by Embraer - Empresa Brasileira de Aeronáutica S.A. (Embraer) covers a material fact announced on September 16, 2010. The report details Board of Directors' approvals regarding a corporate name change, an expansion of corporate purpose, and the distribution of Interest on Shareholders' Equity for the third quarter of 2010.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. The only specific financial figure disclosed is the distribution of Interest on Shareholders' Equity.
- Interest on Shareholders' Equity (Q3 2010): R$ 21,709,951.32 total.
- Per Share Amount: R$ 0.03 per common share (equivalent to R$ 0.12 per American Depositary Share).
- Tax Withholding: Subject to 15% withholding tax (or 25% for tax haven residents), unless exempt.
Material Changes
The Board of Directors approved two primary material changes:
- Corporate Name and Purpose: Approval of a proposal to change the company name to "Embraer S.A." and expand its corporate purpose to include designing, building, and marketing equipment, materials, systems, software, and components for the defense, security, and energy industries.
- Government Veto Period: The proposal is subject to a 30-day review period by the Brazilian Federal Government (via the Ministry of Finance) to exercise veto rights or express approval before submission to the Shareholders' Meeting.
Guidance, Outlook, and Contingencies
The filing contains no forward-looking guidance, revenue outlook, or management commentary on market conditions. Key contingencies and procedural items include:
- Dividend Calculation: The Interest on Shareholders' Equity will be included in the calculation of mandatory dividends for the current fiscal year.
- Payment Schedule:
- Record Date (BM&FBovespa): September 24, 2010.
- Record Date (NYSE): September 29, 2010.
- Ex-Interest Date: September 27, 2010.
- Payment Date (Brazil): November 22, 2010.
- Payment Date (ADS Holders): December 2, 2010.
Investor Verification Checklist
- Verify the outcome of the 30-day Brazilian Federal Government review period regarding the name change and expanded corporate purpose.
- Confirm the final approval of the name change and purpose expansion at the upcoming Shareholders' Meeting.
- Check the actual payment dates for Interest on Shareholders' Equity against the announced schedule (November 22, 2010, and December 2, 2010).
- Review subsequent filings for the full Q3 2010 financial results, as this 6-K does not contain revenue or earnings data.