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 2009
Commission
File Number: 1-33659
COSAN
LIMITED
(Translation
of registrant’s name into English)
Av.
Juscelino Kubitschek, 1726 – 6th
floor
São
Paulo, SP 04543-000 Brazil
(Address
of principal executive offices)
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
COSAN
LIMITED
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1.
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Minutes
of the Board of Directors’ meeting of Cosan S.A. Indústria e Comércio held
on August 7th,
2009
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SIGNATURES
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.
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COSAN
LIMITED
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Date:
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August
18, 2009
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By:
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/s/
Marcelo Eduardo Martins
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Name:
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Marcelo
Eduardo Martins
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Title:
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Chief
Financial and Investor Relations Officer
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Item
1.
COSAN
S.A. INDÚSTRIA E COMÉRCIO
Corporate
Taxpayer’s ID (CNPJ) 50.746.577/0001-15
Corporate
Registry ID (NIRE) 35.300.177.045
Minutes
of the board of directors’ meeting
Held
on august 7, 2009
1. Date,
Time and Place: August 7, 2009, at 10:00 A.M., at the Company’s
administrative office, located at Avenida Juscelino Kubitschek, 1.726, 6º andar,
in the City and State of São Paulo.
2. Attendance: All
members of the Company’s Board of Directors attended the meeting, namely:
Messrs. Rubens
Ometto Silveira Mello, Chairman of the Board of Directors, Pedro Isamu
Mizutani, Vice-Chairman of the Board of Directors, Burkhard
Otto Cordes, Marcelo
Eduardo Martins, Marcus
Vinícius Pratini de Moraes, Roberto de
Rezende Barbosa, Maílson
Ferreira da Nóbrega, Sylvio Pereira de Castro and Pedro Luiz
Cerize (Represented by Rubens Ometto Silveira Mello). All members
attended the meeting through conference call, as authorized by paragraph 2 of
Article 20 of the Company’s Bylaws.
3. Call:
The meeting was called by E-mail and the call notice was waived in view of the
attendance of all board members.
4. Presiding
Board: Chairman: Rubens Ometto
Silveira Mello; Secretary: Pedro Isamu
Mizutani.
5. Agenda:
The Chairman informed the attending members that the present meeting had the
purpose of resolving on the following agenda: (a) disclosure of the results and
financial statements for the first quarter of the fiscal year of 2009/10 of the
Company, ended June 30, 2009; (b) approval of the reapportioning of part of the
stock option standard plan due to changes in the Company’s Board of Executive
Officers, as per resolution at the Extraordinary General Meeting held on August
30, 2005; (c) documenting of the resignation of Board Member MarcusVinícius
Pratini de Moraes, tendered in writing on August 7, 2009; (d) election of a
member to assume the vacant position of said Member in the Board of Directors,
through appointment by the Chairman, pursuant to Sole Paragraph of Article 18 of
the Company’s Bylaws; (e) ratification of the derivative transactions executed
by the Company; (f) capital stock increase due to exercise of subscription
bonus.
6. RESOLUTIONS:
The
attending members decided, by unanimous vote:
(a) to
approve the Company’s results and financial statements for the first quarter of
the fiscal year of 2009/10, ended June 30, 2009;
(b) to
approve the reapportioning of 165,657 options of buying shares part of the stock
option standard plan due to changes in the Company’s Board of Executive
Officers, as per resolution at the Extraordinary General Meeting held on August
30, 2005;
(c) to
document the resignation of Board Member MarcusVinícius Pratini de Moraes,
tendered in writing on August 7, 2009;
(d)
Subsequently, the Chairman of the Board of Directors, performing his duties,
pursuant to Sole Paragraph of Article 18 of the Company’s Bylaws, appointed, due
to aforementioned resignation, Mr. SERGE VARSANO, French, married, businessman,
French passport number xxxxxxxxx, issued on xx xx, xxxx in Paris, France,
resident and domiciled in France, with business address at Rue de La Ville
I’Evêque, in Paris (75008) to the vacant position of Board Member of the
Company, whose term of office will be effective up to the maturity of the
unified term of office the other board members, elected at the Annual General
Meeting held on August 29, 2008;
(e) to
approve and ratify the derivative transactions executed by the Company with the
following counterparties: New Edge; Fortis Bank; Prudential Bache Commodities
LLC; Natixis Commodity Markkets Ltd.; Sucden Financial Ltd., ADM Investor
Services International Limited; Credit Suisse Hesgeing Griffo; Macquarie Bank
Limited; Barclays Bank PLC; Morgan Stanley Capital Group Inc; Barclay’s Group
Inc., Banco Bradesco S.A., Banco Itaú-BBA S.A.; Banco UBS Pactual; J. Aron &
Company (Goldman Sachs); Banco Morgan Stanley Witter S.A; and
(f) to
approve the capital stock increase in the amount of R$800.00 through the issue
of 50 new shares of the Company, at the issue price of R$16.00, due to the
exercise of subscription bonus by shareholder, as per resolution of this Board,
pursuant to the minutes of the meeting held on September 19, 2008, which
established the issue of bonus in favor of the shareholder that subscribed the
capital increase on that occasion. Due to the capital increase herein approved,
the Company’s capital stock increases from R$4,155,315,531.43 to
R$4,155,316,331.43, within the limit of authorized capital, pursuant to Article
6 of the Company’s Bylaws, and the number
of shares
representing the Company’s capital stock increases from 372,810,092 to
372,810,142 shares.
7. Closure: There being no further business to
discuss, the Chairman adjourned the meeting, of which these present
minutes were drawn up, read, found in compliance, and signed by all in
attendance. São Paulo, August 7, 2009. aa) Rubens
Ometto Silveira Mello – Chairman of the Board of Directors; Pedro Isamu
Mizutani – Vice-Chairman of the Board of Directors; Burkhard
Otto Cordes; Marcelo Eduardo Martins, Marcus Vinícius Pratini de Moraes, Roberto
rezende Barbosa, Sylvio Pereira de Castro, Maílson Ferreira da Nóbrega and Pedro
Luiz Cerize (represented by Rubens Ometto Silveira Mello), members of the Board
of Directors.
This is a
free English translation of the original instrument drawn up and filed in the
Company’s records.
Rubens
Ometto Silveira Mello
Chairman