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Fibria Celulose S.A. Form 20-F Filed 2013-02-28

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Fibria Celulose S.A. Form 20-F Filed 2013-02-28 SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2013-02-28 | Period of Report: 2012-12-31 SEC Accession No. 0001104659-13-016086 (HTML Version on secdatabase.com) FILER Fibria Celulose S.A. Mailing Address Business Address ALAMEDA SANTOS 1357-8 ALAMEDA SANTOS 1357-8 CIK:1110649| IRS No.: 000000000 | Fiscal Year End: 1231 ANDAR ANDAR Type: 20-F | Act: 34 | File No.: 001-15018 | Film No.: 13652852 01419-908 SAO PAULO SP 01419-908 SAO PAULO SP SIC: 2621 Paper mills BRAZIL 55-11-269-400 D5 BRAZIL 55-11-269-400 D5 00000 00000 212-848-7335 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2012 Commission file number 1-15018 Fibria Celulose S.A. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrants name into English) Federative Republic of Brazil (Jurisdiction of incorporation or organization) Alameda Santos, 1357, 6th floor 01419-908, São Paulo, SP, Brazil (Address of principal executive offices) Guilherme Perboyre Cavalcanti Chief Financial Officer and Investor Relations Officer Phone: (55 11) 2138-4565 Fax: (55 11) 2138-4065 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class: Name of each exchange on which registered: Common Shares, without par value New York Stock Exchange* American Depositary Shares (as evidenced by New York Stock Exchange American Depositary Receipts), each representing one share of Common Stock * Not for trading purposes but only in connection with the registration on the New York Stock Exchange of American Depositary Shares representing those common shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of stock of Fibria Celulose S.A. as of December 31, 2012: Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 553,934,646 Shares of Common Stock Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes x No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No Table of Contents TABLE OF CONTENTS Page ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 ITEM 4. INFORMATION ON FIBRIA 18 ITEM 4A. UNRESOLVED STAFF COMMENTS 52 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 76 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 85 ITEM 8. FINANCIAL INFORMATION 87 ITEM 9. THE OFFER AND LISTING 92 ITEM 10. ADDITIONAL INFORMATION 94 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 105 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 108 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 109 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 109 ITEM 15. CONTROLS AND PROCEDURES 109 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 109 ITEM 16B. CODE OF ETHICS 110 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 110 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 111 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 111 ITEM 16F. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT 111 ITEM 16G. CORPORATE GOVERNANCE 111 ITEM 16H. MINE SAFETY DISCLOSURE 113 ITEM 17. FINANCIAL STATEMENTS 114 ITEM 18. FINANCIAL STATEMENTS 114 ITEM 19. EXHIBITS 114 ii Table of Contents INTRODUCTION All references in this annual report to: · Fibria, we, our, us and the Company are to Fibria Celulose S.A. (formerly Votorantim Celulose e Papel S.A.) and its consolidated subsidiaries (unless the context otherwise requires); Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Votorantim Group are to the group of companies, controlled by the Ermírio de Moraes family; · Votorantim Participações S.A. or VPar are to the holding company which controls two areas of the Groups business: Votorantim Industrial and Votorantim Finance, each of them containing one or more business units; · Votorantim Industrial S.A., or VID, are to one of our controlling shareholders and is a subsidiary of VPar; · Aracruz are to Aracruz Celulose S.A. and its subsidiaries; · Aracruz Acquisition are to our acquisition of 100% equity interest in Aracruz as a result of (1) Fibrias acquisition in the first half of 2009 of (a) Arapar S.A., or Arapar, and São Teófilo Representações e Participações S.A., or São Teófilo, whose sole assets consisted of 12.35% of the total share capital, including 28.0% of the voting share capital, of Aracruz and (b) 12.35% of the total share capital, including 28.0% of the voting share capital, of Aracruz from Mr. Joseph Yacoub Safra and Mr. Moises Yacoub Safra, or the Safra Family, (2) the acquisition of 13,828,307 common shares of Aracruz, representing 3.04% of the outstanding common shares of Aracruz and 1.34% of the total share capital of Aracruz, in the mandatory tender offer launched by Fibria that took place on July 1, 2009, (3) the acquisition of 56,880,857 common share of Aracruz from BNDES on May 27, 2009, and (4) the Stock Swap Merger as described in Item 4. Information on Fibria A. History and Development of Fibria; · BNDES are to the Brazilian National Bank for Social and Economic Development owned by the Brazilian federal government; · BNDESPar are to BNDES Participações S.A., a wholly owned subsidiary of BNDES, the Brazilian economic and social development bank owned by the Brazilian federal government; · the Ermírio de Moraes family are to the families of Antônio Ermírio de Moraes, Ermírio Pereira de Moraes, Maria Helena de Moraes Scripilliti and José Ermírio de Moraes (in memoriam); · the Brazilian government are to the federal government of the Federative Republic of Brazil and its agencies ; · Real, Reais or R$ are to Brazilian Reais, the official currency of Brazil; · U.S.$, Dollars or U.S. Dollars are to United States Dollars; · ton and MT are to one metric ton (1,000 kilograms). One kilogram equals approximately 2.2 pounds; · kiloton are to one thousand metric tons (1,000 tons); · BEKP are to bleached eucalyptus kraft pulp; · ADSs are to our American Depositary Shares, each representing one of our common shares; · CVM are to the Comissão de Valores Mobiliários, the Brazilian securities commission; · Central Bank are to the Brazilian Central Bank, the monetary authority of Brazil; · VCP are to Votorantim Celulose e Papel S.A. or Fibria before the merger of Aracruz; iii Table of Contents · Fibria Trading are to Fibria Trading International KFT (formerly known as Aracruz Trading International Ltd); · Fibria MS are to Fibria MS Celulose Sul Matogrossence; Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Portocel are to a port facility in the State of Espírito Santo, which is operated by Portocel Terminal Especializado de Barra do Riacho S.A., a joint venture between Fibria and Celulose Nipo-Brasileira S.A. CENIBRA; · Commission are to the Securities and Exchange Commission; · U.S.
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