form6k.htm
FORM
6 - K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a - 16 or 15d - 16 of
the
Securities Exchange Act of 1934
As of
June 6, 2008
TENARIS,
S.A.
(Translation
of Registrant's name into English)
TENARIS,
S.A.
46a,
Avenue John F. Kennedy
L-1855
Luxembourg
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or 40-F.
Form
20-F R
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 R
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-__.
The
attached material is being furnished to the Securities and Exchange Commission
pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934,
as amended.
This
report contains Tenaris's press release with the Summary of the resolutions
adopted in the Annual General Meeting of shareholders of Tenaris S.A. (the
"Company") held on June 4, 2008 at 46A, Avenue John F. Kennedy L-1855,
Luxembourg at 11:00.
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 6, 2008
By: /s/ Cecilia
Bilesio
Cecilia
Bilesio
Corporate
Secretary
Summary
of the resolutions adopted in the Annual General Meeting of shareholders of
Tenaris S.A. (the "Company") held on June 4, 2008 at 46A, Avenue John F. Kennedy
L-1855, Luxembourg at 11:00.
1. Consideration
of the Board of Directors’ and independent auditors’ reports on the Company’s
consolidated financial statements. Approval of the Company’s consolidated
financial statements for the years ended December 31, 2007, 2006 and
2005.
The
meeting then resolved to approve the Company’s consolidated financial statements
for the years ended December 31, 2007, 2006 and 2005, and the reports of each of
the Board of Directors and the independent auditors on such consolidated
financial statements.
2. Consideration
of the Board of Directors’ and independent auditors’ reports on the Company’s
annual accounts. Approval of the Company’s annual accounts as at December 31,
2007.
The
meeting then resolved to approve the Company’s annual accounts as at December
31, 2007, and the reports of each of the Board of Directors and the independent
auditors on such annual accounts.
3. Allocation
of results and approval of dividend payment.
The
meeting approved a dividend in U.S. dollars, in the amount of US$0.38 per share
currently issued and outstanding and US$0.76 per ADR currently issued and
outstanding, which includes (i) the interim dividend of US$0.13 per share
(US$0.26 per ADR) paid on November 22, 2007, from earnings from the nine-month
period ended September 30, 2007, and (ii) a dividend of US$ 0.25 per share (US$
0.50 per ADR) payable on June 26, 2008, from profits of the year ended December
31, 2007. The balance of the fiscal year’s profits will be allocated to the
Company’s retained earnings account.
The
meeting further approved to authorize the Board of Directors to determine, in
its discretion, the terms and conditions of the dividend payment, including the
applicable record date and, if material circumstances appear and dictate so, to
change the payment date.
4. Discharge
to the members of the Board of Directors.
The
meeting resolved to discharge the following persons, all of which were members
of the Board of Directors during the fiscal year ended December 31, 2007, from
any and all responsibilities and liability in connection with the performance of
their duties and the management of the Company’s affairs during such
year.
|
2.
|
Mr.
Carlos Alberto Condorelli
|
|
3.
|
Mr.
Carlos Manuel Franck
|
|
10.
|
Mr.
Guillermo F. Vogel
|
5. Election
of the Board of Directors’ members.
The
meeting resolved to (i) maintain the size of the Board of Directors at ten
members, (ii) re-elect nine of the current members of the Board of Directors and
(iii) appoint Mr. Alberto Valsecchi as new member of the Board of Directors,
until the next annual general meeting of shareholders that will be convened to
decide on the 2008 accounts.
|
2.
|
Mr.
Carlos Alberto Condorelli
|
|
3.
|
Mr.
Carlos Manuel Franck
|
|
10.
|
Mr.
Guillermo F. Vogel
|
6. Compensation
of the members of the Board of Directors.
It was
proposed that each of the members of the Board of Directors receive an amount of
US$70,000 as compensation for their services during the fiscal year ending
December 31, 2008, […] that each of the members of the Board of Directors who
are also members of the Audit Committee receive an additional fee of US$50,000
for their services in that Committee and that the Chairman of such Audit
Committee receive, in addition, an additional fee of US$10,000 for his services
in that capacity.
The
meeting resolved to approve the compensation of each of the members of the Board
of Directors and the Audit Committee for the fiscal year ending December 31,
2008, in the above referred terms and amounts.
The Board
of Directors had previously resolved that the Chairman and Chief Executive
Officer receive as compensation for the fiscal year ending December 31, 2008, an
amount of US$1,800,000, payable in monthly instalments, plus a performance bonus
that the Board of Directors will determine in due course in the order of
US$2,000,000.
7. Authorisation
to the Board of Directors to cause the distribution of all shareholder
communications, including its shareholder meeting and proxy materials and annual
reports to shareholders, by such electronic means as is permitted by any
applicable laws or regulations.
For the
proper management of the Company’s affairs, the meeting resolved to authorise
the Board of Directors to cause the distribution of all shareholder
communications by such electronic means as are permitted or required by any
applicable laws or regulations or by any other existing or future electronic
means of communication, and the shareholders holding such shares gave their
consent under Article 16 of the Luxembourg Transparency Law of 11 January 2008,
for the Company to give, send or supply information (including any notice or
other document) that it is required or authorised to be given, sent or supplied
to such shareholders, by making such information (including any notice or other
document) available on the Company’s website or through other electronic
means.
8. Appointment
of the independent auditors and approval of their fees.
The
meeting approved to appoint PricewaterhouseCoopers (acting, in connection with
the Company’s annual accounts required under Luxembourg law, through
PricewaterhouseCoopers S.àr.l., Réviseur d'entreprises, and, in connection with
the Company’s annual and interim financial statements required under the laws of
any other relevant jurisdiction, through Pricewaterhouse & Co. S.R.L.) as
the Company’s independent auditors for the fiscal year ending December 31, 2008,
to be engaged until the next annual general meeting that will be convened to
decide on the 2008 accounts.
The
meeting also approved independent auditors’ fees payable in US dollars or other
currency, as appropriate, up to an aggregate amount that, based on the exchange
rate between the US dollar and each applicable currency as of December 31, 2007,
was equivalent to US$4,753,018, covering the audit of the Company's consolidated
financial statements and annual accounts, the audit of the Company's internal
controls over financial reporting, audit and audit-related services, and other
services to be rendered during the fiscal year ending December 31, 2008, and to
authorise the Audit Committee to approve any increase or reallocation of the
independent auditors’ fees as may be necessary, appropriate or advisable under
the circumstances.