6-K

FORM 6-K 

U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE 

SECURITIES EXCHANGE ACT OF 1934

Dated November 19, 2020

Commission File Number 1-14878

GERDAU S.A. 

(Exact Name as Specified in its Charter)

      N/A       

(Translation of Registrant’s Name)

Av. Dra. Ruth Cardoso, 8,501 – 8° andar 

São Paulo, São Paulo - Brazil CEP 05425-070

(Address of principal executive offices)

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 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.

Yes     x No     ¨

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 19, 2020

GERDAU S.A.
By:	/s/ Harley Lorentz Scardoelli
Name:	Harley Lorentz Scardoelli
Title:	Investor Relations Director

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Material Fact, November 19, 2020

EX-99.1

Exhibit 99.1

GERDAU S.A. Tax ID (CNPJ/MF): 33.611.500/0001-19 METALÚRGICA GERDAU S.A. Tax ID (CNPJ/MF): 92.690.783/0001-09

MATERIAL FACT

Gerdau S.A. and Metalúrgica Gerdau S.A. (“Companies”), in compliance with Article 157, Paragraph 4 of Federal Law 6,404/76, as amended, and Instruction 358/02 issued by the Securities and Exchange Commission of Brazil (“CVM”), as amended, hereby inform their shareholders and the market, as they have been reporting in their Financial Statements, that their subsidiary Gerdau Açominas S.A. (“GACO”) won a lawsuit in which it sought the exclusion of the Tax on Circulation of Goods and Services (“ICMS”) from the PIS and COFINS tax calculation bases (“Decision”).

This final and unappealable Decision in November 18 recognized GACO´s right to recover, by offsetting the undue or excess payments, approximately R$ 952 million (principal plus inflation adjustment). The effect on GACO´s net income, to be recognized in the fourth quarter of 2020 results, after taxes and attorney’s fees, is estimated in R$ 600 million.

For the credit to be used, the amount must be audited and validated through an administrative proceeding by the Brazilian Federal Revenue Service. Following such validation, the Companies estimate that GACO will monetize the credits within 5 (five) years.

The Companies will keep the market and their shareholders informed of further developments in this regard.

São Paulo, November 19, 2020

Harley Lorentz Scardoelli

Executive Vice President

Investor Relations Officer