UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2019
Commission file number: 001-38783
Village Farms International, Inc.
(Translation of Registrant’s name into English)
4700-80th Street
Delta, British Columbia Canada
V4K 3N3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☐ Form 20-F ☒ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-10 (Registration Number 333-232115) and Form S-8 (Registration Number 333-230298) of Village Farms International, Inc.
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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Village Farms International, Inc. (Registrant) |
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| By: | /s/ Stephen C. Ruffini | |
| Stephen C. Ruffini | ||
| Chief Financial Officer | ||
Date: December 20, 2019
EXHIBIT INDEX
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Exhibit
Number |
Description |
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| Exhibit 99.1 | Amendment to By-Laws of Village Farms International, Inc. | |
Exhibit 99.1
AMENDMENT TO BY-LAWS
of
VILLAGE FARMS INTERNATIONAL, INC.
(the “Corporation”)
The by-laws of the Corporation are hereby amended by deleting section 6.1 in its entirety and replacing it with the following:
“A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person or represented by proxy holding in the aggregate not less than 33 1/3% of the outstanding shares of the Corporation entitled to vote at the meeting.”
APPROVED by the board of directors of the Corporation on November 13, 2019.
CONFIRMED by the shareholders of the Corporation on ________________, 2020.