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.

 

Village Farms International, Inc.

(Registrant)

By:   /s/ Stephen C. Ruffini
  Stephen C. Ruffini
  Chief Financial Officer

Date: December 20, 2019


EXHIBIT INDEX

 

Exhibit
Number
  

Description

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.