Report of Foreign Issuer (6-k)
July 14 2017 - 1:13PM
Edgar (US Regulatory)
U.S. 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 July, 2017
Commission File No.:
001-04192
MFC Bancorp Ltd.
(Translation of Registrant’s name into
English)
Suite #1860 - 400 Burrard Street,
Vancouver, British Columbia, Canada V6C 3A6
(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.
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
o
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 whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
o
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.
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.
If
“Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b):
o
EXPLANATORY NOTE
This Form 6-K is submitted
to the Securities and Exchange Commission (the “
Commission
”) using the EDGAR format type 8-K12B as notice that,
pursuant to an Arrangement (as defined below) between MFC Bancorp Ltd. (“
MFC
”), MFC Bancorp Ltd. (formerly MFC
2017 Ltd.) (“
New MFC
”), a then wholly-owned subsidiary of MFC incorporated in the Cayman Islands, and MFC 2017
II Ltd., New MFC is the successor issuer to MFC under Rule 12g-3 of the Exchange Act, as required by Rule 12g-3(f).
Effective July 14,
2017, MFC completed a court-approved statutory plan of arrangement (the “
Arrangement
”) under the
Business Corporations
Act
(British Columbia) pursuant to which, among other things, each registered holder of MFC’s common shares (the “
MFC
Shares
”), exchanged each of their MFC Shares for: (i) a common share of US$0.001 par value each of New MFC (a “
New
MFC Share
”); and (ii) US$0.0001 in cash. As a result, MFC became a wholly-owned subsidiary of New MFC.
The foregoing description
of the Arrangement is qualified in its entirety by reference to the Management Information Circular, a copy of which is included
in the Form 6-K of MFC dated June 14, 2017 and incorporated by reference herein.
Prior to the Arrangement,
the MFC Shares were registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934
, as amended (the “
Exchange
Act
”). As a result of the Arrangement, New MFC became the successor issuer to MFC under the Exchange Act, and will succeed
to MFC’s reporting obligations thereunder. Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the New MFC Shares are
deemed to be registered under paragraph (b) of Section 12 of the Exchange Act.
Prior to the opening
of trading on the New York Stock Exchange (“
NYSE
”) on July 14, 2017, the MFC Shares were suspended from trading.
The New MFC Shares were listed and commenced trading on the NYSE under the ticker symbol “MFCB” on the same day. The
New MFC Shares exchanged under the Arrangement were exempt from registration under the
Securities Act of 1933
, as amended,
pursuant to Section 3(a)(10) thereof.
Description of New MFC Shares
The class of New MFC’s
securities registered pursuant to Section 12(b) of the Exchange Act are the New MFC Shares.
The authorized share
capital of New MFC consists of US$450,000 divided into 300,000,000 common shares of US$0.001 par value each and 150,000,000 preference
shares divided into US$0.001 par value each.
The holders of New
MFC Shares are entitled to: (a) receive notice of and to attend and vote at all general meetings of New MFC or separate meeting
of holders of New MFC Shares carried in accordance with the Memorandum and Articles of Association of New MFC (the “
Articles
”)
and each New MFC Share confers the right to one vote in person or by proxy at such meetings; (b) receive such dividends as the
New MFC board of directors may declare; and (c) in the event of winding up or dissolution of New MFC, participate in the surplus
assets of New MFC, subject to the rights of holders of any preference shares of New MFC.
The description of
the Articles contained herein is qualified in its entirety by reference to the full text of such documents, which are incorporated
by reference from the Form 6-K of MFC dated July 14, 2017.
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.
MFC BANCORP LTD.
By:
|
/s/ Michael J. Smith
|
|
|
Michael J. Smith
|
|
|
President and Chief Executive Officer
|
|
Date: July 14, 2017
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