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Pyxus International, Inc. – ‘8-K’ for 2/18/20

On:  Monday, 2/24/20, at 4:16pm ET   ·   For:  2/18/20   ·   Accession #:  1193125-20-46434   ·   File #:  1-13684

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/20  Pyxus International, Inc.         8-K:5,7,9   2/18/20    3:92K                                    Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     17K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     46K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     16K 


‘8-K’   —   Current Report


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  8-K  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2020

 

 

 

LOGO

Pyxus International, Inc.

(Exact name of Registrant, as specified in its charter)

 

 

 

Virginia   001-13684   54-1746567

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

(Address of principal executive offices, including zip code)

(919) 379-4300

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock (no par value)   PYX   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2020, Daniel A. Castle resigned as a director of Pyxus International, Inc. (the “Company”).

On February 18, 2020, Bryan T. Mazur, who has served as Executive Vice President of the Company’s Global Specialty Products business unit, was notified of his termination of employment as a result of his position being eliminated. The termination is effective as of March 31, 2020.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Following Mr. Castle’s resignation as a director of the Company as described in Item 5.02 hereof, on February 19, 2020, the Board of Directors of the Company approved an amendment to the Company’s bylaws to reduce the size of the Board of Directors from eleven to ten. Such amendment was effective on February 19, 2020 and is set forth in amended and restated bylaws approved by the Board of Directors of the Company on that date. The Company’s amended and restated bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure

On February 24, 2020, the Company issued a press release announcing Mr. Castle’s resignation as a director and related matters, which press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference therein.

 

Item 9.01

Exhibits

 

  (d)

Exhibits

 

Exhibit No.

  

Description

Exhibit 3.1    Amended and Restated Bylaws of Pyxus International, Inc.
Exhibit 99.1    Press release of dated February 24, 2020


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 hereunto duly authorized.

Date: February 24, 2020

 

PYXUS INTERNATIONAL, INC.
By:  

/s/ William L. O’Quinn, Jr.

  William L. O’Quinn, Jr.
  Senior Vice President – Chief Legal
  Officer and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/31/20None on these Dates
Filed on:2/24/20
2/19/20
For Period end:2/18/20
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/24/20  Pyxus International, Inc.         10-K        3/31/20  155:25M
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