FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of November 2004
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G. WILLI-FOOD INTERNATIONAL LTD.
(Translation of registrant's name into English)
3 Nahal Snir St., Yavne, Israel 81224
(Address of principal executive offices)
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Indicate by check mark whether 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):..........
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.
Indicate by check mark whether registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
YES [_] NO [X]
If "YES" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________.
On November 11, 2004, G. Willi-Food International Ltd. (the "Registrant")
announced that the Nasdaq Stock Market informed G. Willi-Food International Ltd.
that its Ordinary Shares are subject to delisting from the Nasdaq SmallCap
Market due to its failure to meet continued listing requirements that the
Registrant have 500,000 publicly held shares. The Registrant is reviewing the
alternatives available to it.
EXHIBITS
The following document is filed herewith as an exhibit to this Form 6-K:
Copy of the Company's press release, dated November 11, 2004.
SIGNATURES
In accordance with 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.
G. WILLI-FOOD INTERNATIONAL LTD.
Dated: November 11, 2004
BY: /S/ Joseph Williger
-----------------------
Joseph Williger
Chief Executive Officer
WILLI FOOD NEWS
CONTACT:
Gil Hochboim, CFO
(+972) 8-932-2233
gil@willi-food.co.il
FOR IMMEDIATE RELEASE
NASDAQ STOCK MARKET INFORMS G. WILLI-FOOD INTERNATIONAL LTD.
THAT ITS ORDINARY SHARES ARE SUBJECT TO DELISTING FROM THE
NASDAQ SMALL CAP MARKET DUE TO FAILURE TO MEET
SPECIFIED CONTINUED LISTING REQUIREMENTS
YAVNE, ISRAEL - NOVEMBER 11, 2004 - G. WILLI-FOOD INTERNATIONAL LTD. (NASDAQ:
WILCF) announced that on November 9, 2004 it had been notified by the Nasdaq
Listing Qualification staff that the Company is not in compliance with the
continuing listing requirements of Nasdaq Marketplace Rule 4320(e)(5) requiring
at least 500,000 publicly held shares and that the Nasdaq Staff is, accordingly,
reviewing the Company's eligibility for continued listing of its Ordinary Shares
on the Nasdaq SmallCap Market. As previously announced by the Company, in July
2003 the Staff had sent a similar notification to the Company concerning the
same listing requirement. However, in August 2003, the Staff notified the
Company that it had determined that the Company was in substantial compliance
with that rule and that no further action would be taken. In its November 2004
letter, the Staff states that it can no longer deem that the Company
substantially complies with the rule as the Nasdaq Marketplace Rules do not
provide the Staff with the latitude to consider substantial compliance when
evaluating issuers listed on the Nasdaq Small Cap Market and it is reviewing the
Company's eligibility for continued listing on the Small Cap market.
In its November 2004 letter, the Staff asked the Company to provide on or before
November 22, 2004, any plan the Company has to comply with this listing
requirement. The Company is reviewing the alternatives available to it. If,
after the completion of its review, the Nasdaq Staff determines that Company
Cannot adequately address the issues noted in the correspondence from the Nasdaq
Staff, Nasdaq will then provide written notification of delisting. The Staff
also informed the Company that it will have a right to appeal the Staff's
decision upon the issuance of such a written notification. Further updates will
be provided as additional information becomes available.
G. Willi-Food International Ltd. is one of Israel's largest food importers and a
single-source supplier of one of the world's most extensive ranges of quality
Kosher food products. It currently imports, markets and distributes more than
400 food products manufactured by some 100 top-tier suppliers throughout the
world to more than 1,000 customers. The Company excels in identifying changing
tastes in its markets and sourcing high-quality kosher products to address them.
Except for historical information contained herein, the matters set forth in
this release are forward-looking statements that are dependent on certain risks
and uncertainties, including such factors, among others, as market acceptance,
market demand, pricing, competition, changing economic conditions and other risk
factors detailed in the Company's SEC filings.