Attached files
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 reported event): July 1, 2016 (June 30, 2016)
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
(647) 229-0136
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2016, Empire Global Corp. ("we", "us", "our" or "Empire") entered
into a Share Exchange Agreement (the "Agreement") to acquire 100% ownership of a
company organized under the laws of Austria (the "Company") from the existing
stockholders (the "Sellers"). The Company developed, owns and operates a
proprietary betting operating platform and gaming software development
technology licensed under the Malta Gaming Authority. The Company brings to
Empire a full staff of specialized software development engineers, marketing and
customer care staff as well as a highly qualified Chief Technology Officer and
key senior management.
On July 1, 2016 (the "Closing Date"), Empire will pay euro 3,950,000 (three
million, nine hundred, fifty thousand euro) (the "Purchase Price") by the
issuance of an amount of shares rounded to the nearest round lot of our common
stock at a fixed price of $1.00 per share (the "Exchange Shares")in proportions
as designated by the Sellers in full consideration of the Purchase Price on a
debt free basis.
Pursuant to the Agreement, Empire shall appoint the Sellers as members of the
board of directors and as officers of Empire.
The Agreement is subject to customary closing conditions, warranties and
representations.
A redacted copy of the Agreement is filed herewith as Exhibit 2.1, and is
incorporated by reference into this Item 1.01, 2.01 and 3.02 of this Current
Report.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, on July 1, 2016 we completed the acquisition of
the Company pursuant to the Agreement. The information disclosed in Item 1.01 of
this Current Report on Form 8-K regarding the transactions contemplated by the
Agreement are hereby incorporated by reference in its entirety into this Item
2.01.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01, on July 1, 2016, pursuant to the terms and conditions
of the Share Exchange Agreement, incorporated herein by reference in its
entirety into this Item 3.02, we issued 4,386,100 shares of common stock to the
Sellers in consideration for 100% of the issued and outstanding shares of the
Company. The effect of the issuance is that the Sellers now hold approximately
12.56% of the issued and outstanding shares of common stock of Empire based on
the total number of issued and outstanding shares of common stock of Empire
after giving effect to the transactions contemplated herein.
Empire claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Act"), for the private placement of these
securities pursuant to Section 4(a)(2) of the Act since the transaction did not
involve a public offering, the Sellers are accredited investors with access to
information about Empire and its investment, the Sellers took the securities for
investment and not resale, and Empire took appropriate measures to restrict the
transfer of the securities. The Agreement stipulates that the Exchange Shares
(i) are restricted securities and (ii) may not be offered, transferred or sold
in the United States absent registration or an applicable exemption from
registration requirements
This current report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitution an
offer, solicitation or sale in any jurisdiction in which such offering would be
unlawful.
Item 7.01 Regulation FD Disclosures.
The news release announcing this matter is furnished as Exhibit 99.1 and
incorporated by reference herein. The information in this Item 7.01 and Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
This Current Report on Form 8-K contains forward looking statements and are
indicated by words such as "shall", "will" and other similar words or phrases.
Actual events or results may differ materially from those described herein. Such
forward-looking statements are subject to a number of risks and uncertainties
that could cause the actual results or performance of the Company to differ
materially from those described herein, include but not limited to the impact of
the global economic environment on the Company's customer base (particularly in
gaming and betting) and the resulting uncertainties; changes in technology and
market requirements; decline in demand for the Company's products; inability to
timely develop and introduce new software, services and applications;
difficulties or delays in absorbing and integrating acquired operations,
technologies and personnel; loss of market share; pressure on pricing resulting
from competition; and inability to maintain certain marketing and distribution
arrangements.
The foregoing information set forth in Items 1.01, 2.01 and 3.02 is qualified in
its entirety by reference to the full text of the Agreement, a redacted copy of
which is attached hereto as Exhibit 2.1, and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a), the financial statements of the
Company shall be provided as an amendment hereto not later than
September 9, 2016.
(b) Pro Forma Financial Information.
In accordance with Item 9.01(b), the pro forma consolidated financial
information shall be provided as an amendment hereto not later than
September 9, 2016.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part
of this current report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: July 1, 2016. EMPIRE GLOBAL CORP.
By: /s/ MICHELE CIAVARELLA, B.SC
------------------------------
MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
Exhibit Index
Exhibit No. Description of Exhibit
2.1* Share Exchange Agreement (Redacted) dated June 30, 2016 between
Empire Global Corp. (on the one hand) and the Company and the
equity holders (Sellers) of the Company (on the other hand).++
99.1 Press Release captioned Empire Global Corp. Completes Two Key
Acquisitions
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment, and the omitted information has been filed separately
with the Securities and Exchange Commission.
++ All schedules (and similar attachments) to the Agreement were omitted
pursuant to Section 601(b)(2) of Regulation S-K. Empire hereby agrees to furnish
a supplemental copy of any omitted schedule to the Securities and Exchange
Commission
