Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2016
NEWGIOCO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
Effective July 20, 2016, Empire Global Corp. (the "Company") changed its name to
Newgioco Group, Inc. The name change was made pursuant to Section 253 of the
Delaware General Corporation Law by merging a wholly-owned subsidiary of the
Company with and into the Company. The Company is the surviving corporation and,
in connection with the merger, we amended Article One of the Company's Amended
and Restated Certificate of Incorporation to change our corporate name to
Newgioco Group, Inc. pursuant to a Certificate of Ownership and Merger filed
with the Secretary of State of the State of Delaware on July 20, 2016. A copy of
the Certificate of Ownership and Merger is attached hereto as Exhibit 31. In
addition, the By-laws of the Company were also amended and restated to reflect
the name change to Newgioco Group, Inc.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
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31 Certificate of Ownership and Merger filed with the Secretary of
State Of Delaware on December 1, 2011
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 21, 2016 NEWGIOCO GROUP, INC.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Office