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): November 26, 2014
EMPIRE GLOBAL CORP.
(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 7.01. REGULATION FD DISCLOSURE
On December 1, 2014, Empire Global Corp. issued a press release announcing that
it has signed a breakthrough confidential Letter of Intent to acquire one of the
largest AAMS licenced gaming operators in Italy and its highly talented
management and staff for EUR 16 million. The inclusive management and staff
represented a key component of the transaction and will significantly boost
Empire Global Corp's talent in developing its gaming business in Italy and
Europe.
The company's press release announcing the Letter of Intent is included as
Exhibit 99.1.
Item 8.01 OTHER EVENTS
On November 25, 2014, Empire Global Corp. signed a confidential letter of intent
to acquire one of the largest Italian gaming operators licenced under the
Agenzia delle Dogane e dei Monopoli (formerly Amministrazione Autonoma Monopoli
di Stato) ("AAMS").
The acquisition of the corporate entity will result in the operator becoming a
wholly owned subsidiary of Empire Global Corp. and includes the licenced entity
as well as all of the physical assets, intellectual property, including brand
and insignia, client base and active current gaming business. In addition, the
existing management and staff of the entity, considered to be key industry
experts will remain and significantly boost Empire Global Corp's talent in
developing our gaming business in Italy and Europe.
The operator, with over EUR 6 million in assets, has active businesses in over
50 locations and more than 40,000 clients throughout Italy. As a result of this
acquisition, combined with the previously announced aggregations, Empire expects
to generate over EUR 5 million in consolidated annual EBITDA.
The company will pay EUR 16 million in a combination of cash and shares of
Empire Global Corp. in instalments commencing on the closing date, followed by
payments at 12 and 18 months from the closing date. On the closing of this
acquisition, the operator will become a wholly owned subsidiary of Empire Global
Corp. to add to our corporate family with Multigioco Srl and Streamlogue
Holdings Limited.
The transaction is subject to the completion of a Material Definitive Agreement
to take effect upon the completion of satisfactory due diligence period, audited
financial statements and regulatory approval.
The Company will file a current report on Form 8-K under Item 1.01 upon entry
into a Material Definitive Agreement, and as required, within four business days
after the completion of the Material Definitive Agreement under Item 2.01.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 99.1 - Press Release dated December 1, 2014.
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: December 1, 2014. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated December 1, 2014 captioned "Empire Global
Corp. Signs Breakthrough Deal to Acquire Major Gaming Operator
and Talent in Italy"