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): May 19, 1998
EMPIRE COMMUNICATIONS CORPORATION
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Exact name of registrant as specified in its charter
Nevada 333-16031 86-0793960
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State or other jurisdiction Commission File No. IRS Employer ID #
of incorporation
10670 North Central Expressway, Dallas, Texas 75231
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Address and zip code of principal executive offices
214-750-1323, Extension 26
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Registrant's telephone number
Item 1. Changes in Control of Registrant
The Registrant previously reported the acquisition of its Series A
convertible Preferred Stock by Empire Financial LLC, resulting in Empire having
voting control over the Registrant. As reported below, Empire Financial has
informed the Registrant of its desire to rescind that investment, and has
offered to surrender the Series A stock in return for a refund of the purchase
price. The Registrant has agreed to rescind the Series A Preferred Stock
investment transaction. The rescission of the Series A Convertible Preferred
Stock issuance results in Mr. and Mrs. Cornelius Hofman and Mr. David Nemelka
again becoming the largest and controlling shareholders of the Registrant.
Item 2. Acquisition or Disposition of Assets
Registrant previously reported the assignment to it of rights to
purchase the businesses known as PaperDirect and Current Social Expressions from
the DeLuxe Corporation. This assignment came through Empire Financial
Corporation of Dallas, Texas. On May 15, 1998, Empire informed the Registrant
that it was rescinding its assignment of the PaperDirect and Current Social
Expressions rights to the Registrant, based largely on the Registrant's
insistence on getting audited financial information about PaperDirect and
Current Social Expressions as a condition to raising needed new equity funds to
close the transaction. On the same day, Empire Financial LLC informed the
Registrant that it was rescinding its purchase of the Registrant's Series A
Convertible Preferred Stock. The Registrant has agreed to both of these
rescissions.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
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Item 5. Other Events
A private placement offering of the Registrant's common stock ongoing
for the past several weeks in order to raise equity capital for the PaperDirect
and Current Social Expressions acquisition transaction, has been closed and
terminated. All investor funds received in this private offering to date have
been or soon will be returned to the investors. No new common stock has been
issued.
Item 6. Resignation of Registrant's Directors
As previously reported, all of the former executive officers and
directors of the Registrant resigned to make way for the nominees of Empire
Financial LLC through its voting control of the Registrant. With the rescission
of Empire's purchase of Series A Convertible Preferred Stock, described above,
it is expected that the current executive officers will tender their
resignations and all of the current directors will also resign after electing
new directors and officers for the Registrant. This election is expected to take
place as soon as possible during the second quarter of 1998.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
Not Applicable.
Item 8. Changes in Fiscal Year
Not Applicable.
Item 9. Sales of equity securities pursuant to Regulation S
Not Applicable.
The following Exhibits are filed with the Report.
NONE
EMPIRE COMMUNICATIONS CORPORATION
/s/ Louis A. Farris, Jr.
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Louis A. Farris, Jr.,
Chairman and Chief Executive Officer
Dated: May 19, 1998
