8-K

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 AND EXCHANGE ACT OF 1934

May 7, 2015 (May 5, 2015)
Date of report (Date of earliest event reported)

HERITAGE GLOBAL INC.
(Exact Name of Registrant as Specified in its Charter)

FLORIDA
(State or Other Jurisdiction of
Incorporation or Organization)

0-17973	59-2291344
(Commission File No.)	(I.R.S. Employer Identification No.)

12625 High Bluff Drive, Suite 305, San Diego, CA 92130
(Address of Principal Executive Offices)

(858) 847-0656
(Registrants Telephone Number, Including Area Code)

1 Toronto Street, Suite 700, P.O. Box 3, Toronto, Ontario, Canada, M5C 2V6
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

(b)                  Effective as of May 5, 2015, Allan Silber, Chairman of the Board, President and Chief Executive Officer of Heritage Global Inc. (“HGI” or the “Company”), has resigned from the roles of President and Chief Executive Officer. Mr. Silber’s resignation was not for cause. Mr. Silber will continue as Chairman of the Board and, as a non-employee director, will receive the standard compensation provided to all non-employee directors, the terms and provisions of which are described in further detail in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2015.

Effective as of May 5, 2015, Stephen Weintraub, Executive Vice President, Chief Financial Officer and Corporate Secretary of HGI, has resigned from the Company. Mr. Weintraub’s resignation was not for cause. Mr. Weintraub provided certain executive management services to the Company in accordance with the terms and provisions of the Management Services Agreement, by and between Counsel Corporation (“Counsel”) and HGI, dated May 1, 2014.

(c)                  Effective as of May 5, 2015, the individuals listed below have assumed roles as executive officers of the Company:

• Kirk Dove, 59, Managing Partner of the Company’s wholly-owned subsidiary, Heritage Global Partners Inc. (“HGP”), will assume the roles of the Company’s President and Chief Operating Officer.

• Ross Dove, 62, Managing Partner of HGP, will assume the role of the Company’s Chief Executive Officer, and Principal Executive Officer with respect to SEC filings.

• Scott West, 46, Chief Financial Officer of HGP, will assume the role of the Company’s Chief Financial Officer.

• James Sklar, 49, Executive Vice President and General Counsel of HGP, will assume the role of the Company’s Executive Vice President, General Counsel and Secretary.

There are no arrangements or understandings between the newly appointed officers and any other persons pursuant to which any such person was appointed as discussed above. Nor, with the exception of the fact that Kirk Dove and Ross Dove are brothers, are there any family relationships between any persons and any executive officers and directors.

(d)                  Effective as of May 5, 2015, Ross Dove and Morris Perlis, Executive Vice Chairman of Counsel, have been appointed by the Board of Directors of HGI as Class I Directors to fill existing vacancies. Subsequent to these appointments, the Board of Directors consists of eight members. Neither Mr. Dove nor Mr. Perlis have been appointed as a member of any of the Board committees. There are no arrangements or understandings between Mr. Dove and Mr. Perlis, and any other persons, pursuant to which they were selected to serve as directors on the Company’s Board.

Mr. Perlis will receive the standard compensation provided to all non-employee directors.

The biographical and background information of the executive officers and directors is as follows:

Allan Silber. Mr. Silber was elected to the Board as a Class II director in September 2001. He was appointed as Chairman of the Board in November 2001, a position he held until October 2004, and was again appointed as Chairman of the Board in March 2005. On January 19, 2011, Mr. Silber resigned the position of Chief Executive Officer and assumed the position of President. Mr. Silber is the Chairman and CEO of Counsel, which he founded in 1979. Mr. Silber attended McMaster University and received a Bachelor of Science degree from the University of Toronto.

Kirk Dove. Together with his brother, Ross Dove, Mr. Dove joined the Company when HGI acquired HGP in February 2012. Mr. Dove began his career in the auction business over twenty-five years ago, including, along with his brother, the position of global president of DoveBid, which was sold to a third party in 2008. The Messrs. Dove remained as global presidents of the business until September 2009, and then formed HGP in October 2009. In addition to his experience with the auction business, Mr. Dove was employed at Merrill Lynch for several years as a Senior Account Executive. Mr. Dove holds a Bachelor of Sciences degree in Business from Northern Illinois University. He is a Senior ASA Member of the American Society of Appraisers, and has been a member of the National Auctioneers Associations since 1985.

Ross Dove. Together with his brother, Kirk Dove, Mr. Dove joined the Company when HGI acquired HGP in February 2012. Mr. Dove began his career in the auction business over thirty years ago, beginning with a small family-owned auction house and helping to expand it into a global firm, DoveBid, which was sold to a third party in 2008. The Messrs. Dove remained as global presidents of the business until September 2009, and then formed HGP in October 2009. During his career, Mr. Dove has been actively involved in auction industry advances such as theatre-style auctions, which was a first step in migrating auction events onto the Internet. Mr. Dove has been a member of the National Auctioneers Associations since 1985, and a founding member of the International Auctioneers Association. He served as a director of Critical Path from January 2002 to January 2005 and has served on the boards of several venture funded companies.

Scott West. Mr. West joined HGP in March 2014, and has approximately 25 years of multi-national executive finance and business management experience. He began his career as an auditor for Ernst & Young, and also spent several years working on the due diligence, valuation and disposition of non-performing loans and foreclosed real estate assets of failed savings and loan institutions. Subsequently he was responsible for the finance function of various public and private equity funded companies, including Fortune 500 companies. He has expertise managing financial, technical, merger and acquisitions, and international accounting teams, and has deep knowledge of SEC financial reporting, Sarbanes Oxley compliance and international accounting matters. Mr. West holds a Bachelor of Science degree in Accounting from Arizona State University, and has been a Certified Public Accountant since 1993.

James Sklar. Mr. Sklar joined HGP in June 2013, and has over two decades of relevant legal experience serving leading worldwide asset advisory and auction services firms. Mr. Sklar began his career practicing law at Jaffe Raitt Heuer and Weiss in Detroit, MI, subsequently became a partner at Zussman and Sklar in Birmingham, MI, and also served as outside and then general counsel for Norman Levy Associates, Inc. Prior to joining HGP, Mr. Sklar spent 12 years with GoIndustry-DoveBid, where he provided legal representation for the company’s operations in North America, Europe, Asia and Latin America, playing a key role in establishing relationships with global alliance partners and implementing international contract processes, as well as handling business transactions and other legal matters. Mr. Sklar holds a juris doctorate degree with cum laude honors from Wayne State University Law School and a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania.

Morris Perlis. Mr. Perlis, Executive Vice Chairman of Counsel since July 2009, has extensive experience in senior strategic and management roles, including prior service as Counsel’s President from 1992 until 2001. He is President of Morris Perlis & Associates, which he established in 1992. Mr. Perlis also spent 13 years with American Express, including terms as President of American Express Canada and Executive Vice President, and four years as President and CEO of Mad Catz Interactive, a leading manufacturer of quality gaming accessories. Mr. Perlis has an M.B.A. from York University and a Bachelor of Economics and History from Concordia University. He is active on a number of private and not-for-profit boards.

The only transaction involving the Company and the above officers and directors, which transaction is reportable pursuant to Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended, is with respect to premises which the Company leases from the Messrs. Dove for use in its operations. These premises are located in Foster City, CA, and the lease amounts paid to the Messrs. Dove total approximately $228,000 per year.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.	Exhibit
99.1	Press Release dated May 6, 2015

SIGNATURES

Pursuant to 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.

	Heritage Global Inc.
Date: May 7, 2015	By:        /s/ James Sklar
	Name:James Sklar
	Title: Executive Vice President,
	General Counsel and Secretary

EX-99.1

Exhibit 99.1

HERITAGE GLOBAL INC. APPOINTS PROVEN AUCTION INDUSTRY VETERANS
ROSS DOVE TO ROLE OF CHIEF EXECUTIVE OFFICER AND KIRK DOVE
TO ROLE OF PRESIDENT AND CHIEF OPERATING OFFICER

- Scott West to Serve as Chief Financial Officer -

- James Sklar Named Executive Vice President, General Counsel and Secretary -

- Ross Dove and Morris Perlis Appointed Class I Directors -

SAN DIEGO, California, and TORONTO, Canada (May 06, 2015) – Heritage Global Inc. (OTCQB: HGBL, CSE: HGP) (“HGI”, the “Company”), a leader in asset liquidation transactions, valuations and advisory services, today announced that its Board of Directors has appointed new members to the Company’s executive management team effective immediately.

Ross Dove Appointed Chief Executive Officer
The Board of Directors has appointed Ross Dove Chief Executive Officer of the Company, succeeding Allan Silber. Mr. Silber will continue in his role as Chairman of the Board and will continue to provide strategic counsel to Heritage Global.

Ross Dove previously served as Managing Partner of Heritage Global Partners (“HGP”), a global leader in asset advisory and auction services and a subsidiary of Heritage Global Inc.

Ross Dove has over thirty years of auction industry experience. Starting out at a small family auction house in San Francisco with his father and grandfather, Ross Dove became an industry pioneer and innovator, responsible for countless advancements and industrial auctioneering firsts. Before co-founding Heritage Global Partners with his brother Kirk Dove, he helped build a leading auction company into one of the largest and most respected global industrial asset and commercial property auctioneers today. His success has been widely chronicled in major publications, including Fortune, Forbes, the Wall Street Journal, Business Week, and the Economist, among others.

Commenting on the appointment, Allan Silber, Chairman of the Board of Heritage Global Inc. stated, “With Ross and Kirk’s appointments and the other executive management changes announced today, the Board of Directors is positioning Heritage Global Inc. for its next phase of innovation and growth.

“Ross brings to his new position a deep understanding of the Company and its asset liquidation, advisory and investment banking businesses. As Managing Partner, he opportunistically expanded our worldwide footprint, formed strategic partnerships, generated consistent top-line revenue growth, and created further value for our corporate clients, customers and investors. Ross is a proven leader with an industry-wide reputation of delivering exceptional service and innovative capital asset solutions to global clientele including regional and multinational corporations. We look forward to the benefit of his knowledge, experience and relationships as HGI continues to pursue its goals for near- and long-term growth. The Board and I will remain actively engaged with the leadership team to drive the Company’s future success throughout this transition.”

Commenting on his new role, Ross Dove stated, “We are encouraged by the progress we have made over the past several years towards building Heritage Global Inc. into a leading provider of capital asset solutions. In this new role, I will leverage the management experience and deep industry relationships built over my career to generate results and further strengthen Heritage’s position as a leading provider of principal and syndicated surplus capital asset transactions, long-term forward flow contracts, and asset advisory and turnkey auction services. We remain confident about the prospects for future success and committed to our goal of enhancing long-term shareholder value as we move through 2015 and beyond.

“I would like to sincerely thank Allan for his outstanding service throughout his term as CEO of Heritage Global Inc. I look forward to working with him in his ongoing capacity as HGI’s Chairman of the Board. I would also like to thank Stephen Weintraub for his contributions as CFO of HGI.”

Kirk Dove Appointed President and Chief Operating Officer
The Board of Directors has appointed Kirk Dove President and Chief Operating Officer of the Company. Kirk Dove is co-founder of Heritage Global Partners and previously served as HGP’s Managing Partner. Kirk Dove brings over 30 years of experience to his new role. Kirk and his brother Ross have managed more than 4,000 industrial auctions in 30 countries throughout their respective careers. Kirk has been instrumental in further expanding and diversifying HGP’s suite of asset liquidation, valuation and advisory services as well as forging exclusive alliances and strategic partnerships with other auctioneering firms.

In his new role, Kirk will work with other corporate personnel to develop, execute, and monitor operating strategies aimed at achieving corporate and global business objectives and financial goals. He will have direct oversight of HGI’s worldwide base of sales directors and account executives as well as marketing and support/services personnel and will be responsible for managing global partner and alliance operations. In addition, he will work across HGI’s various business units to administer policies and procedures to improve operating efficiencies and the effectiveness and service of the Company’s operations.

Scott West Appointed Chief Financial Officer
The Board of Directors has appointed Scott West as the new Chief Financial Officer of the Company, succeeding Stephen Weintraub. Mr. West previously served as Chief Financial Officer of HGP.

Mr. West has 25 years of multi-national executive financial accounting and business management experience serving various public and private equity funded companies, including Fortune 500 companies. He has expertise managing financial, technical, M&A, and international accounting teams and has deep knowledge of SEC financial reporting, SOX compliance and international accounting matters.

In his new role, Mr. West will be responsible for all of the Company’s financial and treasury functions including financial reporting, bank relationships, conducting internal and industry analysis to support the Company’s goals for growth, investor relations, and M&A activity.

James Sklar Appointed Executive Vice President, General Counsel and Secretary
The Board of Directors has appointed James Sklar as the Executive Vice President, General Counsel and Secretary of the Company. Mr. Sklar previously served as Executive Vice President, General Counsel of HGP.

Mr. Sklar has over two decades of relevant legal experience serving leading worldwide asset advisory and auction services firms. Throughout his career, he has played a key role in establishing relationships with global alliance partners and implementing international contracts as well as expanding the adoption of the auction sale process in North America, Europe, Asia and Latin America.

In his new role, Mr. Sklar will be responsible for all of the Company’s legal matters including negotiating global transactional and business alliance documents, managing relationships and contracts with worldwide clients and business partners, and providing legal representation for Heritage Global Partners, Heritage Global Partners Europe, Heritage Global Valuations, Heritage Equity Partners and Heritage National Loan Exchange.

Class I Board of Director Appointments
In addition, the Board of Directors appointed Ross Dove and Morris Perlis, to serve as Class I Directors on the Board of Heritage Global Inc.

About Heritage Global Inc. (www.heritageglobalinc.com)

Heritage Global Inc. (OTCQB: HGBL, CSE: HGP) is a value-driven, innovative leader in asset liquidation transactions, valuations and advisory. The Company focuses on identifying, valuing, acquiring and monetizing surplus and distressed capital assets in 25 global manufacturing and technology sectors. It specializes in both acting as an advisor as well as acquiring turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios and related intellectual property.

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address the Company's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which the Company currently operates, but because of the factors listed herein, as well as other factors beyond the Company's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Company's securities and other regulatory filings.

Contact:

Scott West
Chief Financial Officer
Heritage Global Inc.
858/847-0656

Jennifer Neuman, Joseph Jaffoni
JCIR
HGBL@jcir.com or 212/835-8500