Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - GRANDPARENTS.COM, INC. | v312738_ex3-1.htm |
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 event reported): May 9, 2012
Grandparents.com, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-21537 | 93-1211114 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
| incorporation) |
|
589 Eighth Avenue, 6th Floor New York, New York |
10018 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 646-839-8800
| N/A |
| (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 (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. |
On May 9, 2012, Grandparents.com, Inc. (the “Company”) filed a Second Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of the Company’s capital stock to 155,000,000, consisting of 150,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $.01 per share (the “Amendment”). As described in the Company’s Information Statement on Schedule 14C first mailed to the Company’s stockholders on April 17, 2012, the Company’s Board of Directors and the holder of a majority of the Company’s voting securities approved the Amendment on February 23, 2012. Upon filing of the Amendment, the one share of the Company’s Series A Convertible Preferred Stock, par value $.01 per share, automatically converted into 55,887,491 shares of the Company’s common stock and the 3,000,000 shares of the Company’s Series B Convertible Preferred Stock, par value $.01 per share, automatically converted into 12,897,172 shares of the Company’s common stock. Accordingly, as of May 9, 2012, the Company had 85,855,814 shares of common stock outstanding.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | ||
| 3.1 | Second Certificate of Amendment to Second Amended and Restated Certificate of Incorporation | ||
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 hereunto duly authorized.
| Dated: May 11, 2012 | GRANDPARENTS.COM, INC. | |
| By: | /s/ Joseph Bernstein | |
| Joseph Bernstein | ||
| Co-Chief Executive Officer, Chief Financial Officer and Treasurer | ||