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EX-99.1 - EXHIBIT 99.1 - GRANDPARENTS.COM, INC.v332265_ex99-1.htm



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 16, 2013, 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.)


589 Eighth Avenue, 6th Floor

New York, New York

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: 646-839-8800


(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 7.01 Regulation FD Disclosure.


On January 16, 2013,, Inc. (the “Company”) will be distributing to certain third parties a PowerPoint presentation (the “Presentation”) about the Company. A copy of the Presentation is furnished with this Current Report on Form 8-K (the “Report”) as Exhibit 99.1, which is incorporated herein by reference.


The information contained in this Report, including the Presentation, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement, filing or other document of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such a filing. The Company makes no admission as to the materiality of any information in this Report that is required to be disclosed solely by reason of Regulation FD.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits




99.1*   PowerPoint Presentation


* Furnished herewith




All statements that are included in this Report and the exhibits hereto, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control, and which risks and uncertainties have been described in greater detail in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. The Company cautions you not to place undo reliance on the forward-looking statements, which speak only as of the date of this Report or an earlier date as may be indicated. The Company disclaims any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law.




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: January 16, 2013 GRANDPARENTS.COM, INC.
  By: /s/ Joseph Bernstein
    Joseph Bernstein
    Co-Chief Executive Officer, Chief Financial Officer and Treasurer