UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number: 0-21537

 

Grandparents.com, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		93-1211114
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:	Name of each exchange on which registered:
None	None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)		Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the OTC Bulletin Board, was approximately $6,311,690.

 

As of March 30, 2014, there were 103,646,804 shares of the registrant’s common stock, $.01 par value per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

  

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K for Grandparents.com, Inc. (the “Company”) for the year ended December 31, 2013, filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2014 (the “Form 10-K”), is to file a revised redacted version of Exhibit 10.48 included in Part IV, Item 15 of the Form 10-K in connection with a Confidential Treatment Request filed with that exhibit. Confidential treatment has been requested from the Commission for certain portions of Exhibit 10.48 under Rule 24b-2.

 

This Amendment only affects Part IV, Item 15 of the Form 10-K; no other changes have been made. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-K.

 

In accordance with Rule 12b-15 under the Securities Act of 1934, as amended, this Amendment also includes as exhibits the new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

 

 

PART IV

Item 15.  Exhibits, Financial Statement Schedules.

 

(a)(1) Consolidated Financial Statements—Our consolidated financial statements are set forth in Part II, Item 8 of the Form 10-K.

 

(a)(2) Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

 

(b) The exhibits listed below are included with this Report or incorporated herein by reference:

 

Certain of the exhibits listed below contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties (i) may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements, (ii) may apply standards of materiality that differ from those of a reasonable investor and (iii) may have been made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

						Incorporated by Reference
Exhibit Number		Description		Filed/ Furnished Herewith		Form		File Number		Filing Date		Exhibit Number
3.1		Third Amended and Restated Certificate of Incorporation of Grandparents.com, Inc.				8-K		000-21537		March 10, 2014		3.3
3.2		Second Amended and Restated Bylaws of Grandparents.com, Inc.				8-K		000-21537		February 27, 2012		3.4
10.1		Warrant issued to Grandparents.com LLC				8-K		000-21537		February 27, 2012		4.1
10.2		Advisory Warrant issued to John Thomas Financial, Inc.				8-K		000-21537		February 27, 2012		4.2
10.3		Placement Agent Warrant issued to John Thomas Financial, Inc.				8-K		000-21537		February 27, 2012		4.3
10.4		Amended and Restated Promissory Note in favor of Steven E. Leber +				8-K		000-21537		February 27, 2012		10.9
10.5		Amended and Restated Promissory Note in favor of Joseph Bernstein +				8-K		000-21537		February 27, 2012		10.10
10.6		Amended and Restated Promissory Note in favor of Meadows Capital, LLC +				8-K		000-21537		February 27, 2012		10.11
10.7		Amended and Restated Promissory Note in favor of Leber-Bernstein Group, LLC +				8-K		000-21537		February 27, 2012		10.12
10.8		Promissory Note in favor of Vanessa de Oliveira				10-Q		000-21537		November 21, 2012		10.1
10.9		Joint and Several Guaranty of Payment by Steven Leber and Joseph Bernstein in favor of Vanessa de Oliveira (8) +				10-Q		000-21537		November 21, 2012		10.3

 

 

10.10		Contribution and Indemnification Agreement by and among the Company, Steven Leber and Joseph Bernstein regarding the Oliveira Note (10) +				10-Q		000-21537		November 21, 2012		10.5
10.11		Promissory Note in favor of Mel Harris				10-Q		000-21537		November 21, 2012		10.2
10.12		Amended and Restated Promissory Note in favor of Mel Harris				8-K		000-21537		February 1, 2013		10.1
10.13		Second Amended and Restated Promissory in favor of Mel Harris				10-K		000-21537		April 16, 2013		10.22
10.14		Third Amended and Restated Promissory Note in favor of Mel Harris				10-Q		000-21537		August 19, 2013		10.18
10.15		Fourth Amended and Restated Promissory Note in favor of Mel Harris				10-Q		000-21537		November 19, 2013		10.3
10.16		Fifth Amended and Restated Promissory Note in favor of Mel Harris				10-Q		000-21537		November 19, 2013		10.4
10.17		Joint and Several Guaranty of Payment by Steven Leber and Joseph Bernstein in favor of Mel Harris +				10-Q		000-21537		November 11, 2012		10.4
10.18		Contribution and Indemnification Agreement by and among the Company, Steven Leber and Joseph Bernstein regarding the Harris Note +				10-Q		000-21537		November 11, 2012		10.6
10.19		Form of Note Purchase Agreement				10-K		000-21537		April 16, 2013		10.27
10.20		Form of 12% Secured Convertible Promissory Note issued pursuant to Note Purchase Agreement				8-K		000-21537		December 13, 2012		4.1
10.21		Form of Warrant issued pursuant to Note Purchase Agreement				8-K		000-21537		December 13, 2012		4.2
10.22		Security Agreement by and between the Company and John Thomas Financial, Inc. pursuant to Note Purchase Agreement				10-K		000-21537		April 16, 2013		10.30
10.23		Limited Guaranty of Payment by Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to Note Purchase Agreement +				10-K		000-21537		April 16, 2013		10.31
10.24		Contribution and Indemnification Agreement by and among the Company, Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to Limited Guaranty of Payment +				10-K		000-21537		April 16, 2013		10.32
10.25		Form of Warrant issued to Steven Leber, Joseph Bernstein and Dr. Robert Cohen pursuant to the Limited Guaranty of Payment +				10-K		000-21537		April 16, 2013		10.33
10.26		Form of Amended and Restated Note Purchase Agreement				8-K		000-21537		June 6, 2013		10.1

 

 

10.27		Form of Convertible Promissory Note issued pursuant to Amended and Restated Note Purchase Agreement				8-K		000-21537		June 6, 2013		10.2
10.28		Form of Amended and Restated Convertible Promissory Note				10-Q		000-21537		August 19, 2013		10.5
10.29		Form of Warrant issued pursuant to Amended and Restated Note Purchase Agreement				8-K		000-21537		June 6, 2013		10.3
10.30		Form of February 2013 Promissory Note +				8-K		000-21537		February 28, 2013		10.1
10.31		Form of Amendment to February 2013 Promissory Notes +				10-K		000-21537		April 10, 2014		10.31
10.32		Form of June 2013 Demand Promissory Note +				8-K		000-21537		June 18, 2013		10.1
10.33		Form of January 2014 Demand Promissory Note +				10-K		000-21537		April 10, 2014		10.33
10.34		Form of First April 2013 Securities Purchase Agreement				10-K		000-21537		April 16, 2013		10.38
10.35		Form of Warrant issued pursuant to First April 2013 Securities Purchase Agreement				10-K		000-21537		April 16, 2013		10.39
10.36		Form of Second April 2013 Securities Purchase Agreement				8-K		000-21537		April 26, 2013		10.1
10.37		Form of Warrant issued pursuant to Second April 2013 Securities Purchase Agreement				8-K		000-21537		April 26, 2013		10.2
10.38		Form of June 2013 Securities Purchase Agreement				10-Q		000-21537		August 19, 2013		10.14
10.39		Form of July 2013 Securities Purchase Agreement				10-Q		000-21537		August 19, 2013		10.15
10.40		Form of Warrant issued pursuant to June 2013 and July 2013 Securities Purchase Agreements				10-Q		000-21537		August 19, 2013		10.16
10.41		Form of October 2013 and November 2013 Securities Purchase Agreement				10-Q		000-21537		November 19, 2013		10.1
10.42		Form of Warrant issued pursuant to October 2013 and November 2013 Securities Purchase Agreements				10-Q		000-21537		November 19, 2013		10.2
10.43		Marketing and Distribution Agreement by and between Grandparents Health Plans, LLC and Humana MarketPoint, Inc.				10-Q		000-21537		August 14, 2012		10.1
10.44		Strategic Alliance Agreement with Starr Indemnity & Liability Company				8-K		000-21537		January 10, 2013		10.1
10.45		First Amendment to Strategic Alliance Agreement with Starr Indemnity & Liability Company				10-K		000-21537		April 16, 2013		10.35

 

 

10.46		Alliance Agreement with Cegedim Inc.				10-K		000-21537		April 16, 2013		10.37
10.47		Program Agreement by and between Grandparents.com, Inc. and Aetna Life Insurance Company (1)				10-Q		000-21537		November 19, 2013		10.5
10.48		Third Party Agreement by and among Grandparents.com, Inc., Aetna Life Insurance Company and Reader’s Digest (1)		*
10.49		Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Steven E. Leber +				8-K		000-21537		February 27, 2012		10.5
10.50		Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Joseph Bernstein +				8-K		000-21537		February 27, 2012		10.6
10.51		Employment Agreement dated as of February 23, 2012 by and between Grandparents.com, Inc. and Matthew Schwartz +				8-K		000-21537		February 27, 2012		10.8
10.52		Amendment to Employment Agreement dated as of March 1, 2014 by and between Grandparents.com, Inc. and Matthew Schwartz +				10-K		000-21537		April 10, 2014		10.52
10.53		Warrant issued to Matthew Schwartz dated March 15, 2014 +				10-K		000-21537		April 10, 2014		10.53
10.54		Employment Agreement dated as of April 3, 2012 by and between Grandparents.com, Inc. and Ellen Breslau +				S-1		333-182326		June 25, 2012		10.17
10.55		Employment Agreement dated as of December 9, 2013 by and between Grandparents.com, Inc. and Lee Lazarus +				10-K		000-21537		April 10, 2014		10.55
10.56		Non-Qualified Stock Option Agreement dated as of December 9, 2013 by and between Grandparents.com, Inc. and Lee Lazarus +				10-K		000-21537		April 10, 2014		10.56
10.57		Amended and Restated 2012 Stock Incentive Plan +				10-K		000-21537		April 10, 2014		10.57
10.58		Form of Non-Qualified Stock Option Grant Letter +				8-K		000-21537		February 27, 2012		10.14
10.59		Form of Incentive Stock Option Grant Letter +				10-K		000-21537		April 10, 2014		10.59
10.60		Form of Warrant issued to Certain Officers and Directors +				10-Q		000-21537		August 19, 2013		10.17

 

 

10.61

Mahl Resignation and Release Agreement

8-K

000-21537

June 13, 2013

10.1

10.62

Mahl Consulting Agreement

8-K

000-21537

June 13, 2013

10.2

14.1

Code of Ethics

10-K

000-21537

September 27, 2011

14.1

21.1

Subsidiaries

10-K

000-21537

April 10, 2014

21.1

23.1

Consent of Daszkal Bolton LLP

10-K

000-21537

April 10, 2014

23.1

31.1

Certification of Co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

31.2

Certification of Co-Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

32.1

Certification of Co-Principal Executive Officers and Principal Financial and Accounting Officer of the Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10-K

000-21537

April 10, 2014

32.1

101.INS

XBRL Instance Document

**

101.SCH

XBRL Taxonomy Schema

**

101.CAL

XBRL Taxonomy Calculation Linkbase

**

101.DEF

XBRL Taxonomy Definition Linkbase

**

101.LAB

XBRL Taxonomy Label Linkbase

**

101.PRE

XBRL Taxonomy Presentation Linkbase

**

 

(1)

Portions of this exhibit containing confidential information have been omitted pursuant to a request for confidential treatment filed with the SEC pursuant to Rule 24b-2 under the Exchange Act. Confidential information has been omitted from the exhibit in places marked “[***]”and has been filed separately with the SEC.

+ Denotes a management contract or compensatory plan or arrangement

* Filed herewith.

** Previously furnished with the Grandparents.com, Inc. Annual Report on Form 10-K filed April 10, 2014 (file no. 000-21537).

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:

 

	GRANDPARENTS.COM, INC.
Dated: September 9, 2014	/s/ Steven E. Leber
	Steven E. Leber
	Chairman, Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

 

Name		Title		Date
/s/ Steven E. Leber		Chairman, Chief Executive Officer (Principal Executive Officer)		September 9, 2014
Steven E. Leber
/s/ Mel Harris		Director		September 9, 2014
Mel Harris
/s/ Lee Lazarus		Director, Chief Operating Officer		September 9, 2014
Lee Lazarus
/s/ Dr. Robert Cohen		Director		September 9, 2014
Dr. Robert Cohen
/s/ Louis P. Karol		Director		September 9, 2014
Louis P. Karol