Attached files
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
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 20, 2017
GRANDPARENTS.COM,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-21537
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93-1211114
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(State
or other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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589
Eighth Avenue, 6th
Floor
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New
York, NY
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10018
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(Address of Principle Executive
Offices)
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(Zip Code)
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Registrant’s
Telephone Number, Including Area Code
(646)
839-8800
Not
Applicable
(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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for
complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
As
previously disclosed, on April 14, 2017, Grandparents.com, Inc.
(the “Company”) and its
wholly-owned subsidiary Grand Card, LLC ("Grand Card") each
filed a voluntary petition for relief under Chapter 11 of
Title 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) in the United States Bankruptcy
Court for the Southern District of Florida (Miami Division) (the
“Bankruptcy Court”), In re: Grandparents.com, Inc.,
Case No. 17-14711 (the “Chapter 11 Filing”). On May 23,
2017, the Company and Grand Card each filed a monthly operating
report for the period from April 14, 2017 through April 30, 2017
(the “Operating Reports”) with the Bankruptcy Court.
The Operating Reports, including an addendum to the Company's
operating report, are attached hereto as Exhibits 99.1, 99.2, and
99.3 and are furnished pursuant to this Item 7.01.
The
Operating Reports are limited in scope, cover a limited time
period, and have been prepared solely for the purpose of complying
with reporting requirements of the Bankruptcy Court and the
Bankruptcy Code, 11 U.S.C. §§ 101-1532. The financial
information contained in the Operating Reports is preliminary and
unaudited and does not purport to show the financial statements of
the Company or Grand Card in accordance with accounting principles
generally accepted in the United States of America
(“GAAP”) and, therefore, may exclude items required by
GAAP, such as certain reclassifications, eliminations, accruals,
and disclosure items. The Company cautions readers not to place
undue reliance on the Operating Reports. The Operating Reports may
be subject to revision. The Operating Reports are in a format
required by the Bankruptcy Court and the Bankruptcy Code and should
not be used for investment purposes. The information in the
Operating Reports should not be viewed as indicative of future
results.
Limitation on Incorporation by Reference
The
Operating Reports are being furnished for informational purposes
only and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall the
Operating Reports be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended. Registration
statements or other documents filed with the U.S. Securities and
Exchange Commission shall not incorporate the Operating Reports or
any other information set forth in this Current Report on Form 8-K
by reference, except as otherwise expressly stated in such filing.
This Current Report on Form 8-K will not be deemed an admission as
to the materiality of any information in the report that is
disclosed.
Item 8.01. Other Events.
As
previously disclosed, the Company terminated Riaz Latifullah as its
Chief Financial Officer on December 11, 2015. Mr. Latifullah filed
a complaint with the Occupational Safety and Health Administration
("OSHA") on December 28, 2015 and with the American Arbitration
Association ("AAA") on November 17, 2016 alleging retaliatory
employment practices in violation of the whistleblower provisions
of the Sarbanes-Oxley Act and breach of employment contract
seeking. Mr. Latifullah sought $10 million in damages in his AAA
complaint and $5 million in damages in his OSHA complaint, each of
which the Company contested.
On
March 20, 2017, the Company and Mr. Latifullah settled the AAA
matter for $40,000, and in connection with the AAA settlement, the
Company requested that the OSHA matter be terminated. The Company
received a letter from OSHA dated May 16, 2017 notifying it that
OSHA had closed its investigation into the complaint filed by Mr.
Latifullah against the Company.
Forward-looking statements
Any
statements in this Current Report on Form 8-K that are not
historical facts are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended.
Readers are advised that such forward-looking statements are
subject to risks and uncertainties that could significantly affect
actual results from those expressed in any such statements. Readers
are directed to the Company’s Current Report on Form 8-K
filed on April 22, 2017 for a discussion of such risks and
uncertainties. Such risks and uncertainties include, among other
things, our ability to reach an agreement with respect to any
restructuring, our ability to meet our liquidity needs, the impact
of the Chapter 11 Filings on our financial results, whether we will
be able to obtain confirmation of a Chapter 11 plan of liquidation,
whether we will be able to exit bankruptcy, and whether our cases
will be converted to Chapter 7 cases. Statements included in this
Current Report on Form 8-K are based upon information known to the
Company as of the date of this report, and the Company assumes no
obligation to update or revise the forward-looking statements
contained in this report, except as required by law.
Item
9.01. Financial Statement and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Monthly Operating
Report of Grandparents.com, Inc. for the period from April 14, 2017
through April 30, 2017.
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Monthly
Operating Report of Grand Card, LLC for the period from April 14,
2017 through April 30, 2017.
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Addendum to
Grandparents.com, Inc. Monthly Operating
Report.
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2
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.
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May 23,
2017 |
By:
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/s/Joshua
Rizack
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Joshua Rizack |
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Chief Restructuring
Officer |
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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Monthly Operating
Report of Grandparents.com, Inc. for the period from April 14, 2017
through April 30, 2017.
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Monthly
Operating Report of Grand Card, LLC for the period from April 14,
2017 through April 30, 2017.
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Addendum to
Grandparents.com, Inc. Monthly Operating
Report.
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