Attached files
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| EX-10.1 - AGREEMENT BY AND BETWEEN GRANDPARENTS.COM, INC., AMERICAN GRANDPARENTS ASSOCIATI - GRANDPARENTS.COM, INC. | gpcm_ex10-1.htm |
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): March 7, 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
New York, NY 10018
(Address
of principal executive offices, including zip code)
(646)
839-8800
(Registrant’s
telephone number, including area code)
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))
Item 1.02. Termination of a Material Definitive
Agreement.
The
information set forth below in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this item.
Item 5.02.
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
On April 14, 2017,
the Board of Directors (the "Board") of Grandparents.com, Inc. (the
"Company") terminated Steve Leber as the Company's Chief Executive
Officer and terminated his employment agreement dated June 24,
2014, as amended on September 15, 2016. As a result, Mr. Leber no
longer serves as the Company's principal executive
officer, principal financial officer, or principal accounting
officer. Also, Mr. Leber resigned
as a member of the Board on April 14, 2017.
On April 14,
2017, Lee Lazarus resigned as a director of the Company. Mr.
Lazarus continues to serve as the Company's Chief Operating
Officer.
Previously, on
March 9, 2017, the Board appointed Joshua Rizack as Chief
Restructuring Officer of the Company.
Mr. Rizack, 50, has
served as Chief Restructuring Officer of the Company since March 9,
2017, and will continue to serve until the effective date of a plan
of reorganization in the Company's Chapter 11 case. Mr. Rizack is a
seasoned financial and turnaround consultant with more than 25
years of experience. Mr. Rizack has served as Managing Director of
The Rising Group Consulting, Inc., a financial consulting company,
since 1991. From 2009 to 2010, Mr. Rizack served as a senior
director in Zolfo Cooper, LLC, a management consulting firm that
provides corporate restructuring services to corporations, law
firms, and financial institutions. In addition, he has acted as
Chief Restructuring Officer, President/CEO, Plan Administrator, and
served on Equity Committees of distressed companies. He has served
in the capacity of CEO/President/CRO for Oberon Media, Spy
Magazine, Windsor Door, VICWEST Corporation, Sonix Medical
Resources, and Alliance Precision Plastics, among others. Mr.
Rizack brings extensive experience negotiating with creditors,
disposing of nonessential assets to raise cash, advising on
fraudulent conveyance matters, preference actions, commencement of
litigation, and preparing disclosure statements. Mr. Rizack
graduated from New York University, with a degree in
Economics.
Also, on March 7,
2017, the Company entered into an agreement with The Rising Group
Consulting, Inc. ("The Rising Group"). Pursuant to the agreement,
Mr. Rizack now serves as Chief Restructuring Officer of the
Company. The term of the agreement began on March 9, 2017 and ends
on the effective date of a plan of reorganization in the Company's
Chapter 11 case. The agreement may be cancelled by either party at
any time. The Rising Group's compensation pursuant to the agreement
will include an initial retainer in the amount of $50,000, and a
fee of $25,000 per month. The foregoing description of the material
terms of the agreement with The Rising Group is qualified by
reference to the terms of the agreement filed with this report as
Exhibit 10.1 and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
10.1
Agreement by and
between Grandparents.com, Inc., American Grandparents Association
LLC, Grandparents Insurance Solutions LLC, Grand Card LLC,
Grandcorps LLC and The Rising Group Consulting, Inc., dated March
7, 2017.
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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April
20, 2017 |
By:
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/s/
Lee
Lazarus
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Lee Lazarus |
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Chief Operating
Officer |
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3
Exhibit Index
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Exhibit
No.
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Description
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10.1
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Agreement by and
between Grandparents.com, Inc., American Grandparents Association
LLC, Grandparents Insurance Solutions LLC, Grand Card LLC,
Grandcorps LLC and The Rising Group Consulting, Inc., dated March
7, 2017.
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