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): December 31, 2016
GRANDPARENTS.COM,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
|
000-21537
|
|
93-1211114
|
(State
or other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
589
Eighth Avenue, 6th
Floor
|
|
|
New
York, NY
|
|
10018
|
(Address of Principle Executive
Offices)
|
|
(Zip Code)
|
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
2.02.
Results
of Operations and Financial Condition.
Grandparents.com,
Inc. (the "Company") is furnishing under this Item 2.02 of Form 8-K
its unaudited consolidated financial statements as of and for the
year ended December 31, 2016, which are included as Exhibit 99.1 to
this report (the "Financial Statements"), and its
Management’s Discussion and Analysis of Financial Condition
and Results of Operations, which is included as Exhibit 99.2 to
this report (the "MD&A"). As previously announced, on April 14,
2017, the Company and its wholly-owned subsidiary, Grand Card, LLC,
filed voluntary petitions for relief under Chapter 11 of Title 11
of the United States Bankruptcy Code (the “Code”) in
the United States Bankruptcy Court for the Southern District of
Florida (Miami Division) (the “Court”). On April 17,
2017, the Court consolidated the two cases for procedural and
administrative purposes: In re: Grandparents.com, Inc., Case No.
17-14711 (the "Chapter 11 Case"). The Company continues to operate
its businesses as a debtor-in-possession under the jurisdiction of
the Court and in accordance with the applicable provisions of the
Code and orders of the Court. Stockholders and other interested
parties are urged to read the Financial Statements and the MD&A
as well as the risk factors, which are included as Exhibit 99.3 to
this report (the "Risk Factors"), and contain important information
regarding risks relating to the Chapter 11 Case, the Company's on
going business operations, and additional risks relating to the
ownership of the Company's common stock.
As a
result of the Chapter 11 Case and the Company’s limited
resources, the Company does not expect to file an Annual Report on
Form 10-K for the year ended December 31, 2016 and intends to
suspend the filing of its future periodic reports on Form 10-K and
Form 10-Q with the Securities and Exchange Commission. The Company,
however, intends to furnish copies of its Monthly Operating Reports
("MORs") required to be submitted to the Court under cover of Form
8-K as soon as practicable after each MOR is filed with the Court.
The Company will also continue to file Current Reports on Form 8-K
disclosing material developments concerning the
Company.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
information included in this Current Report on Form 8-K (this
“Report”) or in other materials we have filed or will
file with the Securities and Exchange Commission
(“SEC”) (as well as information included in oral
statements or other written statements made or to be made by us)
contains or may contain forward-looking statements. You can
identify these statements by the fact that they do not relate to
matters of strictly historical or factual nature and generally
discuss or relate to estimates or other expectations regarding
future events. In some cases, forward-looking statements may
contain terms such as “anticipates,”
“believes,” “seeks,” “could,”
“estimates,” “expects,”
“intends,” “may,” “plans,”
“will,” “potential,”
“predicts,” “projects,”
“should,” “would” and similar expressions
intended to identify forward-looking statements. Such statements
may include, but are not limited to, information related to: our
Chapter 11 filing; anticipated operating results; relationships
with our marketing partners and members; demand for our website and
changes in our membership ranks; financial resources and condition;
changes in revenues; changes in profitability; changes in
accounting treatment; cost of sales; selling, general and
administrative expenses; interest expense; the ability to produce
liquidity or enter into agreements to acquire the capital necessary
to continue our operations and take advantage of opportunities;
legal proceedings and claims. Forward-looking statements reflect
our current views with respect to future events and are subject to
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the factors described in “Risk Factors”
included as Exhibit 99.3 to the Report. Given these uncertainties,
you should not place undue reliance on these forward-looking
statements.
Also,
forward-looking statements represent our estimates and assumptions
only as of the date of this Report. You should read this Report and
the documents that we reference and file or furnish as exhibits to
this Report completely and with the understanding that our actual
future results may be materially different from what we expect.
Except as required by law, we assume no obligation to update any
forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
any forward-looking statements, even if new information becomes
available in the future.
Item
9.01.
Financial
Statement and Exhibits.
(d) Exhibits
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Unaudited Consolidated Financial
Statements as of and for the years ended December 31, 2016 and
2015.
|
99.2
|
|
Management's Discussion and Analysis
of Financial Condition and Results of
Operations.
|
99.3
|
|
Risk
Factors.
|
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.
|
|
|
|
April
25, 2017 |
By:
|
/s/Joshua
Rizack
|
|
|
|
Joshua Rizack |
|
|
|
Chief Restructuring
Officer |
|
3
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Unaudited Consolidated Financial
Statements as of and for the years ended December 31, 2016 and
2015.
|
99.2
|
|
Management's Discussion and Analysis
of Financial Condition and Results of
Operations.
|
99.3
|
|
Risk
Factors.
|
4