GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) Files An 8-K Regulation FD Disclosure
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 to this Item 7.01.
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 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.
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.
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.
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.
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 Companys 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.
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 Companys 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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99.1
|
Monthly Operating Report of Grandparents.com, Inc. for
the period from April 14, 2017 through April 30, 2017. |
|
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99.2
|
Monthly Operating Report of Grand Card, LLC for the
period from April 14, 2017 through April 30, 2017. |
|
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99.3
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Addendum to Grandparents.com, Inc. Monthly Operating
Report. |
About GRANDPARENTS.COM, INC. (OTCMKTS:GPCM)
Grandparents.com, Inc. owns and operates the Grandparents.com Website. As a membership organization and social media community, the Company connects grandparents, seniors and boomers to differentiated, discounted products and services. The Company’s Website offers content on health and wellbeing, relationships and finances, as well as other topics, such as recipes and travel tips. The Company’s Website is primarily a social media platform targeting active, involved grandparents. Along with its Website, the Company’s membership association, the American Grandparents Association (AGA) was formed to unite grandparents, boomers and seniors. Members of the AGA have access to a range of benefits, including discounts on products and services. AGA members can access community features of the Company’s offerings, including discussions, blogs, games and content, as well as other products and services, which are offered exclusively to AGA members. GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) Recent Trading Information
GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) closed its last trading session 00.00000 at 0.00255 with shares trading hands.