April 20, 2012
("Grandparents.com") (OTCBB: GPCM) announced today that on
April 20, 2012
it commenced the mailing of a definitive information statement (the "Information Statement") relating to the filing of an amendment (the "Amendment") to Grandparents.com's Second Amended and Restated Certificate of Incorporation, as amended, increasing the number of authorized shares of its common stock from 30,000,000 to 150,000,000 shares and the adoption of the Grandparents.com 2012 Stock Incentive Plan. The Information Statement is being mailed to the holders of Grandparents.com's voting securities as of
February 23, 2012
, the date on which such actions were approved by written consent of the holder of a majority of the total outstanding voting power of Grandparents.com's voting securities. In accordance with Rule 14c-2 promulgated under the Securities Exchange Act of 1934, such actions may take effect no earlier than
May 9, 2012
Grandparents.com expects to file the Amendment with the Secretary of State of the
State of Delaware
, 2012. Upon the filing of the Amendment, shares of Grandparents.com's Series A and Series B preferred stock will automatically convert into approximately 55,887,491 and 12,897,124 shares of common stock, respectively, without any further action on the part of the holders of such preferred shares.
Grandparents.com is the ultimate resource and premier social media website for today's grandparents. The website offers enriching activities, discussion groups, expert advice, ten monthly newsletters, and a Benefits Club with discounts on thousands of goods and services. In 2011, Grandparents.com added over 200 marketing partners to its Benefits Club and launched the Grandparents.com Bookstore, which is operated in association with Baker-
, Inc., one of the world's largest distributors of print and digital books. Grandparents.com's redesigned website will be launched on Grandparents Day,
September 9, 2012
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the Amendment, the conversion of the Series A and Series B preferred stock, the timing and success of specific projects and our future operating results and financial condition. When we use the words "will," "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.