8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) June 4, 2007 (May 30, 2007)

WELLSFORD REAL PROPERTIES, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12917	13-3926898
(Commission File Number)	(IRS Employer Identification No.)
535 Madison Avenue, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

(212) 838-3400

(Registrant’s Telephone Number, Including Area Code)

N/A

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-3.1: ARTICLES OF AMENDMENT
EX-99.1: PRESS RELEASE
EX-99.2: PRESS RELEASE
EX-99.3: PRESS RELEASE

Item 1.01 Entry into a Material Definitive Agreement

     On May 17, 2007, Wellsford Real Properties, Inc. (the “Company”) and Reis Services, LLC (“Reis Services”), a Maryland limited liability company and wholly owned subsidiary of the Company, entered into (i) a Third Amended and Restated Employment Agreement with Jeffrey H. Lynford, (ii) an Employment Agreement with Mark P. Cantaluppi, (ii) an amendment to their Employment Agreement with Lloyd Lynford, and (iv) an amendment to their Employment Agreement with Jonathan Garfield (each, an “Employment Agreement”). On April 23, 2007, Reis Services and the Company (with respect to certain limited obligations made it) entered into an employment agreement with William Sander (collectively with the above described agreements, referred to as the “Employment Agreements”). Each of the Employments Agreements included the consummation of the Merger, described in Item 2.01 below, as a condition to its effectiveness. Therefore, on May 30, 2007, each of the Employment Agreements became effective. For a description of each of the Employment Agreements, reference is made to the description of such agreements in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission of May 18, 2007 and in the Company’s amended Annual Report of Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2007, which descriptions are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets

     On May 30, 2007, pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 11, 2006, as amended on March 30, 2007, among Reis Services, the Company and Reis, Inc., (“Reis”) a Delaware corporation, Reis was merged (the “Merger”) with and into Reis Services, with Reis Services surviving the Merger as a wholly owned subsidiary of the Company. The aggregate merger consideration, which was $34,573,452 in cash and 6,794,530 shares of the Company’s common stock (including shares issued to Wellsford Capital, a subsidiary of the Company), valued at $8.16 per share, was paid to Reis stockholders, in the aggregate, 50% in cash and 50% in shares of Wellsford common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On April 6, 2007, the board of directors (the “Board”) of the Company appointed Lloyd Lynford, Jonathan Garfield, Michael J. Del Giudice and M. Christian Mitchell to fill four vacancies on the Board of the Company, each appointment to become effective only upon the consummation of the Merger as described above. Therefore, on May 30, 2007, Mr. Lloyd Lynford, Mr. Garfield, Mr. Del Giudice and Mr. Mitchell became members of the Board.

     Additionally, upon the effectiveness of their respective Employment Agreements, Jeffrey Lynford is no longer serving as President and Chief Executive Officer of the Company but continues his service as Chairman of the Board and Mr. Lloyd Lynford became the President and Chief Executive Officer of the Company. Prior to the Merger, Lloyd Lynford served as a director as well as the President, Chief Executive Officer and Treasurer of Reis. Lloyd Lynford was also a 22.3% stockholder of Reis prior to the Merger and received 1,182,033 shares of the Company, valued at $8.16 per share, and approximately $10,472,470 in cash as merger consideration. Jeffrey Lynford and Lloyd Lynford are brothers.

     Upon the effectiveness of his Employment Agreement, Mr. Garfield became the Executive Vice President of the Company. Mr. Garfield served as a director as well as the Executive Vice President and Secretary of Reis prior to the Merger. Mr. Garfield was also a 14.9% stockholder of Reis prior to the Merger and received 787,080 shares of the Company, valued at $8.16 per share, and $6,973,086 in cash as merger consideration.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On June 1, 2007, the Company filed Articles of Amendment with the Department of Assessments and Taxation of the State of Maryland, whereby the Company changed its corporate name from “Wellsford Real Properties, Inc.” to “Reis, Inc.” A copy of the Articles of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

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     On May 30, 2007, the Company issued a press release announcing that its stockholders, at its annual meeting held on May 30, 2007, approved the proposal for the Company to issue approximately 4.2 million shares (not including the approximately 2.5 million shares to be issued to a subsidiary of the Company) of its common stock in connection with the Merger and pursuant to the terms of the Merger Agreement. Separately, at Reis’s special meeting of stockholders, which was also held on May 30, 2007, the Reis stockholders adopted the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

     Also on May 30, 2007, the Company issued a press release announcing that it completed the Merger and that simultaneously with the consummation of the Merger, the Company terminated its previously adopted plan of liquidation. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

     On May 31, 2007, the Company issued a press release announcing that, as an inducement for four former executive officers of Reis to enter into employment agreements with Reis Services, which became effective on May 30, 2007, the Company issued to William Sander, Michael Richardson, Paul Grier and Dr. Sameer Chandan options to purchase an aggregate of 250,000 shares of its common stock at an exercise price of $10.40 per share. Pursuant to the Merger Agreement and their respective employment agreements, Mr. Sander became the Chief Operating Officer of Reis Services, Mr. Richardson became the Senior Vice President of Sales for Reis Services, Mr. Grier became the Senior Vice President of Technology for Reis Services and Dr. Chandan became the Chief Economist and Senior Vice President of Economic Research of Reis Services. A copy of the press release is filed as Exhibit 99.3 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Articles of Amendment of Wellsford Real Properties, Inc., effective June 1, 2007.
99.1	Press Release, dated May 30, 2007, announcing that Wellsford Real Properties, Inc. and Reis, Inc. stockholders approved the merger.
99.2	Press Release, dated May 30, 2007, announcing the completion of the merger with Reis, Inc.
99.3	Press Release, dated May 30, 2007, announcing employment inducement option grants.

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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.

WELLSFORD REAL PROPERTIES, INC.
By:	/s/ Mark P. Cantaluppi
	Mark P. Cantaluppi
	Vice President, Chief Financial Officer

Date: June 4, 2007

Exhibit Index

3.1	Articles of Amendment of Wellsford Real Properties, Inc., effective June 1, 2007.
99.1	Press Release, dated May 30, 2007, announcing that Wellsford Real Properties, Inc. and Reis, Inc. stockholders approved the merger.
99.2	Press Release, dated May 30, 2007, announcing the completion of the merger with Reis, Inc.
99.3	Press Release, dated May 30, 2007, announcing employment inducement option grants.

EX-3.1

Exhibit 3.1

WELLSFORD REAL PROPERTIES, INC.

ARTICLES OF AMENDMENT

     Wellsford Real Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

     FIRST: The charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to “Reis, Inc.”

     SECOND: The foregoing amendment to the Charter was approved by a majority of the entire Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the stockholders.

     THIRD: The undersigned officers of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officers acknowledge that, to the best of their knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

- signature page follows -

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary this 31^st day of May, 2007.

ATTEST:	WELLSFORD REAL PROPERTIES, INC.
/s/ Jonathan Garfield	By:	/s/ Lloyd Lynford
Jonathan Garfield		Lloyd Lynford
Secretary		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Wellsford Real Properties, Inc.

535 Madison Avenue 26^th Floor New York, NY 10022

212-838-3400       Fax 212-421-7244

FOR IMMEDIATE RELEASE:

WELLSFORD AND REIS STOCKHOLDERS APPROVE MERGER

NEW YORK, May 30, 2007: Wellsford Real Properties, Inc. (AMEX:WRP) announced that its stockholders, at the WRP annual stockholders’ meeting held today, approved the proposal for WRP to issue approximately 4.2 million shares of its common stock in connection with its merger with Reis, Inc. (“Reis”).

Separately, at Reis’s special meeting of stockholders, which was also held earlier today, the Reis stockholders adopted the merger agreement.

With the approval of these proposals by the respective stockholders, WRP and Reis can proceed with the closing of the contemplated merger transaction. The closing is expected to be completed shortly.

Cautionary Statement Regarding Forward-Looking Statements

This press release, together with other statements and information publicly disseminated by WRP, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to WRP’s outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies or expectations, or the impact of legal, regulatory or supervisory matters on WRP’s business operations or performance. Specifically, forward-looking statements may include:

• statements relating to the benefits of the merger with Reis;

• statements relating to future business prospects, revenue, income and cash flows of WRP individually;

• statements relating to revenues of the resulting company after the merger with Reis; and

• statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These statements reflect WRP’s management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, WRP’s management has made assumptions regarding, among other things, the determination of estimated net realizable value for its assets and the determination of estimated settlement amounts for its liabilities and general economic conditions.

Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause WRP’s actual results to differ include:

• expected benefits from the merger with Reis may not be fully realized or at all;

• revenues following the merger with Reis may be lower than expected;

• the possibility of litigation arising as a result of terminating the Plan;

• adverse changes in the real estate industry and the markets in which the post-merger company will operate;

• the inability to retain and increase the number of customers of the post-merger company;

• competition;

• difficulties in protecting the security, confidentiality, integrity and reliability of the data of the post-merger company;

• legal and regulatory issues;

• changes in accounting policies or practices; and

• the risk factors listed under “Item 1A. Risk Factors” in WRP’s annual report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 29, 2007, as amended, on April 30, 2007, and those listed and under “Risk Factors” in WRP’s registration statement on Form S-4 which was initially filed with the SEC on December 28, 2006 and, as amended, on March 9, 2007, April 11, 2007 and April 30, 2007.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. Except as required by law, WRP undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Press Contact:	Mark P. Cantaluppi
	Wellsford Real Properties, Inc.
	Vice President, Chief Financial Officer
	(212) 838-3400

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EX-99.2

Exhibit 99.2

Wellsford Real Properties, Inc.

535 Madison Avenue 26^th Floor New York, NY 10022

212-838-3400       Fax 212-421-7244

FOR IMMEDIATE RELEASE:

WELLSFORD REAL PROPERTIES, INC.
ANNOUNCES COMPLETION OF THE MERGER WITH REIS, INC.

NEW YORK, May 30, 2007: Wellsford Real Properties, Inc. (AMEX:WRP) announced today that it completed its merger with Reis, Inc. (“Reis”) pursuant to a merger agreement executed on October 11, 2006. Earlier today, WRP’s stockholders approved the proposal for WRP to issue approximately 4.2 million shares of its common stock in connection with its merger with Reis. Separately, at Reis’s special meeting of stockholders which was also held earlier today, the Reis stockholders adopted the merger agreement.

Reis stockholders will receive, in the aggregate, approximately $34,573,452 in cash and 4,237,074 shares of newly issued common stock of WRP which, for purposes of the merger, has been established at $8.16 per share, resulting in an implied equity value for Reis of approximately $90,000,000, including the approximate 23% of Reis owned by WRP. Simultaneously with the consummation of the merger, WRP terminated its previously adopted plan of liquidation.

The cash portion of the merger consideration was funded by a $25,000,000 loan extended to Reis by a financial institution. The remainder of the merger consideration and transaction costs was funded with cash from Reis and WRP. WRP now has approximately 10,770,000 shares of common stock outstanding, will change its corporate name to Reis, Inc. and will initially retain its existing ticker symbol on the AMEX, “WRP.” The Reis stockholders now own approximately 38% of WRP. As previously announced, WRP estimates that $1.15 of the $14.00 per share liquidating distribution made on December 14, 2005 will be recharacterized as taxable dividend income.

Lloyd Lynford and Jonathan Garfield, were the chief executive officer and executive vice president, respectively, of Reis prior to the merger. Lloyd Lynford is the brother of Jeffrey Lynford, the chairman and chief executive officer of WRP. Lloyd Lynford is now CEO and President of the combined entity and Jeffrey Lynford and Jonathan Garfield are now the Chairman and Executive Vice President of the combined entity, respectively. The aforementioned officers have three year employment agreements.

The Board of Directors is now comprised of ten members, consisting of the six existing WRP directors, with the addition of Lloyd Lynford, Jonathan Garfield, M. Christian Mitchell and Michael Del Guidice. Messer’s Mitchell and Del Giudice both meet the appropriate independence standards.

Lloyd Lynford, Reis’s CEO, stated, “The merger with WRP, effectively taking Reis public, represents an important milestone in the 27 year history of our company and will permit Reis to offer our clients even more robust services in the coming years. We are looking forward to accelerating the pace of our product development, entering into new markets, expanding our property and portfolio valuation tools as well introducing the next generation of analytics to assist CMBS and REIT investors make critical buy/sell and hold decisions. As a public company, Reis will also be poised to acquire complementary companies to add market coverage and depth to Reis’s industry-leading databases.”

Cautionary Statement Regarding Forward-Looking Statements

This press release, together with other statements and information publicly disseminated by WRP, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to WRP’s outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies or expectations, or the impact of legal, regulatory or supervisory matters on WRP’s business operations or performance. Specifically, forward-looking statements may include:

• statements relating to the benefits of the merger with Reis and future services and product development;

• statements relating to future business prospects, potential acquisitions, revenue, income and cash flows of WRP’s real estate and other activities individually;

• statements relating to revenues of the resulting company after the merger with Reis; and

• statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These statements reflect WRP’s management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. With respect to these forward-looking statements, WRP’s management has made assumptions regarding, among other things, the determination of estimated net realizable value for its assets and the determination of estimated settlement amounts for its liabilities and general economic conditions.

Future performance cannot be ensured. Actual results may differ materially from those in the forward-looking statements. Some factors that could cause WRP’s actual results to differ include:

• expected benefits from the merger with Reis may not be fully realized or at all;

• revenues following the merger with Reis may be lower than expected;

• the possibility of litigation arising as a result of terminating the plan of liquidation;

• adverse changes in the real estate industry and the markets in which the post-merger company will operate;

• the inability to retain and increase the number of customers of the post-merger company;

• competition;

• difficulties in protecting the security, confidentiality, integrity and reliability of the data of the post-merger company;

• legal and regulatory issues;

• changes in accounting policies or practices; and

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• the risk factors listed under “Item 1A. Risk Factors” in WRP’s annual report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 29, 2007, as amended, on April 30, 2007, and those listed and under “Risk Factors” in WRP’s registration statement on Form S-4 which was initially filed with the SEC on December 28, 2006 and, as amended, on March 9, 2007, April 11, 2007 and April 30, 2007.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. Except as required by law, WRP undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Press Contact:	Mark P. Cantaluppi
	Wellsford Real Properties, Inc.
	Vice President, Chief Financial Officer
	(212) 838-3400

3

EX-99.3

Exhibit 99.3

Wellsford Real Properties, Inc.

535 Madison Avenue 26^th Floor New York, NY 10022

212-838-3400       Fax 212-421-7244

FOR IMMEDIATE RELEASE:

WELLSFORD REAL PROPERTIES, INC.
ANNOUNCES EMPLOYMENT INDUCEMENT OPTION GRANTS

NEW YORK, May 31, 2007: Wellsford Real Properties, Inc. (AMEX:WRP) announced today that as an inducement for four former executive officers of Reis, Inc. to enter into employment agreements effective May 30, 2007 with Reis Services LLC (“Reis Services”), a wholly owned WRP subsidiary, WRP issued to these individuals, options to purchase an aggregate of 250,000 shares of its common stock at an exercise price of $10.40 per share. The exercise price is the closing market price of WRP shares on May 30, 2007, the date of issuance. The options expire on May 29, 2017. The issuances have been approved by the independent compensation committee of WRP. The options are not granted under any option plan or arrangement approved by shareholders pursuant to an exception to the requirement for such approval provided for in the AMEX rules for inducement grants to new employees in connection with a merger.

William Sander, the Chief Operating Officer of Reis Services, has been issued an option to purchase 150,000 shares. Michael Richardson, the Senior Vice President of Sales for Reis Services, has been issued an option to purchase 50,000 shares. Paul Grier, the Senior Vice President of Technology of Reis Services, has been issued an option to purchase 25,000 shares. Dr. Sameer Chandan, the Chief Economist and Senior Vice President of Economic Research of Reis Services, has been issued an option to purchase 25,000 shares.

Each option shall vest and be exercisable in five equal annual installments on each of the first through fifth anniversary dates of the issuance of the option, provided the optionee has been continuously employed on the relevant anniversary date.

If the optionee’s employment is terminated for cause, the option shall be cancelled and no longer exercisable unless the committee administering the option determines otherwise. If the optionee dies while employed or the optionee’s employment is terminated due to disability, the option shall immediately vest to the extent not already vested. In the event of the death of the optionee or the termination of the optionee’s employment due to disability, the option shall be exercisable at any time prior to the earlier to occur of the one year anniversary of such death or termination of employment or the expiration of the option. In the event of the termination of the optionee’s employment other than for cause

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or as a result of the optionee’s death or disability, to the extent such option is vested on the date of termination the option shall be exercisable through the earlier to occur of (i) the end of the 90th day after the date of such termination or (ii) the expiration of the option, and the balance of the option shall be cancelled. In the event of a change of control with respect to Reis, the option shall immediately vest to the extent not already vested.

Please contact:	Mark P. Cantaluppi
	Vice President and Chief Financial Officer
	Wellsford Real Properties, Inc.
	212-838-3400