-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G2YxgImjAnS1HYjlEtsuWuLxKjIahHFXl+4PyUqV76wG+USMsxxx6AevXWEkV/P4 RobUFpOVPKSevGyOCirR7g== 0000950123-10-064004.txt : 20100707 0000950123-10-064004.hdr.sgml : 20100707 20100707153309 ACCESSION NUMBER: 0000950123-10-064004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20100707 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100707 DATE AS OF CHANGE: 20100707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reis, Inc. CENTRAL INDEX KEY: 0001038222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133926898 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12917 FILM NUMBER: 10941919 BUSINESS ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129211122 MAIL ADDRESS: STREET 1: 530 FIFTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: WELLSFORD REAL PROPERTIES INC DATE OF NAME CHANGE: 19970423 8-K 1 c03186e8vk.htm FORM 8-K Form 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): July 7, 2010 (June 30, 2010)
REIS, INC.
(Exact name of registrant as specified in its charter)
         
Maryland   1-12917   13-3926898
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     

530 Fifth Avenue, New York, NY
   
10036
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 921-1122
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:
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))
 
 


 

Item 5.02   Departure of Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously disclosed, in May 2007, Reis, Inc. (the “Company”) entered into three year contracts with its four most senior executive officers: Lloyd Lynford, Chief Executive Officer and President; Jonathan Garfield, Executive Vice President; Mark P. Cantaluppi, Vice President, Chief Financial Officer; and William Sander, Chief Operating Officer of the Company’s wholly owned subsidiary, Reis Services, LLC. The Company previously entered into a one month extension with each individual on May 30, 2010.
The Company is in the process of finalizing new contracts with these individuals; however, definitive contracts have not been reached at this time, largely due to the need to prioritize the time and efforts of the Company’s senior management, its compensation committee and its legal counsel, with an appropriate focus on the Company’s business needs.
For the benefit of both the Company and the individuals, the Company has entered into another one month extension (each, an “Extension”) with each of them, providing that their current employment will be further extended, through July 31, 2010.
Although there can be no assurance, the Company believes that new employment agreements will be entered into with each of the four above named executive officers prior to the end of July 2010, if not sooner.
Pursuant to General Instruction F to Form 8-K, copies of the Extensions are attached hereto as Exhibits 10.1 through 10.4, and are incorporated into this Item 5.02 by this reference.
Item 8.01   Other Events.
On June 29, 2010, the Company issued a press release announcing that its board of directors has authorized the Company to repurchase up to an aggregate of $1,000,000 of the Company’s shares of common stock. Previously, the board had authorized the repurchase of an aggregate of $3,000,000 of the Company’s shares, which repurchase was completed in April 2010. Pursuant to General Instruction F to Form 8-K, a copy of the press release announcing the stock repurchase program is attached hereto as Exhibit 99.1, and is incorporated into this Item 8.01 by this reference.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits
         
       
 
  10.1    
Employment Agreement Extension dated as of June 30, 2010, among Lloyd Lynford, Reis, Inc. and Reis Services, LLC
       
 
  10.2    
Employment Agreement Extension dated as of June 30, 2010, among Jonathan Garfield, Reis, Inc. and Reis Services, LLC
       
 
  10.3    
Employment Agreement Extension dated as of June 30, 2010, among Mark P. Cantaluppi, Reis, Inc. and Reis Services, LLC
       
 
  10.4    
Employment Agreement Extension dated as of June 30, 2010, between William Sander and Reis Services, LLC
       
 
  99.1    
Press Release Dated June 29, 2010

 

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.
         
  REIS, INC.
 
 
  By:   /s/ Alexander G. Simpson    
    Alexander G. Simpson   
    Vice President & General Counsel   
Date: July 7, 2010

 

3


 

Exhibit Index
         
       
 
  10.1    
Employment Agreement Extension dated as of June 30, 2010, among Lloyd Lynford, Reis, Inc. and Reis Services, LLC
       
 
  10.2    
Employment Agreement Extension dated as of June 30, 2010, among Jonathan Garfield, Reis, Inc. and Reis Services, LLC
       
 
  10.3    
Employment Agreement Extension dated as of June 30, 2010, among Mark P. Cantaluppi, Reis, Inc. and Reis Services, LLC
       
 
  10.4    
Employment Agreement Extension dated as of June 30, 2010, between William Sander and Reis Services, LLC
       
 
  99.1    
Press Release Dated June 29, 2010

 

4

EX-10.1 2 c03186exv10w1.htm EXHIBIT 10.1 Exhibit 10.1
Exhibit 10.1
Employment Agreement Extension
Effective Date: June 30, 2010
Agreement made among Reis Services, LLC, Reis, Inc. (collectively, the “Employers”) and Lloyd Lynford (“Employee”) to extend a certain Employment Agreement, dated as of October 11, 2006, as amended by the First Amendment to Employment Agreement, dated as of May 17, 2007, that certain Memo regarding Revision to Bonus Payout Schedule from Bill Sander, dated December 14, 2007, and the Employment Agreement Extension, dated as of May 30, 2010, by and between the parties (collectively, the “Employment Agreement”).
Revised Term
The term of the Employment Agreement expires on June 30, 2010. The parties are in the process of negotiating a new agreement (the “New Employment Agreement”) relating to Employee’s employment with Employer (although no such agreement is assured). In the interim, the parties wish to continue and extend the Employment Agreement. Therefore, Employers and Employee agree that the Employment Agreement shall be binding for an additional period of time, beginning with the expiration of the current term on June 30, 2010 and continuing through the earlier of July 31, 2010 or a date on which a New Employment Agreement is executed.
Revised Conditions
This extension shall be on the same terms and conditions as provided in the Employment Agreement and as if set forth in this Agreement. For the avoidance of doubt, all Annual Bonus obligations under the Employment Agreement terminated as of May 30, 2010.
Acknowledgement and Agreement
We have carefully reviewed this Agreement and acknowledge, agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.
                     
Employers:       Employee:    
 
                   
REIS SERVICES, LLC            
 
                   
By:   /s/ Mark P. Cantaluppi       /s/ Lloyd Lynford    
                 
 
  Name:   Mark P. Cantaluppi       Lloyd Lynford    
 
  Title:   Vice President, Chief Financial Officer            
 
                   
REIS, INC.            
 
                   
By:   /s/ Mark P. Cantaluppi            
                 
 
  Name:   Mark P. Cantaluppi            
 
  Title:   Vice President, Chief Financial Officer            

 

EX-10.2 3 c03186exv10w2.htm EXHIBIT 10.2 Exhibit 10.2
Exhibit 10.2
Employment Agreement Extension
Effective Date: June 30, 2010
Agreement made among Reis Services, LLC, Reis, Inc. (collectively, the “Employers”) and Jonathan Garfield (“Employee”) to extend a certain Employment Agreement, dated as of October 11, 2006, as amended by the First Amendment to Employment Agreement, dated as of May 17, 2007, that certain Memo regarding Revision to Bonus Payout Schedule from Bill Sander, dated December 14, 2007, and the Employment Agreement Extension, dated as of May 30, 2010, by and between the parties (collectively, the “Employment Agreement”).
Revised Term
The term of the Employment Agreement expires on June 30, 2010. The parties are in the process of negotiating a new agreement (the “New Employment Agreement”) relating to Employee’s employment with Employer (although no such agreement is assured). In the interim, the parties wish to continue and extend the Employment Agreement. Therefore, Employers and Employee agree that the Employment Agreement shall be binding for an additional period of time, beginning with the expiration of the current term on June 30, 2010 and continuing through the earlier of July 31, 2010 or a date on which a New Employment Agreement is executed.
Revised Conditions
This extension shall be on the same terms and conditions as provided in the Employment Agreement and as if set forth in this Agreement. For the avoidance of doubt, all Annual Bonus obligations under the Employment Agreement terminated as of May 30, 2010.
Acknowledgement and Agreement
We have carefully reviewed this Agreement and acknowledge, agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.
                     
Employers:       Employee:    
 
                   
REIS SERVICES, LLC            
 
                   
By:   /s/ Lloyd Lynford       /s/ Jonathan Garfield    
                 
 
  Name:   Lloyd Lynford       Jonathan Garfield    
 
  Title:   President & Chief Executive Officer            
 
                   
REIS, INC.            
 
                   
By:   /s/ Lloyd Lynford            
                 
 
  Name:   Lloyd Lynford            
 
  Title:   President & Chief Executive Officer            

 

EX-10.3 4 c03186exv10w3.htm EXHIBIT 10.3 Exhibit 10.3
Exhibit 10.3
Employment Agreement Extension
Effective Date: June 30, 2010
Agreement made among Reis Services, LLC, Reis, Inc. (collectively, the “Employers”) and Mark P. Cantaluppi (“Employee”) to extend a certain Employment Agreement, dated as of May 17, 2007, as amended by the Employment Agreement Extension, dated as of May 30, 2010, by and between the parties (collectively, the “Employment Agreement”).
Revised Term
The term of the Employment Agreement expires on June 30, 2010. The parties are in the process of negotiating a new agreement (the “New Employment Agreement”) relating to Employee’s employment with Employer (although no such agreement is assured). In the interim, the parties wish to continue and extend the Employment Agreement. Therefore, Employers and Employee agree that the Employment Agreement shall be binding for an additional period of time, beginning with the expiration of the current term on June 30, 2010 and continuing through the earlier of July 31, 2010 or a date on which a New Employment Agreement is executed.
Revised Conditions
This extension shall be on the same terms and conditions as provided in the Employment Agreement and as if set forth in this Agreement. For the avoidance of doubt all Guaranteed Minimum Bonus obligations under the Employment Agreement (except for payment of any accrued but unpaid amounts) shall terminate as of June 30, 2010.
Acknowledgement and Agreement
We have carefully reviewed this Agreement and acknowledge, agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.
                     
Employers:       Employee:    
 
                   
REIS SERVICES, LLC            
 
                   
By:   /s/ Lloyd Lynford       /s/ Mark P. Cantaluppi    
                 
 
  Name:   Lloyd Lynford       Mark P. Cantaluppi    
 
  Title:   President & Chief Executive Officer            
 
                   
REIS, INC.            
 
                   
By:   /s/ Lloyd Lynford            
                 
 
  Name:   Lloyd Lynford            
 
  Title:   President & Chief Executive Officer            

 

EX-10.4 5 c03186exv10w4.htm EXHIBIT 10.4 Exhibit 10.4
Exhibit 10.4
Employment Agreement Extension
Effective Date: June 30, 2010
Agreement made among Reis Services, LLC (“Employer”) and William Sander (“Employee”) to extend a certain Employment Agreement, dated as of April 23, 2007, as amended by that certain Memo regarding Revision to Bonus Payout Schedule from Jonathan Garfield, dated December 14, 2007, and the Employment Agreement Extension, dated as of May 30, 2010, by and between the parties (collectively, the “Employment Agreement”).
Revised Term
The term of the Employment Agreement expires on June 30, 2010. The parties are in the process of negotiating a new agreement (the “New Employment Agreement”) relating to Employee’s employment with Employer (although no such agreement is assured). In the interim, the parties wish to continue and extend the Employment Agreement. Therefore, Employer and Employee agree that the Employment Agreement shall be binding for an additional period of time, beginning with the expiration of the current term on June 30, 2010 and continuing through the earlier of July 31, 2010 or a date on which a New Employment Agreement is executed.
Revised Conditions
This extension shall be on the same terms and conditions as provided in the Employment Agreement and as if set forth in this Agreement. For the avoidance of doubt all Guaranteed Bonus obligations under the Employment Agreement (except for payment of any accrued but unpaid amounts) shall terminate as of June 30, 2010.
Acknowledgement and Agreement
We have carefully reviewed this Agreement and acknowledge, agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.
                     
Employer:       Employee:    
 
                   
REIS SERVICES, LLC            
 
                   
By:   /s/ Lloyd Lynford       /s/ William Sander    
                 
 
  Name:   Lloyd Lynford       William Sander    
 
  Title:   President & Chief Executive Officer            

 

EX-99.1 6 c03186exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
(IMAGE)
FOR IMMEDIATE RELEASE:
Reis, Inc. Announces New Stock Repurchase Program
NEW YORK, June 29, 2010: Reis, Inc. (NASDAQ: REIS) (“Reis” or the “Company”), a leading provider of commercial real estate market information and analytical tools, announced today that its Board of Directors has authorized the Company to repurchase up to an aggregate of $1,000,000 of the Company’s shares of common stock. Previously, the Board had authorized the repurchase of an aggregate of $3,000,000 of the Company’s shares, which repurchase was completed in April 2010.
Purchases under the program may be made from time-to-time in the open market or through privately negotiated transactions. Depending on market conditions, financial developments and other factors, these purchases may be commenced or suspended at any time, or from time-to-time, without prior notice and may be expanded with prior notice.
Lloyd Lynford, President and CEO, stated, “Our Board’s decision to provide additional authorization to repurchase shares reflects both our confidence in Reis’s prospects and our commitment to building value for our stockholders. We believe that repurchases of Reis common stock, within the price range that we have been trading over the last several weeks, still represents a significant discount to intrinsic value. As a result of our continuing cash generation, we are in a position to enter into a new share repurchase program at this time. Since the authorization of our initial share repurchase plan in December 2008, we have repurchased approximately 6.3% of the outstanding stock of the Company.”
About Reis
Reis, through its flagship product, Reis SE, provides online access to a proprietary database of commercial real estate information and analytical tools. In addition to trend and forecast analysis at metropolitan and neighborhood levels throughout the U.S., Reis offers detailed building-specific information such as rents, vacancy rates, lease terms, property sales, new construction listings and property valuation estimates. Reis SE is designed to support the decision-making of property owners, developers, builders, lenders and investors, all of whom require access to timely information on both the performance and pricing of assets, for acquisition, development and construction purposes, as well as valuation.
For more information regarding Reis’s products and services, visit www.reis.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release, together with other statements and information publicly disseminated by Reis, Inc., may contain 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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Reis, Inc. or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks include, but are not limited to, uncertainties with respect to pricing and amount, if any, of repurchases of the Company’s common stock. Please refer to the company’s annual, quarterly and periodic reports on file with the SEC for a more detailed discussion of various risks that could cause results to differ materially.
     
Press Contact:
  Mark P. Cantaluppi
 
  Vice President, Chief Financial Officer
 
  Reis, Inc.
 
  (212) 921-1122

 

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