-----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, PFJfIUtT3k/Zrbq1qPnj3EkU4j0JuNbhHtHfDDnvTTR4vuGEhRkWIaawbRC1v0mV bwAOTuTzK6yXajvoijCzQA== 0001038222-09-000003.txt : 20090113 0001038222-09-000003.hdr.sgml : 20090113 20090113121609 ACCESSION NUMBER: 0001038222-09-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090112 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090113 DATE AS OF CHANGE: 20090113 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: 09523280 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 form8k_jan12-09.htm FORM 8K form8k_jan12-09.htm

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) January 13, 2009 (January 12, 2009)
   
 
 
REIS, 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.)
   
   
530 Fifth Avenue, New York, NY
10036
(Address of Principal Executive Offices)
(Zip Code)
   
   
 
(212) 921-1122
 
(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):
 
   
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))
 
 
 

 
 
 
Item 1.01
Entry Into a Material Definitive Agreement.
   
On January 12, 2009, Reis, Inc. (the “Company”) entered into a letter agreement with David M. Strong, the Company’s Senior Vice President, Development, who is primarily responsible for the Company’s Gold Peak condominium project.  The letter agreement extends Mr. Strong’s employment with the Company through July 31, 2009 (his earlier agreement provided for employment through December 31, 2008).  Under the letter agreement, (i) Mr. Strong will continue to be paid a salary of $18,750 per month through July 31, 2009; and (ii) Mr. Strong will be entitled to a cash bonus of $98,438 if the Company sells all of the Gold Peak condominium units on or prior to July 31, 2009.

Pursuant to General Instruction F to Form 8-K, a copy of the letter agreement with David M. Strong is attached hereto as Exhibit 99.1 and is incorporated into this Item 1.01 by this reference.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
   
On January 13, 2009, James J. Burns, the Company’s Vice Chairman, informed the Company that he would be retiring on March 31, 2009.  The Company will continue to pay Mr. Burns his current salary of $17,406.25 per month through March 31, 2009.  Until March 31, 2009, Mr. Burns will (i) assist the Company in preparing its 2008 financial statements and tax returns and (ii) transition his tax knowledge and processes to other Company personnel.
 
Item 9.01
Financial Statements and Exhibits.
     
   (d)  Exhibits
   
99.1  
Letter Agreement dated January 12, 2009, between Reis, Inc. and David M. Strong.

 
 
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/ Mark P. Cantaluppi
   
Mark P. Cantaluppi
   
Vice President, Chief Financial Officer
 
Date:
January 13, 2009
 
 
 
 
 
3

 
 

 
 
 
 

 

Exhibit Index
 
99.1
 Letter Agreement dated January 12, 2009, between Reis, Inc. and David M. Strong.
 
 
 
 
4
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January 12, 2009

Mr. David M. Strong
700 Franklin Street
Denver, CO  80218

Dear David:
 
    This letter amends our earlier Third Amended and Restated Agreement dated as of October 19, 2004, as amended by the Amendment thereto dated as of March 8, 2006 (collectively, the “Agreement”).  The provisions set forth in this letter are effective as of January 1, 2009.  Except as amended as set forth in this letter, the Agreement remains in full force and effect.  All defined terms set forth in the Agreement and not otherwise defined in this letter have the meanings assigned to them in the Agreement.
     
  1.
Section 2 of the Agreement is amended to read in its entirety as follows:
 
"2.  Employment Term.  The term of employment will continue on a month-to-month basis, beginning January 1, 2009, with employment renewing each month until the earlier of (i) July 31, 2009 or (ii) the end of the month in which the Company completes sales of all condominium units owned by the Company at the Gold Peak Project.”
     
 
2.
Section 3(a) of the Agreement is amended to read in its entirety as follows:
 
“(a) Base Salary.  The Company shall pay to the Executive a monthly base salary of $18,750.  All such compensation shall be paid bi-weekly or at such other regular intervals, not less frequently than monthly, as the Company may establish from time to time for executive officers of the Company.”
     
 
3.
Section 3(b) of the Agreement is amended to read in its entirety as follows:
 
“(b) Base Bonus.  In addition to the compensation set forth elsewhere in this Agreement, the Executive will be entitled to a cash bonus of $98,438 upon the sale of all condominium units owned by the Company at the Gold Peak Project; provided that such sell out occurs on or prior to July 31, 2009.”
     
  4.
Section 3(g) of the Agreement is amended by adding the following at the end thereof:
 
“As of December 23, 2008, an aggregate of $427,000 of the Gold Peak Bonus has been paid to the Executive by the Company, comprised of (i) $237,000 of the total potential Gold Peak unit sale bonus of $259,000 and (ii) $190,000 of the profits participation bonus, calculated at 5% of profits in excess of $8,259,000.  The Executive acknowledges such payment and understands that such payment is an advance based on the Company’s current projections of such Gold Peak Bonus, and that any excess may be credited against future payments under this Agreement.”  Executive also acknowledges that the $449,000 payment due to him under the Agreement at December 31, 2008 was also paid as of December 23, 2008.
 
 
 

 
 
 
  5.
Sections 3(k) and 3(l) of the Agreement are hereby deleted in their entirety and the following is substituted in lieu thereof:
 
“(k)           [Intentionally Omitted.]
 
(l)           [Intentionally Omitted.]”
     
   6.
Section 6(a) of the Agreement is amended to read in its entirety as follows:
 
“(a) If the Executive shall die during the term of this Third Amended and Restated Agreement, this Third Amended and Restated Agreement shall be deemed to have been terminated as of the date of the Executive's death, and the Company shall pay to the legal representative of the Executive's estate all monies due hereunder prorated through the last day of the month during which the Executive shall have died.”
     
  7.
Section 6(b) of the Agreement is amended to read in its entirety as follows:
 
“(b) If the Executive shall fail, because of illness or incapacity, to render the services contemplated by this Third Amended and Restated Agreement for six consecutive months or for shorter periods aggregating nine months in any calendar year, the Company may determine (as set forth in subsection (d) below) that the Executive has become disabled. If within thirty (30) days after the date on which written notice of such determination is given to the Executive, the Executive shall not have returned to the continuing full-time performance of his duties hereunder, this Third Amended and Restated Agreement and the employment of the Executive hereunder shall be deemed terminated and the Company shall pay to the Executive all monies due hereunder prorated through the last day of the month during which such termination shall occur.”
     
    Please acknowledge your agreement to the foregoing by signing this letter in the space indicated and returning it to my attention.
 
   
Very truly yours,
 
REIS, INC.
 
     By: /s/ Jeffrey H. Lynford 
     
Name:  Jeffrey H. Lynford
Title:  Chairman
       
ACCEPTED AND AGREED TO:
 
/s/ David M. Strong
     
 David M. Strong      
 

 

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