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 26, 2012 (June 20, 2012)

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 an Material Definitive Agreement.

On June 20, 2012, Reis, Inc. (“Reis” or the “Company”), two of Reis’s subsidiaries (Gold Peak at Palomino Park LLC and Wellsford Park Highlands Corp.) and two of Reis’s former officers (Jeffrey H. Lynford, who was also previously a director of the Company, and David M. Strong) (collectively, the “Reis Defendants”) entered into an Abbreviated Enforceable Mutual Settlement Agreement (the “Settlement Agreement”) with the Gold Peak Homeowners Association (the “HOA”), settling all claims of the HOA against the Reis Defendants in connection with the Company’s Gold Peak construction defect litigation. The Company had previously announced a March 13, 2012 verdict against the Reis Defendants relating to the Company’s Gold Peak condominium project in Douglas County, Colorado.

Pursuant to the Settlement Agreement, Reis agreed to pay $17 million to the HOA, of which $5 million is payable on or before August 3, 2012 and $12 million is payable on or before October 15, 2012.

In the Settlement Agreement:

·   Each party agreed to waive all appellate rights or claims.

·   The HOA agreed to forgo enforcement of the HOA’s judgment against the Reis Defendants. The HOA agreed to withdraw any recordation of the judgment promptly following payment of the final installment of the settlement amount.

·   None of the parties agreed to waive any rights of recovery against the general contractor on the Gold Peak project.

·   The HOA agreed to waive its rights of recovery against all insurance companies, except with respect to coverage afforded the general contractor.

·   Each of the Reis Defendants retained its rights, claims and defenses as between and among the other Reis Defendants.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety to the full text of the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On June 21, 2012, the Company issued a press release regarding the execution of the Settlement Agreement described in Item 1.01 of this Current Report on Form 8-K. Pursuant to General Instruction F to Form 8-K, a copy of the press release 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	Abbreviated Enforceable Mutual Settlement Agreement Dated June 20, 2012
99.1	Press Release Dated June 21, 2012

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 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended 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:	June 26, 2012

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EX-10.1

Exhibit 10.1

ABBREVIATED ENFORCEABLE MUTUAL SETTLEMENT AGREEMENT

 Case Name: The Gold Peak Homeowners Association, a Colorado non-profit corporation v Gold Peak at Palomino Park, LLC, et al., case no. 2010 CV 3106 (the “Lawsuit”) pending in the Douglas County District Court, Colorado (the “Court”).

The material and essential terms of this Abbreviated Enforceable Mutual Settlement Agreement (the “Agreement”) settling the Lawsuit are as follows:

1)           This settlement is by and between the Plaintiff Gold Peak Homeowners Association, a Colorado non-profit corporation (the “Association”), on the one hand, and Reis, Inc. f/k/a Wellsford Real Properties, Inc., Gold Peak at Palomino Park, LLC, Wellsford Park Highlands Corp., David M. Strong and Jeffrey H. Lynford, collectively referred to as “the Reis Defendants,” on the other hand.  The Reis Defendants and Association shall be referred to collectively as the “Parties.”  The Parties agree as follows:

a.           Reis, Inc. f/k/a Wellsford Real Properties, Inc. agrees to pay SEVENTEEN MILLION DOLLARS ($17,000,000.00) (the “Settlement Payment”) as follows:  FIVE MILLION DOLLARS ($5,000,000.00) on or before August 3, 2012 and TWELVE MILLION DOLLARS ($12,000,000.00) on or before October 15, 2012 to the “Sullan2, Sandgrund, Perczak & Nuss, P.C., Gold Peak Account” (the “Gold Peak Account”), Merrill Lynch account number 431-02267, bank number __________, routing number _______________. [Payee’s Tax ID#: 84-095999].  The Association agrees that the Settlement Payment is made in full and final settlement of any and all claims the Association asserted or could have asserted in the Lawsuit against the Reis Defendants, subject to the conditions set forth in subparagraph 2(b) below.

b.           The Reis Defendants hereby agree to waive any and all appellate rights or claims they have or may have in the future arising from or relating to the Lawsuit and to withdraw all post-trial motions filed by the Reis Defendants.  The foregoing agreement to waive all rights of appeal is without equivocation, is irrevocable, and shall be forever binding on the Reis Defendants.  If Reis, Inc. fails to timely make the Settlement Payment described in subparagraph (a) above, the Reis Defendants agree that such failure shall constitute an immediate confession of Plaintiff’s Motion for Entry of Judgment on the Jury Verdicts on its Remaining Claims and Plaintiff’s Motion for Entry of Judgment for Costs (the “Motions”) and that the Association shall be entitled to the immediate entry of judgment on the Motions upon filing this Agreement together with an affidavit by the Association or its counsel that such payment has not been received.

c.           The Association agrees to waive any and all appellate rights or claims it has or may have in the future arising from or relating to the Lawsuit. The foregoing agreement to waive all rights of appeal is without equivocation, is irrevocable, and shall be forever binding on the Association. Notwithstanding the foregoing, the Association does not waive any appellate rights or claims it has or may have in the future related to the failure of Reis, Inc. to timely make the Settlement Payment or a motion to re-open the case and re-instate the verdicts as a result of a bankruptcy filing by or for Reis, Inc. and a trustee seeking to recover the Settlement Payment as set forth in subparagraph 2(b) below.  Until the Settlement Payment is timely made, the Association may record the judgment entered in its favor and against Reis, Inc. on June 5, 2012 in any jurisdiction(s) including, but not limited to, New York.  Except as otherwise provided herein, the Association agrees that it will take no action to enforce any recorded judgment, including without limitation, seeking liens on any of the Reis Defendants’ bank accounts or serving garnishments or subpoenas of any kind, unless and until such time that Reis, Inc. fails to timely make the Settlement Payment.  The Association also agrees to immediately withdraw the judgment in every jurisdiction where such judgment has been recorded, upon timely payment of the Settlement Payment on the 96th day following receipt of the Settlement Payment in full.

d.           None of the Parties are waiving, releasing, agreeing to dismiss or relinquishing any claims they may have against the Defendant Tri-Star Construction, Inc (“Tri-Star”).

e.           Upon timely payment of the Settlement Payment, the Association agrees to waive, release, dismiss or relinquish any claim it may have or will have in the future to the proceeds of any of the Reis Defendants’ insurance policies.  Nothing herein shall affect any of the Reis Defendants’ rights or claims against any insurance company or otherwise affect any claims or rights the Reis Defendants may have arising out of the insurance policies or their provision or placement.  Nothing herein shall prevent the Association from seeking recovery from insurance policies that provide coverage to Tri-Star even if those policies also provide coverage to Reis Defendants.

f.           The Parties agree that the Association and the Reis Defendants will jointly file a motion with the Court notifying the Court of the fact that a settlement between the Parties has been reached and asking the Court to delay ruling on the Motionsuntil the Association files papers stating that: (i)  the Settlement Payment was timely made and that all of its claims against the Reis Defendants, and all of the Reis Defendants’ claims against the Association, may be dismissed or (ii) the Settlement Payment was not timely made and that the Court should proceed to enter judgment on the Motions.

2)           If the Settlement Payment:

(a)   is NOT timely paid, this Agreement may be made an order of the Court in the Lawsuit upon the Association’s motion, the making of which motion shall rest in the sole and absolute discretion of the Association; alternatively, the Association may, in its sole and absolute discretion, elect not to enforce the Agreement, treat it as void ab initio, and proceed immediately with execution and collection on any judgments entered in the Lawsuit, including judgments entered on the Motions.

(b)   IS timely paid, the Association agrees not to object to a motion by Jeffrey H. Lynford and David M. Strong to set aside the verdict on the basis that the case has settled.  In the event of a bankruptcy filing by or on behalf of Reis, Inc. and any effort by a trustee to recover the Settlement Payment, Jeffrey H. Lynford and David M. Strong agree that they shall not object to any motion by the Association to re-open the case and reinstitute the verdicts and the judgment against them in full.

3)           [X] Full Release                                [X] Mutual                      [] Other:  Mutual Release following timely payment of Settlement Payment to be executed by the Parties with condition precedent that there be no filing of bankruptcy by or on behalf of Reis, Inc. and no effort by a trustee to recover the Settlement Payment.  Not later than the 96th day following receipt of the settlement payment in full, the Association shall file a Satisfaction of Judgment upon satisfaction of all Agreement conditions including those set forth in 2(b). Parties to pay their own costs and fees, and all of the Reis Defendants’ claims for fees, costs and other requests for relief against Association to be dismissed or abandoned by the Reis Defendants.

4)           The Judgment against Reis, Inc. and any right the Association has to assert that its claim(s) against Reis, Inc. are non-dischargeable are preserved under any circumstances in which the Association is not allowed to receive and retain the full amount of the Settlement Payment.

5)           Nothing herein shall affect any rights, claims, or defenses as between and among the Reis Defendants.

6)           This Agreement and the settlement it describes are not confidential.

7)           Formal documents, if any, required by this Agreement shall be prepared by the Association and signed by all Parties, other than the motion that the Reis Defendants may file described in subparagraph (1)(e).

8)            Other special terms and conditions: The Association’s dismissal of its claims against the Reis Defendants does not include the release of any unit owner’s bodily injury claims. The Association represents that it is not currently aware of any unit owner bodily injury claims.

9)           Notwithstanding that other settlement-related documents may be prepared or are contemplated (and the Parties hereby agree to cooperate in the preparation and execution of same), the Parties understand and agree that this document is a binding contract, enforceable by the Court.

10)           Any dispute relating to or arising from this settlement or Agreement shall be decided only in Douglas County District Court, Colorado, and the party which substantially prevails shall be entitled to recover its costs and fees.

11)           This Agreement is intended by the Parties and their counsel to comply with Section 13-22-308(1) of the Colorado Revised Statutes.

12)           The signature of each Party shall constitute such Party’s respective warranty of authority to sign this Agreement.  This Agreement may be signed in counterparts and when assembled shall be fully binding on each of the Parties.

THIS ABBREVIATED ENFORCEABLE MUTUAL SETTLEMENT AGREEMENT WAS PREPARED BY OR AT THE DIRECTION OF COUNSEL FOR THE PARTIES AND REVIEWED BY THE PARTIES THEMSELVES.

/s/ Stanley B. Washburn	June 20, 2012
The Gold Peak Homeowners Association By: Stan Washburn, President	Date
/s/ Mark P. Cantaluppi	June 20, 2012
Reis, Inc.  f/k/a Wellsford Real Properties, Inc.       By: Mark P. Cantaluppi, CFO	Date
/s/ Lloyd Lynford	June 20, 2012
Reis, Inc.  f/k/a Wellsford Real Properties, Inc.    By: Lloyd Lynford, CEO	Date
/s/ Mark P. Cantaluppi	June 20, 2012
Gold Peak at Palomino Park, LLC          By: Mark P. Cantaluppi, Authorized Signatory	Date
/s/ Mark P. Cantaluppi	June 20, 2012
Wellsford Park Highlands Corp.    By: Mark P. Cantaluppi, Authorized Signatory	Date
/s/ Jeffrey H. Lynford	June 20, 2012
Jeffrey H. Lynford	Date
/s/ David M. Strong	June 20, 2012
David M. Strong	Date
/s/ Steve Mains	June 21, 2012
Mediator	Date

EX-99.1

	Exhibit 99.1

FOR IMMEDIATE RELEASE:

Reis, Inc. Reports Settlement of Gold Peak Litigation

NEW YORK, June 21, 2012: Reis, Inc. (NASDAQ:REIS) (“Reis” or the “Company”), a leading provider of commercial real estate market information and analytical tools, announced a final settlement of its liability under the previously disclosed litigation regarding construction defects at its former Gold Peak condominium project in Douglas County, Colorado, outside of Denver.

The Company had announced in March 2012 that Reis, one of its subsidiaries (Gold Peak at Palomino Park LLC (“GP LLC”)), two former officers of Reis (one of whom was also a director), and the construction manager/general contractor (Tri-Star Construction West, LLC (“Tri-Star”)) for the project were found jointly and severally liable for an aggregate of $18.2 million. This amount was subject to increase for costs and interest. As a result of the verdict, Reis had recorded aggregate charges of $19.0 million as of March 31, 2012, of which $14.2 million was recorded in the first quarter of 2012.

Reis has reached a settlement agreement with the plaintiff, the Gold Peak homeowners association, providing for a total payment by Reis of $17.0 million. Of this amount, $5.0 million is payable by August 3, 2012 and the remaining $12.0 million is payable by October 15, 2012. By that time, the Company will have made the final payment under its existing bank loan agreement. Reis’s management has determined that payment of these amounts, even without additional recoveries by Reis (as described below), will not impair Reis’s ability to operate or expand its business as planned.

In reaching the decision to settle, Reis’s management and board of directors considered, among other things: 1) the amount of the settlement versus the potential for an ultimately greater judgment amount after appeal, including additional costs and post-judgment interest, 2) the benefits of the clarity of settling the case at this time versus continuing uncertainty and 3) the continuing strong cash flow generation of Reis Services’s core business.

Reis also notes that the final payment amount is $2.0 million less than the aggregate charge previously recorded. If there is no additional recovery from insurers or other parties, Reis would expect to reverse $2.0 million of the previously recorded charge in the second quarter of 2012 based upon the terms of this settlement. As previously disclosed, this charge (and any reversal) is reflected in discontinued operations, only impacting consolidated net income (loss), and not income from continuing operations.

Reis continues to vigorously pursue actions against a number of insurance companies and Reis’s former insurance broker, alleging a variety of claims, including failure to cover, negligent underwriting and bad faith. The Company has also brought claims against the architect at Gold Peak and a third party inspector engaged at Gold Peak, relating to those parties’ actions on the project.

Reis continues to consider its options with respect to contribution or other actions against potentially responsible third parties and/or co-defendants in the lawsuit, and will pursue all reasonable efforts to mitigate the effects of this settlement.

About Reis

Reis, founded in 1980, provides commercial real estate market information and analytical tools for its subscribers. Reis maintains a proprietary database containing detailed information on commercial properties in metropolitan markets and neighborhoods throughout the U.S. The database contains information on apartment, office, retail, warehouse/distribution and flex/research & development properties and is used by real estate investors, lenders and other professionals to make informed buying, selling and financing decisions. In addition, Reis data is used by debt and equity investors to assess, quantify and manage the risks of default and loss associated with individual mortgages, properties, portfolios and real estate backed securities. Reis currently provides its information services to many of the nation’s leading lending institutions, equity investors, brokers and appraisers.

Reis, through its flagship institutional product, Reis SE, and through its small business product, ReisReports, provides online access to a proprietary database of commercial real estate information and analytical tools designed to facilitate debt and equity transactions as well as ongoing evaluations. Depending on the product, users have access to trend and forecast analysis at metropolitan and neighborhood levels throughout the U.S. and/or detailed building-specific information such as rents, vacancy rates, lease terms, property sales, new construction listings and property valuation estimates. Reis’s products are designed to meet the demand for timely and accurate information to support the decision-making of property owners, developers, builders, banks and non-bank lenders, and equity investors. These real estate professionals require access to timely information on both the performance and pricing of assets, including detailed data on market transactions, supply, absorption, rents and sale prices. This information is critical to all aspects of valuing assets and financing their acquisition, development and construction.

For more information regarding Reis’s products and services, visit www.reis.com and www.ReisReports.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 or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Please refer to Reis’s annual, quarterly and current 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