forms8_june30-11.htm
 
   
As Filed with the Securities and Exchange Commission on June 30, 2011
 
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
_______________
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
 
REIS, INC.
  
   
(Exact Name of Registrant as Specified in Its Charter)		    
 
 
MARYLAND
  
13-3926898
  
 
(State of Incorporation)
  
(I.R.S. Employer Identification No.)
  
         
 
 
530 Fifth Avenue, New York, New York 10036
  
   
(Address of Principal Executive Offices Including Zip Code)		    
         
    AMENDED AND RESTATED REIS, INC. 2011 OMNIBUS INCENTIVE PLAN    
   
(Full Title of the Plan)
_______________
 
Mark P. Cantaluppi
Vice President and
Chief Financial Officer
Reis, Inc.
530 Fifth Avenue
New York, New York 10036
(212) 921-1122
    
   
 
 (Name, Address and Telephone Number of Agent For Service)
_______________
    
     
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
 
 
Large accelerated filer
o
  Accelerated filer
o
  
 
Non-accelerated filer
o   (Do not check if a smaller reporting company)
  Smaller reporting company
x
  
 
 
 
 
 
 
 
 
 
 
CALCULATION OF REGISTRATION FEE
  
 
Title of Securities To Be Registered
Amount To Be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee(2)
  
 
Common Stock, par value $.02 per share
1,000,000 shares(3)
$8.66(4)
$8,660,000(4)
$1,005.43
  
 
Total shares
1,000,000 shares
  
$8,660,000
$1,005.43
  
 
(1)
Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
  
 
(2)
Represents a registration fee of $116.10 per $1,000,000 of proposed maximum aggregate offering price.
  
 
(3)
This represents the increase in the number of shares reserved for future issuance under the Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan.
  
 
(4)
Estimated solely for purposes of calculating the proposed maximum offering price per share and the proposed maximum aggregate offering price pursuant to Rule 457(c) and (h) of the General Rules and Regulations under the Securities Act, based on the average of the high and low sale prices for the registrant’s Common Stock on the Nasdaq Global Market on June 23, 2011, a date within five business days prior to filing of this Registration Statement.
  
               
               
 
 

 
 
 
 
 


INTRODUCTION
 
This Registration Statement on Form S-8 is filed by Reis, Inc., a Maryland corporation (the “Company”), and relates to 1,000,000 shares of common stock that may be issued from time to time pursuant to the increase in the number of shares reserved for future issuance under the Company’s Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan, which amended and restated the prior Reis, Inc. 2008 Omnibus Incentive Plan.
 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The Company incorporates by reference the following filings with the Securities and Exchange Commission (the “SEC”) into this registration statement:

 
•
The Company’s Annual Report on Form 10-K for the year ended December 31, 2010;
 
•
The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011;
 
•
The Company’s Current Report on Form 8-K, filed on June 7, 2011, and amended Current Report on Form 8-K/A, filed on June 9, 2011; and
 
•
The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-12917) filed with the SEC on November 29, 2007, and the documents incorporated therein by reference, including any subsequently filed amendments and reports updating such description.
 
All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
 
Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.
 
Item 4. Description of Securities.
 
Not applicable.

Item 5. Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers.
 
The Maryland General Corporation Law (the “MGCL”) requires a corporation, unless its charter provides otherwise, to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. The MGCL permits a corporation to indemnify its present  and former directors and officers, among others, in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that:
 
 
1
 
 
 
•
the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
 
•
the director or officer actually received an improper personal benefit in money, property or services; or
 
•
in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
 
The indemnity may include judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director or officer in connection with the proceeding; provided, however, that if the proceeding is one by or in the right of the corporation, indemnification is not permitted with respect to any proceeding in which the director or officer has been adjudged to be liable to the corporation. In addition, a director or officer may not be indemnified with respect to any proceeding charging improper personal benefit to the director or officer in which the director or officer was adjudged to be liable on the basis that personal benefit was improperly received, unless a court orders indemnification, and then only for expenses. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent or an entry of an order of probation prior to judgment creates a rebuttable presumption that the director or officer did not meet the requisite standard of conduct required for permitted indemnification. The termination of any proceeding by judgment, order or settlement, however, does not create a presumption that the director or officer failed to meet the requisite standard of conduct for permitted indemnification.
 
In addition, the MGCL requires the Company, as a condition to advancing expenses, to obtain a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company and a written statement by or on his behalf to repay the amount paid or reimbursed by the Company if it is ultimately determined that the standard of conduct was not met.
 
The Company’s charter provides that the Company shall have the power, and the Company’s bylaws require, the Company, to the maximum extent permitted by Maryland law, to indemnify and advance expenses to its present and former directors and officers on account of any proceeding to which they are a party, by reason of the fact that such person is or was a director or officer of the Company, or is or was serving any other entity at the request of the Company.
 
Maryland law permits a Maryland corporation’s charter to include a provision expanding or limiting the liability of its directors and officers to the corporation or its stockholders for money damages, except for liability resulting from: 

 
·  
actual receipt of an improper benefit or profit in money, property, or services; or
 
 
·  
a judgment or other final adjudication adverse to the person that is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

The Company’s charter provides that, to the maximum extent permitted by Maryland law, the Company’s directors and officers are not liable to the Company or its stockholders for money damages. However, such provisions do not limit the availability of equitable relief to the Company or its stockholders.
 
The Company maintains a standard policy of officers’ and directors’ liability insurance.
 
The employment agreements of each of Lloyd Lynford, the Company’s Chief Executive Officer, President and a director, and Jonathan Garfield, the Company’s Executive Vice President and a director, provide that the Company will, to the fullest extent authorized by applicable law, indemnify and hold harmless each of these individuals from and against any and all claims, liabilities, judgments, fines, penalties, costs and expenses reasonably incurred by such individuals in connection with any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such individual was or is a director or officer of the Company, and further provides the right to advancement of expenses incurred in defending any such proceeding prior to its final disposition, provided that such advancement shall only be provided to such individuals upon execution of an undertaking to repay all amounts so advanced if it shall be ultimately determined that such individual is not entitled to indemnification and to such advancement. Additionally, the employment agreement of Mark Cantaluppi, the Company’s Vice President and Chief Financial Officer, provides that Mr. Cantaluppi will be indemnified by the Company in the performance of his duties pursuant to the Bylaws and to the fullest extent allowed by applicable law, and will continue to be a named beneficiary under any director and officer insurance policy maintained by the Company after a change in
 
 
2
 
 
 
control for persons who were directors or officers prior to a change in control, to the extent that such policies provide coverage for events that occurred before the change in control.
 
Item 7. Exemption from Registration Claimed.
 
Not Applicable.
 
Item 8. Exhibits.

Exhibit Number
  
Description
4.1
  
Articles of Amendment and Restatement filed on May 30, 1997 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (File No. 333-32445) filed on July 30, 1997).
4.2
  
Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006).
4.3
  
Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 4, 2007).
4.4
  
Articles Supplementary (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
4.5
  
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
4.6
  
Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on November 29, 2007).
4.7
  
Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Amended Current Report on Form 8-K/A filed on June 9, 2011).
5.1
  
Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.
23.1
  
Consent of Ernst & Young LLP.
23.2
  
Consent of Venable LLP (included in Exhibit 5.1).
24.1
  
Power of Attorney (included herewith on signature page).
 
 
Item 9. Undertakings.

1.  
The undersigned registrant hereby undertakes:
 
(a)  
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i)  
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)  
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
 
(iii)  
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
 
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
(b)  
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)  
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 
3
 
 
2.  
The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.  
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 

 
 
 
 
4
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 30th day of June, 2011.
 
 
REIS, INC.
     
 
By:
/s/ Lloyd Lynford
   
Lloyd Lynford
   
Chief Executive Officer and President
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Lloyd Lynford and Mark P. Cantaluppi, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments and documents in connection therewith) to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 
Signature
  
Title
  
Date
  
             
 
/s/ Lloyd Lynford
  
Chief Executive Officer, President and
  
June 30, 2011
  
 
Lloyd Lynford
  
Director (Principal Executive Officer)
      
             
 
/s/ Mark P. Cantaluppi
  
Vice President, Chief Financial Officer
  
June 30, 2011
  
 
Mark P. Cantaluppi
  
(Principal Accounting and Financial Officer)
      
             
 
/s/ Edward Lowenthal
  
Chairman of the Board and Director
  
June 30, 2011
  
 
Edward Lowenthal
          
             
 
/s/ Thomas J. Clarke Jr.
  
Director
  
June 30, 2011
  
 
Thomas J. Clarke Jr.
          
             
 
/s/ Michael J. Del Giudice
  
Director
  
June 30, 2011
  
 
Michael J. Del Giudice
          
             
 
/s/ Byron C. Vielehr
  
Director
  
June 30, 2011
  
 
Byron C. Vielehr
          
 
 
/s/ Meyer S. Frucher
  
Director
  
June 30, 2011
  
 
Meyer S. Frucher
          
             
 
/s/ Jonathan Garfield
  
 Director
  
June 30, 2011
  
 
Jonathan Garfield
          
             
 
/s/ M. Christian Mitchell
  
 Director
  
June 30, 2011
  
 
M. Christian Mitchell
          


 
 
 
 
 


 
EXHIBIT INDEX

Exhibit Number
  
Description
4.1
  
Articles of Amendment and Restatement filed on May 30, 1997 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (File No. 333-32445) filed on July 30, 1997).
  
4.2
  
Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006).
  
4.3
  
Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 4, 2007).
  
4.4
  
Articles Supplementary (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
  
4.5
  
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
  
4.6
  
Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on November 29, 2007).
  
4.7
  
Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Amended Current Report on Form 8-K/A filed on June 9, 2011).
    
5.1
  
Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.
    
23.1
  
Consent of Ernst & Young LLP.
    
23.2
  
Consent of Venable LLP (included in Exhibit 5.1).
    
24.1
  
Power of Attorney (included herewith on signature page).