Reis, Inc. - Securities Registration (section 12(b)) (8-A12B)
November 29 2007 - 3:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
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Maryland
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13-3926898
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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530 Fifth Avenue, 5
th
Floor, New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, par value $.02 per share
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The NASDAQ Stock Market LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
o
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
TABLE OF CONTENTS
Explanatory Note:
This registration statement on Form 8-A is being filed by Reis, Inc., a Maryland corporation (the
Company
), to reflect the listing of Reiss Common Stock, par value $.02 per share (the
Common
Stock
), on the Nasdaq Global Market (
NASDAQ
), subsequent to the voluntary delisting of the
Common Stock from The American Stock Exchange (the
AMEX
).
The Company anticipates that the listing of the Common Stock on the AMEX will be terminated prior
to the opening of trading on November 30, 2007, and that trading of the Common Stock on NASDAQ
will begin on November 30, 2007.
Item 1. Description of Registrants Securities to be Registered.
The description of the Common Stock contained under the caption Authorized Capital Stock of
Wellsford Description of Wellsford Common Stock in the Companys proxy statement/prospectus
dated May 2, 2007, which forms a part of the Companys registration statement on Form S-4
(Registration No. 333-139705), filed with the Securities and Exchange Commission on December 28,
2006 and amended on March 9, 2007, April 11, 2007 and April 30, 2007, is incorporated by reference
herein.
Item 2. Exhibits.
The following exhibits are filed herewith or are incorporated by reference as indicated below:
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Exhibit Number
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Description
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3.1
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Articles of Amendment and Restatement of Wellsford Real
Properties, Inc. (incorporated by reference to Exhibit 3.1
to the Companys Registration Statement on Form S-11
(Registration No. 333-32445) filed on July 30, 1997)
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3.2
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Articles Supplementary of Wellsford Real Properties, Inc.
(incorporated by reference to Exhibit 3.1 to the Companys
Current Report on Form 8-K filed on December 21, 2006)
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3.3
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Articles of Amendment of Wellsford Real Properties, Inc.
(effecting change of name to Reis, Inc.) (incorporated by
reference to Exhibit 3.1 to the Companys Current Report on
Form 8-K filed on June 4, 2007)
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3.4
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Amended and Restated Bylaws of Wellsford Real Properties,
Inc. (incorporated by reference to Exhibit 3.4 to the
Companys Current Report on Form 8-K filed on October 3,
2005)
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Exhibit Number
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Description
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3.5
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Amendment to Amended and Restated Bylaws of Wellsford Real
Properties, Inc. (incorporated by reference to Exhibit 3.4
to the Companys Current Report on Form 8-K filed on March
24, 2006)
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3.6
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Second Amendment to Amended and Restated Bylaws of
Wellsford Real Properties, Inc. (incorporated by reference
to Exhibit 3.1 to the Companys Current Report on Form 8-K
filed on April 9, 2007)
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4.1
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Specimen Stock Certificate for Common Stock
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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REIS, INC.
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/s/ Mark P. Cantaluppi
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Name:
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Mark P. Cantaluppi
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Title:
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Vice President & Chief
Financial Officer
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Date:
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November 29, 2007
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