Reis, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-10-16: Form 8-K; Period of report 2018-10-15; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2018-08-30: Form 8-K; Period of report 2018-08-29; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-10-16 | 8-K | 2018-10-15 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the completion of the Merger, on October 15, 2018, all amounts due and owing under the Amended and Restated Loan and Security Agreement (the “Credit Agreement”), dated as of January 28, 2016, by and among Reis Services, LLC, a Maryland limited liability company, as borrower, the Company, as guarantor and Capital One, N.A., a national banking association, as lender were paid and the Credit Agreement was terminated. 2.01 As described in the Introductory Note above, on October 13, 2018, Merger Sub irrevocably accepted for purchase and payment all Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date (excluding Shares with respect to which notices of guaranteed delivery were delivered). 3.01 In connection with the completion of the Merger, the Company (i) notified NASDAQ Global Market (“NASDAQ”) on October 15, 2018 that the Merger was completed and (ii) requested that NASDAQ (x) halt trading in the shares of Common Stock for October 15, 2018 and suspend trading of the shares of Common Stock effective October 16, 2018 and (y) file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Merger Sub’s acceptance for purchase and payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer (excluding Shares with respect to which notices of guaranteed delivery were delivered) and the completion of the Merger pursuant to Section 3-106.1 of the MGCL on October 15, 2018, a change in control of the Company occurred and the Company now is wholly-owned by Moody’s. 5.02 In connection with the Merger, as of the Effective Time, each of the directors of the Company (Thomas J. Clarke Jr., Jonathan Garfield, Lloyd Lynford, M. Christian Mitchell and Byron C. Vielehr) resigned as directors of the Company and from all committees of the board of directors of the Company. 5.03 On October 15, 2018, the Surviving Corporation’s articles of incorporation and bylaws were amended and restated in their entirety. 8.01 On October 15, 2018, the Company and Moody’s issued a joint press release relating to the completion of the Offer. | d638690d8k.htm |
| 2018-08-30 | 8-K | 2018-08-29 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On August 29, 2018, Reis, Inc., a Maryland corporation (the “Company”), Moody’s Corporation, a Delaware corporation (“Moody’s”), and Moody’s Analytics Maryland Corp., a Maryland corporation and wholly-owned subsidiary of Moody’s (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will commence a tender offer (the “Offer”) to purchase all outstanding shares of common stock of the Company, par value $0.02 per share (the “Common Stock”) at a price of $23.00 per share of Common Stock (the “Offer Price”), subject to any required withholding of taxes, net to the selling stockholder in cash without interest. 5.03 On August 29, 2018, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to add Article XV thereto, which established the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, as the sole and exclusive forum for certain litigation involving the Company. 8.01 On August 30, 2018, the Company and Moody’s issued a joint press release announcing, among other things, the entry into the Merger Agreement. | d631962d8k.htm |