UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2016
CADUS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-28674 | 13-3660391 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
767 Fifth Avenue, New York, NY | 10153 |
(Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: (212) 702-4300
Not Applicable
(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 to the registrant under any of the following provisions:
¨ | 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 February 10, 2016, a wholly-owned indirect subsidiary of Cadus Corporation, MB 2013, LLC, entered into a Vacant Land Listing Agreement (the “Agreement”) with Bayswater Brokerage Florida LLC (“Bayswater”). The Agreement gives Bayswater the right to sell certain properties of MB 2013 LLC for a broker’s fee through December 31, 2016. The broker’s fee is due upon a sale of the properties whether the buyer is secured by MB 2013 LLC, Bayswater or any other person. At MB 2013 LLC’s request, Bayswater may agree to terminate the Agreement for a cancellation fee that is mutually agreeable unless otherwise waived by Bayswater. A copy of the Agreement is filed as Exhibit 10.14 to this Current Report on Form 8-K.
Carl C. Icahn, indirectly the controlling shareholder of Cadus Corporation, is also indirectly the principal shareholder of Bayswater; Jack Wasserman, a director and the lead independent director of Cadus Corporation is a director of Bayswater’s indirect parent; and Hunter C. Gary, a director and the President and Chief Executive Officer of Cadus Corporation, is a Senior Vice President of Bayswater’s indirect parent and Vice President, Secretary and Treasurer of Bayswater. Pursuant to an agreement between Cadus Corporation and Barberry Corp., an entity controlled by Carl C. Icahn that is a significant shareholder of Cadus Corporation, to the extent Bayswater receives any compensation for brokerage services, Barberry Corp. will make capital contributions to Cadus Corporation for the full amount of any such compensation received by Bayswater and Barberry Corp. will not be issued stock of Cadus Corporation or any other consideration in connection with any such capital contributions.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description | |
10.14 | Vacant Land Listing Agreement, dated February 10, 2016, between MB 2013 LLC and Bayswater Brokerage Florida LLC. |
SIGNATURE
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.
Dated: February 12, 2016 | Cadus Corporation | |
By: | /s/ Hunter C. Gary | |
Name: |
Hunter C. Gary, President and Chief Executive Officer |
3 |
Exhibit 10.14
Bayswater Brokerage Florida LLC
2231 Falls Circle | |
Vacant Land Listing Agreement | Vero Beach, FL 32967 |
772-794-7827 |
1 | This Non-Exclusive Right of Sale Listing Agreement ("Agreement") is between | ||||
2 | * | MB 2013 LLC ( "Seller" ) | |||
3 | * | and Bayswater Brokerage Florida LLC ( "Broker" ) . | |||
4 | |||||
5 | 1. | Authority to Sell Property: Seller gives Broker the NON-EXCLUSIVE RIGHT TO SELL the real and personal property | |||
6 | * | (collectively, "Property") described below, at the price and terms described below, beginning | |||
7 | February 9, 2016 and terminating at 11:59 p.m. on December 31, 2016 ("Termination Date"). Upon | ||||
8 | full execution of a contract for sale and purchase of the Property, all rights and obligations of this Agreement will | ||||
9 | automatically extend through the date of the actual closing of the sales contract. Seller and Broker acknowledge | ||||
10 | that this Agreement does not guarantee a sale. This Property will be offered to any person without regard to race, | ||||
11 | color, religion, sex, handicap, familial status, national origin, or any other factor protected by federal, state, or local | ||||
12 | law. Seller certifies and represents that she/he/it is legally entitled to convey the Property and all improvements. | ||||
13 | * | ||||
14 | 2. | Description of Property: | |||
15 | * | (a) | Street Address: See Exhibit “A" attached hereto, as may be amended from time to time by Seller upon 24 | ||
16 |
hours' prior email
notice
to
Broker
including without limitation to add or delete
the Exhibit “A" properties or to
change the purchase price amounts. |
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17 | Legal Description: See Exhibit "A" | ||||
18 | ¨ See Attachment ______________ | ||||
19 | |||||
20 | * | (b) | Personal Property, including storage sheds, electrical (including pedestal), plumbing, septic systems, water | ||
21 | * | tanks, pumps, solar systems/panels, irrigation systems, gates, domestic water systems, gate openers and | |||
22 | controls, fencing, timers, mailbox, utility meters (including gas and water), windmills, cattle guards, existing | ||||
23 | * | landscaping, trees, shrubs, and lighting: if and to the extent the following exist | |||
24 | ¨ See Attachment _______________ | ||||
25 | * | (c) | Occupancy: | ||
26 | * | Property ¨ is x is not currently occupied by a tenant. If occupied, the lease term expires____________ . | |||
27 | * | ||||
28 | * | 3. | Price and Terms: The property is offered for sale on the following terms or on other terms acceptable to Seller : | ||
29 | * | (a) | Price: $ See Exhibit "A" | ||
30 | * | (b) | Financing Terms: x Cash ¨ Conventional ¨ VA ¨ FHA ¨ USDA ¨ Other (specify) ___________ | ||
31 | * | ¨ Seller Financing: Seller will hold a purchase money mortgage in the amount of $ ________________________ | |||
32 | * | with the following terms: ______________________________________________________________________ | |||
33 | ¨ Assumption of Existing Mortgage: Buyer may assume existing mortgage for $ plus | ||||
34 | an assumption fee of $ ____________________. The mortgage is for a term of ____________ years beginning in | ||||
35 | _____________, at an interest rata of ______ % ¨ fixed ¨ variable (describe) ___________________________. | ||||
36 | Lender approval of assumption ¨ is required ¨ is not required ¨ unknown. Notice to Seller: You may | ||||
37 | remain liable for an assumed mortgage for a number of years after the Property is sold. Check with your | ||||
38 | lender to determine the extent of your liability. Seller will ensure that all mortgage payments and required | ||||
39 | escrow deposits are current at the time of closing and will convey the escrow deposit to the buyer at closing. | ||||
40 | (c) |
Seller Expenses: Seller
will pay
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41 |
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42 | |||||
43 | 4. |
Broker
Obligations:
Broker
agrees to make diligent and continued efforts to sell the Property until closing occurs.
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44 |
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45 | |||||
46 | 5. | Multiple Listing Service: Placing the Property in a multiple listing service (the "MLS") is beneficial to Seller | |||
47 | because the Property will be exposed to a large number of potential buyers. As a MLS participant. Broker is obligated | ||||
48 | to timely deliver this listing to the MLS. This listing will be promptly published in the MLS unless Seller | ||||
49 | directs Broker otherwise in writing. Seller authorizes Broker to report to the MLS this listing information and price, | ||||
50 | * | terms, and financing information on any resulting sale for use by authorized Board / Association members and | |||
51 | * | MLS participants and subscribers unless Seller directs Broker otherwise in writing. | |||
6. | Broker Authority: Seller authorizes Broker to: | ||||
(a) | Advertise the Property as Broker deems advisable and with Seller’s prior written approval of all content and media | ||||
including advertising the Property on the Internet unless limited in (6)(a)(i) or (6)(a)(ii) below. | |||||
( Seller opt-out ) (Check one if applicable) | |||||
(i) ¨ Display the Property on the Internet except the street address. | |||||
(ii) ¨ Seller does not authorize Broker to display the Property on the Internet. |
Seller ( ) (_____) and Broker/Sales Associate (_____) ( ) acknowledge receipt of a copy of this page, which is Page 1 of 4. | |
VLLA-2 Rev 10/13 | © 2013 Florida Association of Realtors® |
Software and added formatting © 2016 Alta Star Software, all rights reserved. * www.altastar.com * (877) 279-8898
Seller ( ) (_____) and Broker/Sales Associate ( ) (_____) acknowledge receipt of a copy of this page, which is Page 2 of 4. | |
VLLA-2 Rev 10/13 | © 2013 Florida Association of Realtors® |
109 | 8. | Compensation: Seller will compensate Broker as specified below for procuring a buyer who is ready, willing, | |||
110 | and able to purchase the Property or any interest in the Property on the terms of this Agreement or on any other | ||||
111 | terms acceptable to Seller . Seller will pay Broker as follows (plus applicable sales tax): | ||||
112 | * | (a) | 6 % of the total purchase price plus $ 0.00 OR $ 0.00 , no | ||
113 | later than the date of closing specified in the sales contract. However, closing is not a prerequisite for Broker's | ||||
114 | fee being earned. | ||||
115 | * | (b) | ___________ ($ or %) of the consideration paid for an option, at the time an option is created. If the option is | ||
116 | exercised, Seller will pay Broker the Paragraph 8(a) fee, less the amount Broker received under this | ||||
117 | subparagraph. | ||||
118 | * | (c) | ___________ ($ or %) of gross lease value as a leasing fee, on the date Seller enters into a lease or | ||
119 | agreement to lease, whichever is earlier. This fee is not due if the Property is or becomes the subject of a | ||||
120 | contract granting an exclusive right to lease the Property. | ||||
121 | (d) |
Broker's
fee is due in the following circumstances:
(1) if any interest in the Property is transferred,
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122 |
sale,
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123 |
the buyer is secured by
Seller, Broker,
or any other person. (2) If
Seller
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124 |
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125 | * |
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126 |
("Protection Period"),
Seller
transfers or contracts to transfer the Property
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127 | to any prospects with whom Seller , Broker , or any real estate licensee communicated in writing regarding the | ||||
128 | Property before Termination Date. However, no fee will be due Broker if the Property is relisted after | ||||
129 | Termination Date and sold through another broker. | ||||
130 | (e) |
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131 |
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132 |
any contrary provision in a sale & purchase agreement. |
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133 | 9. | Commercial Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission | |||
134 | Lien Act provides that when a broker has earned a commission by performing licensed services under a brokerage | ||||
135 | agreement with you, the broker may claim a lien against your net sales proceeds for the broker's commission. The | ||||
136 | broker's lien rights under the act cannot be waived before the commission is earned. | ||||
137 | 10. | Cooperation with and Compensation to Other Brokers: Notice to Seller : The buyer’s broker, even if | |||
138 | compensated by Seller or Broker , may represent the interests of the buyer. Broker's office policy is to cooperate | ||||
139 | with all other brokers except when not in Seller's best interest and to offer compensation in the amount of | ||||
140 | * | x 3 % of the purchase price or $ 0.00 to a single agent for the buyer; x 3 % of the | |||
141 | * | purchase price or $ 0.00 to a transaction broker for the buyer; and x 3 % of the purchase | |||
142 | * | price or $ See Exhibit “A” to a broker who has no brokerage relationship with the buyer. | |||
143 | * | ¨ None of the above. (If this is checked, the Property cannot be placed in the MLS.) | |||
144 | 11. | Conditional Termination: At Seller’s request, Broker may agree to conditionally terminate this Agreement. If | |||
145 | Broker agrees to conditional termination, Seller must give Broker email notice confirming such termination | ||||
146 | * |
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147 |
and pay a cancellation fee
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148 | sales tax. Broker may void the conditional termination, and Seller will pay the fee stated in Paragraph 8(a) | ||||
149 | less the cancellation fee if Seller transfers or contracts to transfer the Property or any interest in the Property during | ||||
150 | the time period from the date of conditional termination to Termination Date and Protection Period, if applicable. | ||||
151 | 12. | Dispute Resolution: This Agreement will be construed under Florida law. All controversies, claims, and other | |||
152 | matters in question between the parties arising out of or relating to this Agreement or the breach thereof will be | ||||
153 |
settled
by
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154 |
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155 |
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156 | * |
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157 |
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158 |
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159 |
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160 |
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161 |
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162 | 13. | Miscellaneous: This Agreement is binding on Seller's and Broker's heirs, personal representatives, | |||
163 |
administrators, successors, and assigns.
Broker
may not assign this Agreement
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164 | Agreement is the entire agreement between Seller and Broker . No prior or present agreements or representations |
Seller ( ) (_____) and Broker/Sales Associate ( ) (_____) acknowledge receipt of a copy of this page, which is Page 3 of 4. | |
VLLA-2 Rev 10/13 | © 2013 Florida Association of Realtors® |
165 | will be binding on Seller or Broker unless included in this Agreement Electronic signatures are acceptable and | |||
166 | will be binding. Signatures, initials, and modifications communicated by facsimile will be considered as originals. | |||
167 |
The
term "buyer" as used in this Agreement includes buyers,
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168 |
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169 | * | 14. | Additional Terms: ________________________________________________________________________ | |
170
171
172
173
174
175
176
177
178
179
180
181 |
The term of this Agreement shall automatically renew for 30 day periods unless either party elects not to renew this Agreement by giving written notice to the party at least 7 days prior to the expiration of the Termination Date. Either party may terminate this Agreement during any renewal period by giving 7 days' written notice to the other party. The terms and conditions of all offers and contracts, and amendments thereto, are subject to Seller's written approval. Broker shall not be permitted to any compensation in connection with the Protection Period unless (a) Broker delivers a list of prospects to Seller prior to the Termination Date and (b) a prospect on such list ultimately closes on the acquisition of the Property. Seller shall not be in default of this Agreement unless Broker gives Seller thirty (30) days' written notice and an opportunity to cure. Any term of this Agreement requiring Seller's approval or agreement shall be in Seller's sole discretion. Seller and Broker waive jury trial and waive any rights to consequential, special, or punitive damages. In no event shall Seller be required to pay or reimburse broker for any out of pocket expenses. Broker shall indemnify and hold Seller harmless from claims for compensation from other brokers and/or Broker's gross negligence. There are no third party beneficiaries of this Agreement. Broker shall maintain its brokerage license in good standing and comply with all applicable laws and codes and rules and regulations of any homeowner's association(s). Broker acknowledges and agrees that Seller may or may not improve the property(ies) in its sole discretion at any time and any such improvement(s) shall not be deemed to hinder or Interfere with Broker's obligations under this Agreement. | |||
182 | ||||
183 | ||||
184 | * | Seller’s Signature: ____________________________________________________Date: _________________ | ||
185 | * | Home Telephone: ____________________ Work Telephone: _______________ Facsimile: _________________ | ||
186 | * | Address: ___________________________________________________________________________________ | ||
187 | * | Email Address: _____________________________________________________________________________ | ||
188 | * | Seller’s Signature: /s/ Hunter Gary Date: 2/10/16 | ||
MB 2013 LLC, by Hunter Gary, President and CEO | ||||
189 | * | Home Telephone: ____________________ Work Telephone: 212-702-4332 Facsimile: ________________ | ||
190 | * | Address: 787 Fifth Avenue, 47th Floor, New York, NY 10153 | ||
191 | * | Email Address: hgary@help.com | ||
192 | * | Authorized Sales Associate or Broker: /s/ Christopher Cleary Date: 2/9/16 | ||
193 | * | Brokerage Firm Name: Bayswater Brokerage Florida LLC Telephone: 772-794-7827 | ||
194 | * | Address: 2231 Falls Circle, Vero Beach, FL 32967 | ||
195 | * | Copy returned to Seller on ____________________ by ¨ email ¨ facsimile ¨ mail ¨ personal delivery. | ||
The Florida Association of REALTORS ® makes no representation as to the legal validity or adequacy of any provision of this form in any specific transaction. This standardized form should not be used in complex transactions or with extensive riders or additions. This form is available for use by the entire real estate industry and is not intended to identify the user as REALTOR ® . REALTOR ® , is a registered collective membership make which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS ® and who subscribe to its Code of Ethics. The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction of this form by any means including facsimile or computerized form. |
Seller ( ) (_____) and Broker/Sales Associate (_____) ( ) acknowledge receipt of a copy of this page, which is Page 4 of 4. | |
VLLA-2 Rev 10/13 | © 2013 Florida Association of Realtors® |
Software and added formatting © 2016 Alta Star Software, all rights reserved. * www.altastar.com * (877) 279-8898
EXHIBIT A
Address | Target Sales Price | |||
1211 Stillwater Drive, Miami Beach, FL 33141 | $ | 2,000,000.00 | ||
1420 Biscaya Drive, Surfside, FL 33154 | $ | 4,850,000.00 | ||
Lot in between 700 88 ST and 682 88 ST, Surfside, FL 33154 (El/2 OF LOT 25 & LOT 26 BLK 28A, PB 16-44) | $ | 2,850,000.00 | ||
18970 N Bay Road, Sunny Isles Beach, FL 33160 | $ | 2,500,000.00 |
NOTE: Seller may in its sole discretion from time to time designate one or more listing co-brokers for any and all properties subject to this Agreement, and Broker shall be solely responsible for compensating any and all cooperating brokers as directed by Seller.