0001096906-13-001567.txt : 20131015 0001096906-13-001567.hdr.sgml : 20131014 20131015094559 ACCESSION NUMBER: 0001096906-13-001567 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131015 DATE AS OF CHANGE: 20131015 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADUS CORP CENTRAL INDEX KEY: 0000911148 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133660391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46485 FILM NUMBER: 131150601 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024367 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Farpoint Capital Management, LLC CENTRAL INDEX KEY: 0001589146 IRS NUMBER: 462678172 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7501 TILLMAN HILL ROAD CITY: COLLEYVILLE STATE: TX ZIP: 76034 BUSINESS PHONE: 682-738-8011 MAIL ADDRESS: STREET 1: 7501 TILLMAN HILL ROAD CITY: COLLEYVILLE STATE: TX ZIP: 76034 SC 13D 1 cadus.htm CADUS CORPORATION SCH 13D 2013-10-07 cadus.htm
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

 ______________

 SCHEDULE 13D
 (Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
 PURSUANT TO RULE 13d-1(a)


CADUS CORPORATION
 (Name of Issuer)

Common Stock
(Title of Class of Securities)


127639102
(CUSIP Number)


FARPOINT CAPITAL MANAGEMENT, LLC
7501 TILLMAN HILL ROAD
COLLEYVILLE, TEXAS 76034
682-738-8011
FAX (682) 626 0003

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 7, 2013
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. o

 
 
 
 
CUSIP No. 127639102
13D
Page 2 of 4 Pages 
   
1.
NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
 
Farpoint Capital Management, LLC
EIN - 46-2678172
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) o
 (b) o
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS *  
OO - Funds of Investment Advisory Clients
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  o
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION:
 7501 Tillman Hill Road, Colleyville, Texas 76034
 
NUMBER OF
7.
SOLE VOTING POWER
SHARES
  
680,000
BENEFICIALLY
8.
SHARED VOTING POWER
OWNED BY
  
0
EACH
9.
SOLE DISPOSITIVE POWER
REPORTING
  
680,000
PERSON
10.
SHARED DISPOSITIVE POWER
WITH
  
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
680,000
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
 5.17%
 
14.
TYPE OF REPORTING PERSON
 IA

 
 
 
 
Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the Common Stock of CADUS CORPORATION (the "Company").  The principal executive offices of the Company are located at 767 Fifth Avenue, New York, NY 10153.

Item 2. Identity and Background

This statement is being filed by Farpoint Capital Management (the “Reporting Persons”).

a.
Name:
Farpoint Capital Management, LLC
     
b.
State of organization:
Nevada
     
c.
Principal business:
State Registered Investment Advisor
     
d.
Address:
7501 Tillman Hill Road, Colleyville, Texas 76034
     
e.
During the last five years, neither Farpoint Capital Management, LLC nor its President Bryan P. Healey has (i) been convicted in any criminal proceeding; or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which either was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The funds used in purchasing shares on behalf of clients of Farpoint Capital Management, LLC came from various investment advisory client accounts.  Farpoint Capital Management, LLC disclaims beneficial ownership.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Company’s shares in the belief that the shares were undervalued.  On October 15, 2013, the Reporting Persons delivered a letter to Carl C. Icahn, controlling shareholder (the “October 15 Letter”).  A copy of the October 15 Letter is being filed herewith as an exhibit hereto.

The foregoing description of the October 15 Letter is not complete, should be read together with, and is qualified in its entirety by reference to, the entire October 15 Letter, which has been filed herewith as an exhibit and is incorporated herein by reference.

The Reporting Persons may from time to time and at any time, acquire additional shares.  They reserve the right to dispose of any or all of their securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the securities.

The Reporting Persons may initiate communications with other shareholders and they may seek board representation.
 
Item 5. Interest in Securities of the Issuer.

(a) The information regarding share ownership by Farpoint Capital Management, LLC on the cover page is incorporated here by reference.

(b) The information regarding share ownership by Farpoint Capital Management, LLC on the cover page is incorporated here by reference.

(c) Transactions effected during the previous 60 days:

Date
  
Shares Purchased (Sold)
    
Price Per Share
  
             
10/11/2013
     22,427.00     $ 1.50  
10/7/2013
     13,300.00     $ 1.48  
10/4/2013
     800.00     $ 1.49  
9/24/2113
     313,473.00     $ 1.45  
 
(d) Not applicable.

(e) Not applicable.

 
Page 3 of 4 pages
 
 
Item 6. Contracts, Arrangements, Understandings or Relationship

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Farpoint Capital Management, LLC hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Letter dated October 15, 2013 to Carl C. Icahn, controlling shareholder of the Company.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 15, 2013
Farpoint Capital Management, LLC
 
 
By: ________________
 
Bryan P. Healey, President
 
 

 
Page 4 of 4 pages
 
 EX-99.1 2 cadusexh991.htm LETTER DATED OCTOBER 15, 2013 TO CARL C. ICAHN, CONTROLLING SHAREHOLDER OF THE COMPANY cadusexh991.htm
FARPOINT CAPITAL MANAGEMENT, LLC
7501 Tillman Hill Road
Colleyville, TX 76034
 

October 15, 2013

Mr. Carl C. Icahn
Icahn Enterprises, L.P.
767 Fifth Avenue
New York, NY 10153

Dear Mr. Icahn:

Your record as an investor is legendary.  “Investor of the Century” would be an appropriate description of your accomplishments and prowess in corporate and financial matters.  Shareholders of Icahn Enterprises (IEP) have seen their shares rise from a low of $9.04 a share in 2003 to $83.80 a share as of the close on October 10, 2013.

Sadly, as long suffering shareholders of Cadus (KDUS), a company you have controlled for 18 years, our lack of investment return has been frustrating and disappointing.  Some of our shares have been held since 2006.

Cadus is a small pimple on your $20 billion portfolio.  It appears to us that you have relegated the company to the status of an unwanted orphan in a coma who receives no visitors.

Let us relate to you the dismal history of the past 10 years (you have been the controlling shareholder since 1995 – 18 years):

1.
From 2003 to the present the share price of Cadus (KDUS) has fluctuated between $1.03 and $1.97 a share.  At the current price of $1.52 a share, shareholders have seen no gain on their investment after 10 years.  Adjusted for inflation, they are net losers.
   
2.
Book value on December 31, 2003 of $2.04 a share has declined to $1.72 a share on June 30, 2013.  It continues to erode at about $0.01 a share every quarter.
   
3.
Working capital on December 31, 2003 was $26,000,000.  As of June 30, 2013 it was $22,000,000.
   
4.
Tax net operating loss carry forwards have declined due to expirations from $28,800,000 as of December 31, 2003 to $18,900,000 on December 31, 2012.
   
5.
No year since 2003 has shown a profit.

This is not the kind of performance that investors have come to expect from Carl C. Icahn.  Perhaps as a twitter devotee you should share it with your followers.  Where is your vaunted concern for shareholders?  Why do three of the company’s four directors own no stock?  If you were attacking a target, you would emphasize this kind of dearth of faith shown here by your own Board.
 
 
 
 
 
Owning, as you do, 40% of the outstanding shares, attempting to replace the existing Board through the proxy process would be a quixotic and likely futile exercise.  We do wish to call to your attention the voting results at the 2012 annual meeting of Cadus shareholders.  The non-Icahn controlled votes were cast overwhelmingly against your nominees.  As the self-proclaimed guardian of shareholder rights, are you listening?

We believe it is past time to awaken the comatose orphan.  If you are too busy to do so, then put it out of its misery (liquidate).

 
Regards,
   
   /s/ Bryan P. Healey
 
 Bryan P. Healey, CPA, PFS
 
President