0001096906-13-001801.txt : 20131120 0001096906-13-001801.hdr.sgml : 20131120 20131120103800 ACCESSION NUMBER: 0001096906-13-001801 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 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: 131231981 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 2013-11-20 cadus.htm
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

 ______________

 SCHEDULE 13D/A
 (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)

November 20, 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.

Not applicable.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Company’s shares in the belief that the shares were undervalued.  On November 20, 2013, the Reporting Persons delivered a letter to Brett Icahn, member of the Board of Directors of the Company (the “November 20 Letter”).  A copy of the November 20 Letter is being filed herewith as an exhibit hereto.

The foregoing description of the November 20 Letter is not complete, should be read together with, and is qualified in its entirety by reference to, the entire November 20 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) Not applicable.
 
(d) Not applicable.

(e) Not applicable.
 
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.
 
 
 
Page 3 of 4 pages
 
 
 
Item 7. Material to be Filed as Exhibits.
 
Letter dated November 20, 2013 to Brett Icahn, member of the Board of Directors 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: November 20, 2013
Farpoint Capital Management, LLC
 
 
By: ________________
 
Bryan P. Healey, President
 
 

 
Page 4 of 4 pages
 
 EX-99.1 2 cadusexh991.htm LETTER DATED NOVEMBER 20, 2013 TO BRETT ICAHN cadusexh991.htm
FARPOINT CAPITAL MANAGEMENT, LLC
7501 Tillman Hill Road
Colleyville, TX 76034
 

November 20, 2013
Mr. Brett Icahn
Director
Cadus Corporation
767 Fifth Avenue
New York, NY 10153

Dear Mr. Icahn:

As you are no doubt aware, on October 15, 2013 we sent a letter to the controlling shareholder of Cadus Corporation, your father, Carl C. Icahn.  A copy of that letter was provided to Cadus and to the Securities and Exchange Commission as an exhibit to our Form 13-D filing on that date.  The letter addressed our concerns with the lack of progress Cadus has made in its ongoing merger/acquisition search.  Unfortunately we have not received the courtesy of a response to our letter.

In October you were named as a director of Nuance Communications, Inc. This added additional time commitment to your directorships of American Railcar Industries ($976 million market cap), Motrocity, Inc., Take-Two Interactive Software ($1.6 billion), The Hain Celestial Group ($4 billion) and Cadus Corporation ($22 million). You also have a day job as a portfolio manager for Icahn Capital, LP where you manage approximately $3 billion in assets.  Clearly you are not suited for a life of leisure.

Shareholders have been notified that the Cadus annual meeting will be held on December 2, 2013.  During that meeting you will stand for reelection with the rest of the board.  Undoubtedly the board will be reelected since at least 40.03% of the shares, owned by your father, will be cast in your favor.  In light of the various activities and duties we have mentioned above, we believe you should be asking yourself this question.  Do I have the time to commit to the duties of the Board of Directors of Cadus Corporation?  You and the other board members have a fiduciary duty to all of the shareholders, not just to the controlling shareholder.  It is your responsibility to dedicate sufficient time and attention to your duties as a board member.

In order to utilize Cadus as an acquisition vehicle, someone must spend the time to find and vet acquisition candidates.  Given the Cadus corporate structure wherein the President is mainly an administrative position, the responsibility of finding acquisition candidates falls to the board.  It does not appear from our vantage point that you or the other board members have the time to commit to this search.  We are concerned that you have placed Cadus at the bottom of your to do list.  As a result, we have submitted our proxy voting against the current board of directors.
 
 
 
   Regards,
   
   
   
   Bryan P. Healey, CPA, PFS
   President