UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to ______
Commission File No. 1-8625
READING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA (State or other jurisdiction of incorporation or organization) 500 Citadel Drive, Suite 300 Commerce, CA (Address of principal executive offices) | 95-3885184 (I.R.S. Employer Identification Number) 90040 (Zip Code) |
Registrant’s telephone number, including Area Code: (213) 235-2240
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Class A Nonvoting Common Stock, $0.01 par value | NASDAQ |
| Class B Voting Common Stock, $0.01 par value | NASDAQ |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No þ
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for shorter period than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K of any amendments to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 22, 2009, there were 21,129,582 shares of Class A Non-voting Common Stock, par value $0.01 per share and 1,495,490 shares of Class B Voting Common Stock, par value $0.01 per share, outstanding. The aggregate market value of voting and nonvoting stock held by non-affiliates of the Registrant was $82,713,669 as of June 30, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Reading International, Inc. ( “RDI”) is filing this Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K/A for the year ended December 31, 2008 (the “Annual Report”) in order to correct an error in the date of the consent of the independent registered public accounting firm included as Exhibit 23.1 to the Annual Report.
Except as otherwise expressly set forth in this Amendment, no portion of the Annual Report is being amended or updated by this Amendment and this Amendment does not reflect events that occurred after the date of the Annual Report. Accordingly, this Amendment should be read in conjunction with the Annual Report and RDI’s other filings with the Securities and Exchange Commission.
PART IV
Item 15 – Exhibits and Financial Statement Schedules
(a) Exhibits Required by Item 601 of Regulation S-K
| 23.1 | Consent of Independent Auditors, Deloitte & Touche LLP. |
| 31.1 | Certification of Principal Executive Officer dated October 22, 2009 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Principal Financial Officer dated October 22, 2009 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Principal Executive Officer dated October 22, 2009 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Principal Financial Officer dated October 22, 2009 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
READING INTERNATIONAL, INC.
| Date: October 22, 2009 | By: | /s/ Andrzej Matyczynski |
| | | Andrzej Matyczynski |
| | | Chief Financial Officer and Treasurer |
| | | |
