Attached files
file | filename |
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EX-32.2 - EXHIBIT 32.2 - CERTIFICATION - READING INTERNATIONAL INC | exhibit32_2.htm |
EX-32.1 - EXHIBIT 32.1 - CERTIFICATION - READING INTERNATIONAL INC | exhibit32_1.htm |
EX-23.1 - EXHIBIT 23.1 - CONSENT OF DELOITTE & TOUCHE LLP - READING INTERNATIONAL INC | exhibit23_1.htm |
EX-31.2 - EXHIBIT 31.2 - CERTIFICATION - READING INTERNATIONAL INC | exhibit31_2.htm |
EX-31.1 - EXHIBIT 31.1 - CERTIFICATION - READING INTERNATIONAL INC | exhibit31_1.htm |
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.
|
31.2
|
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
|
||