As filed with the Securities and Exchange Commission on January 21, 2004 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
READING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
95-3885184 (IRS Employer Identification Number) |
555 S. Hope Street, Suite 1825, Los Angeles, California 90071-2633
(Address of principal executive offices, including zip code)
1999 Stock Option Plan of
Reading International, Inc.
(Full title of the plan)
Andrzej J. Matyczynski
Chief Financial Officer
555 S. Hope Street, Suite 1825, Los Angeles, California 90071-2633
(Name and address of agent for service)
(213) 235-2240
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | |||||||||||||||
| offering price | aggregate offering | Amount of | ||||||||||||||
| Title of securities to be registered | Amount to be registered(1) | per share | price | registration fee(2) | ||||||||||||
Class A Nonvoting and/or Class B
Voting Common Stock, $0.01 par
value |
690,000 shares | $ | 6.2200 | $ | 4,291,800 | $ | 348.00 | |||||||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the 1999 Stock Option Plan (the “Plan”) as a result of the anti-dilution adjustment provisions of the Plan. | |
| (2) | The proposed maximum offering price per share and maximum aggregate offering price were estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933 based upon the average of (i) the average of the high and low sales prices of the Class A Nonvoting Common Stock and (ii) the average of the high and low sale prices of the Class B Voting Common Stock, in each case, as reported on the American Stock Exchange on January 14, 2004. |
| PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 4.1 | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 23.2 | ||||||||
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
On January 12, 2001, Reading International, Inc. (formerly known as Citadel Holding Corporation and herein the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 No. 333-36297 (the “Prior Registration Statement”) relating to shares of the Registrant’s Class A Nonvoting Common Stock and Class B Voting Common Stock, $0.01 par value, to be issued pursuant to the Registrant’s 1999 Stock Option Plan (the “Plan”). The Prior Registration Statement currently is effective. This Registration Statement relates to additional securities of the same classes as those to which the Prior Registration Statement relates to be issued pursuant to the Plan, as amended as of August 2001. The contents of the Prior Registration Statement, including all exhibits thereto, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the attached Exhibit Index that follows the signature page of this Registration Statement, which is incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, State of California, on this 15th day of January, 2004.
|
Reading International, Inc. |
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| By: | /s/ Andrzej J. Matyczynski
Andrzej J. Matyczynski Chief Financial Officer |
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Andrzej J. Matyczynski such person’s true and lawful attorney-in-fact and agent, with full power of substitution, to sign on such person’s behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission under the Securities Act, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ James J. Cotter
James J. Cotter |
Chairman of the Board and Chief Executive Officer | January 15, 2004 | ||
| /s/ Eric Barr
Eric Barr |
Director | January 15, 2004 | ||
| /s/ James J. Cotter, Jr.
James J. Cotter, Jr. |
Director | January 15, 2004 | ||
| /s/ Margaret Cotter
Margaret Cotter |
Director | January 15, 2004 | ||
| /s/ Gerard P. Laheney
Gerard P. Laheney |
Director | January 15, 2004 | ||
| /s/ William C. Soady
William C. Soady |
Director | January 15, 2004 | ||
| /s/ Alfred Villaseñor,
Jr.
Alfred Villaseñor, Jr. |
Director | January 15, 2004 |
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EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 4.1 | 1999 Stock Option Plan of Reading International, Inc., as amended. | |
| 5.1 | Opinion of Kummer Kaempfer Bonner & Renshaw with respect to the securities being registered. | |
| 23.1 | Consent of Kummer Kaempfer Bonner & Renshaw (contained in Exhibit 5.1). | |
| 23.2 | Consent of Deloitte & Touche LLP. | |
| 24.1 | Power of attorney (contained on the signature page hereto). |
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