UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  DC 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  May 28, 2013

 

Reading International, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

 

Registrant's telephone number, including area code:  (213) 235-2240

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 28, 2013, Reading International, Inc. (we,” “our,” “us” and the “Company”) announced that the Board of Directors has appointed Mr. James J. Cotter, Jr. to serve as our President, beginning June 1, 2013. The Company also announced in the press release the resignation of Mr. John Hunter as Chief Operating Officer, such resignation to be effective as of the close of business on June 3, 2013. A copy of our press release is attached as Exhibit 99.1 to this current report and incorporated herein by reference.

Our separation agreement with Mr. Hunter, dated May 28, 2013,  sets out the mechanics for the payment of his vested pension benefit of $400,000, and includes Mr. Hunter’s agreement (in consideration of our agreement to pay him $200,000) to provide services to us as a consultant to assist in work transition matters through July 31, 2013.

Item 9.01.  Financial Statements and Exhibits

(d)            Exhibits

We are filing as part of this report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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INDEX TO EXHIBITS

 

 

 

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Reading International Announces Senior Personnel Changes

 

 

Los Angeles, California, - (BUSINESS WIRE) – May 28, 2013 – Reading International, Inc. (NASDAQ: RDI) announced today that the Board of Directors has appointed Mr. James J. Cotter, Jr. to serve as our President, beginning June 1, 2013.  Mr. Cotter, Jr. (43) has served as a member of our Board of Directors since 2002, and as our Vice Chairman since 2007.  As Vice Chairman, Mr. Cotter, Jr. has worked with the Company’s executive officers on operational and strategic matters, chaired the Domestic and Australia/New Zealand Senior Executive Management meetings, typically held on a weekly basis, and served as a member of the Tax Oversight Committee of our Board of Directors.   Mr. Cotter, Jr. is the direct owner of 671,000 shares of our Company’s Class A Non-Voting common stock, and holds options to acquire an additional 22,500 shares of such common stock.  We are in the process of negotiating a one year “evergreen” employment contract with Mr. Cotter, Jr.

 

Mr. Cotter, Jr. has also served as the Chief Executive Officer of Cecelia Packing Corporation (a Cotter family-owned citrus grower, packer and marketer) since 2004, and for the seven years before that practiced law in Manhattan with the firm of Winston & Strawn, specializing in corporate law.

 

Mr. Cotter Jr. is the son of James J. Cotter, Sr. our Chairman and Chief Executive Officer, and the brother of directors Ellen Cotter and Margaret Cotter.

 

The Company also announced today the resignation of John Hunter as Chief Operating Officer. 

 

About Reading International, Inc.

 

Reading International (http://www.readingrdi.com) is in the business of owning and operating cinemas and developing, owning and operating real estate assets.  Our business consists primarily of:

 

 

Reading manages its worldwide cinema business under various different brands:

 

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For more information, contact:

 

Andrzej Matyczynski, Chief Financial Officer

Reading International, Inc.  (213) 235-2240

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