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): October 6, 2016
READING INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada |
1-8625 |
95-3885184 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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6100 Center Drive, Suite 900, Los Angeles, California |
90045 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01 |
Other Events. |
Reading International, Inc. (“Reading” or the “Company”), through it press release dated October 26, 2016, announced today that final judgment was entered on October 20, 2016 by the District Court, Clark County, Nevada dismissing with prejudice all claims against the Company’s directors contained in the previously filed derivative lawsuit brought plaintiff stockholders consisting of funds managed by Messrs. Whitney Tilson and Jonathan M. Glaser. The derivative lawsuit was previously filed in the District Court, Clark County, Nevada under the caption T2 Accredited Fund, LP, a Delaware limited partnership, doing business as Kase Fund; T2 Qualified Fund, LP, a Delaware limited partnership, doing business as Kase Qualified Fund; Tilson Offshore Fund, Ltd, a Cayman Islands exempted company; T2 Partners Management I, LLC, a Delaware limited liability company, doing business as Kase Management; T2 Partners Management Group, LLC, a Delaware limited liability company, doing business as Kase Group; JMG Capital Management, LLC, a Delaware limited liability company; and Pacific Capital Management, LLC, a Delaware limited liability company (collectively the “T2 Derivative Plaintiffs”), derivatively on behalf of Reading International, Inc. vs. Margaret Cotter, Ellen M. Cotter, Guy Adams, Edward Kane, Douglas McEachern, William Gould, Judy Codding, Michael Wrotniak and Craig Tompkins and Does 1 through 100, inclusive, as defendants, and, Reading International, Inc., a Nevada corporation, as Nominal Defendant. The Nevada District Court’s order provided that all parties were responsible for their own attorneys’ fees and costs. The parties modified the terms of the Settlement Agreement and Release of Claims previously filed by the Company in its Form 8-K filed with the Securities and Exchange Commission on July 13, 2016, to address concerns expressed by the Nevada District Court as to the scope and extent of certain releases.
Item 9.01 Financial Statements and Exhibits.
99.1Press release issued by Reading International, Inc. on October 26, 2016, entitled [“Reading International Dismissal of Derivative Claims”].
99.2Order Granting Settlement with T2 Plaintiffs and Final Judgment dated October 20, 2016.
99.3Settlement Agreement and Release of Claims dated October 6, 2016.
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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READING INTERNATIONAL, INC. |
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Date: October 26, 2016 |
By: |
/s/ Devasis Ghose |
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Name: |
Devasis Ghose |
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Title: |
Chief Financial Officer |
Reading International Announces Final Judgment Dismissal of Derivative Lawsuit With Prejudice
Los Angeles, California – (BUSINESS WIRE) - October 26, 2016 - Reading International, Inc. (NASDAQ: RDI) announced today that the District Court of the State of Nevada entered its Final Judgment on October 20, 2016, dismissing with prejudice all claims against our Company’s directors (the “Derivative Claims”) contained in the derivative lawsuit brought by various funds managed by Messrs. Whitney Tilson and Jonathan M. Glaser (the “Plaintiff Stockholders”). The parties modified the terms of the Settlement Agreement and Release of Claims previously filed by the Company in its Form 8-K filed with the Securities and Exchange Commission on July 13, 2016, to address concerns expressed by the District Court as to the scope and extent of certain releases. As modified, the District Court found the settlement agreement to be “fair, reasonable, adequate and in the best interest of stockholders.” The Court’s Order provided that all parties will be responsible for their own legal fees and expenses. No compensation was paid to the Plaintiff Stockholders in connection with the settlement.
Ellen Cotter, Chair, President and Chief Executive Officer, commented, “We are pleased to have resolved this matter. We remain focused on driving long-term value for all Reading stockholders and appreciate the support of stockholders like Messrs. Glaser and Tilson as we pursue this important objective.”
As reported in our July 13, 2016 press release, Messrs. Glaser and Tilson advised our Company in connection with the settlement of their Derivative Claims: "We are pleased with the conclusions reached by our investigations as Plaintiff Stockholders and now firmly believe that the Reading Board of Directors has and will continue to protect stockholder interests and will continue to work to maximize shareholder value over the long term. We appreciate the Company's willingness to engage in open dialogue and are excited about the Company's prospects. Our questions about the termination of James Cotter, Jr., and various transactions between Reading and members of the Cotter family - or entities they control - have been definitively addressed and put to rest. We are impressed by measures the Reading Board has made over the past year to further strengthen corporate governance. We fully support the Reading Board and management team and their strategy to create stockholder value."
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:
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the development, ownership and operation of multiplex cinemas in the United States, Australia and New Zealand; and |
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the development, ownership and operation of retail and commercial real estate in Australia, New Zealand and the United States, including entertainment-themed centers in
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Australia and New Zealand and live theater assets in Manhattan and Chicago in the United States. |
Reading manages its worldwide business under various brands:
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in the United States, under the |
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Reading Cinema brand (http://www.readingcinemasus.com); |
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Angelika Film Center brand (http://www.angelikafilmcenter.com); |
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Consolidated Theatres brand (http://www.consolidatedtheatres.com); |
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City Cinemas brand (http://www.citycinemas.com); |
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Beekman Theatre brand (http://www.beekmantheatre.com); |
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The Paris Theatre brand (http://www.theparistheatre.com); |
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Liberty Theatres brand (http://libertytheatresusa.com); and |
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Village East Cinema brand (http://villageeastcinema.com) |
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in Australia, under the |
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Reading Cinema brand (http://www.readingcinemas.com.au); |
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Newmarket brand (http://readingnewmarket.com.au); and |
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Red Yard brand (http://www.redyard.com.au) |
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in New Zealand, under the |
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Reading Cinema brand (http://www.readingcinemas.co.nz); |
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Rialto brand (http://www.rialto.co.nz); |
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Reading Properties brand (http://readingproperties.co.nz); |
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Courtenay Central brand (http://www.readingcourtenay.co.nz); and |
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Steer n’ Beer restaurant brand (http://steernbeer.co.nz). |
Reading International, Inc., contact:
Dev Ghose
Executive Vice President & Chief Financial Officer
(213) 235-2240
or
Andrzej Matyczynski
Executive Vice President - Global Operations
(213) 235-2240
