As
filed with the Securities and Exchange Commission on October 22,
2009
Registration
No. 333- 162581
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Reading
International, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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95-3885184
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(State
or other jurisdiction of
incorporation or
organization)
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(I.R.S.
Employer
Identification
Number)
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500
Citadel Drive
Commerce,
California 90040
(213)
235-2240
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(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive
offices)
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Andrzej
Matyczynski
Chief
Financial Officer
Reading
International, Inc.
500
Citadel Drive
Commerce,
California 90040
(213)
235-2240
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(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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With
a copy to:
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Dale
E. Short
TroyGould
PC
1801
Century Park East
Suite
1600
Los
Angeles, California 90067
Telephone:
(310) 789-1259
Facsimile:
(310) 789-1459
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Approximate date of commencement of
proposed sale to the public: From time to time, as determined
by the registrant, after this registration statement becomes
effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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o Large accelerated
filer
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ý Accelerated
filer
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¨ Non-accelerated
filer
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o Smaller reporting
company
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(Do
not check if a smaller reporting company)
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The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Reading International,
Inc. is filing this Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on October 20, 2009 to correct an
error in the date of the consent of the independent registered public accounting
firm included
as Exhibit 23.1 to the Registration
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this pre-effective amendment No. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Commerce, State of California, on
October 22, 2009.
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READING
INTERNATIONAL, INC.
By:
/s/
James J.
Cotter
James
J. Cotter
Chairman
of the Board of Directors and Chief Executive
Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
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Signature
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Title
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Date
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|||
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/s/
James J. Cotter
James
J. Cotter
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Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive
Officer)
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October
22, 2009
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/s/
Andrzej Matyczynski
Andrzej
Matyczynski
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Chief
Financial Officer and Treasurer (Principal Financial and Accounting
Officer)
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October
22, 2009
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/s/
*
Eric
Barr
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Director
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October
22, 2009
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/s/
*
James
J. Cotter, Jr.
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Director
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October
22, 2009
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/s/
*
Margaret
Cotter
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Director
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October
22, 2009
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/s/
*
William
D. Gould
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Director
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October
22, 2009
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/s/
*
Edward
L. Kane
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Director
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October
22, 2009
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/s/
*
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Director
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October
22, 2009
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||||
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Gerald
P. Laheney
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||||||
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/s/
*
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Director
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October
22, 2009
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||||
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Alfred
Villaseñor
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||||||
* By:
/s/
James J.
Cotter
James J.
Cotter
Attorney-in-fact
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Document
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1.1
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Form
of Underwriting Agreement between Reading International Inc. and one or
more underwriters to be named*
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4.1
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Amended
and Restated Articles of Incorporation of Reading International, Inc.
(previously filed by the registrant on August 7, 2009 as
Exhibit 3.8 to the registrant’s Annual Report on Form 10-K, for
the year ended December 31, 2008 and incorporated herein by
reference)
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4.2
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Amended
and Restated Bylaws of Reading International, Inc. (previously filed by
the registrant on March 25, 2005 as Exhibit 3.6 to the
registrant’s Annual Report on Form 10-K for the year ended
December 31, 2004 and incorporated herein by
reference)
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4.3
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Form
of Class A Non-Voting Common Stock Certificate of Reading
International, Inc. (previously filed by the registrant on November 16,
2001 as Exhibit 4.1 to the registrant’s Amendment No. 1 to its
registration statement on Form S-4 and incorporated herein by
reference)
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4.4
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Form
of Indenture between Reading International, Inc. and one or more trustees
to be named**
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4.5
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Form
of Debt Security*
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4.6
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Form
of Warrant Agreement for Class A Non-Voting Common Stock, including
form of Warrant*
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4.7
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Form
of Warrant Agreement for Debt Securities, including form of
Warrant*
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4.8
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Form
of Unit Certificate*
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5.1
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Opinion
of TroyGould PC**
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12.1
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Computation
of Ratio of Earnings to Fixed Charges**
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23.1
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Consent
of Deloitte & Touche, LLP***
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23.2
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Consent
of PricewaterhouseCoopers LLP**
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23.3
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Consent
of KPMG**
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23.4
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Consent
of TroyGould PC (included in Exhibit 5.1)
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24.1
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Power
of Attorney**
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25.1
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Statement
of Eligibility of Trustee on Form
T-1*
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_____________
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*
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To
be filed, if applicable, subsequent to the effectiveness of this
registration statement (1) by an amendment to this registration statement
or (2) as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
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**
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Previously
filed.
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***
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Filed
herewith.
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EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Pre-Effective Amendment No. 1
to the Registration Statement on Form S-3 of our report, relating to the
consolidated financial statements and financial statement schedule of Reading
International, Inc. and subsidiaries (the “Company”) dated March 16, 2009,
October 20, 2009 as to the effects of the retrospective application of Statement
of Financial Accounting Standards (SFAS) No. 160, Noncontrolling Interests in
Consolidated Financial Statements – An Amendment of ARB No. 51 and of SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets and
correction of an error discussed in Note 28 (which report expresses an
unqualified opinion and includes an explanatory paragraph regarding the
Company's adoption of Financial Accounting Standards Board Interpretation No.
48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB
Statement No. 109), appearing in the Annual Report on Form 10-K/A of the Company
for the year ended December 31, 2008, and our report dated March 16, 2009 on the
effectiveness of the Company internal control over financial reporting appearing
in the Annual Report on Form 10-K of the Company for the year ended December 31,
2008, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/
Deloitte & Touche, LLP
Los
Angeles, California
October
20, 2009