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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended December 31, 2008
or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from _______ to ______
Commission
File No. 1-8625
READING
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
(State
or other jurisdiction of incorporation or organization)
500
Citadel Drive, Suite 300
Commerce,
CA
(Address
of principal executive offices)
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95-3885184
(I.R.S.
Employer Identification Number)
90040
(Zip
Code)
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Registrant’s
telephone number, including Area Code: (213) 235-2240
Securities
Registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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Class
A Nonvoting Common Stock, $0.01 par value
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NASDAQ
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Class
B Voting Common Stock, $0.01 par value
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NASDAQ
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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
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23.1
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Consent
of Independent Auditors, Deloitte & Touche
LLP.
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31.1
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Certification
of Principal Executive Officer dated October 22, 2009 pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
of Principal Financial Officer dated October 22, 2009 pursuant to Section
302 of the Sarbanes-Oxley Act of
2002.
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32.1
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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.
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32.2
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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.
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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.
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Date: October
22, 2009
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By:
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/s/
Andrzej Matyczynski
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Andrzej
Matyczynski
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Chief
Financial Officer and Treasurer
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EXHIBIT
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in Registration Statement No.
333-36277 on Form S-8 of our reports, relating to the 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 and an explanatory
paragraph referring 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 for
the retrospective application of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets for a previously reported discontinued
operation) appearing in
this Annual Report on Form 10-K/A of Reading International, Inc. and
subsidiaries for the year ended December 31, 2008.
/s/
Deloitte & Touche LLP
Deloitte
& Touche LLP
Los
Angeles, California
October
20, 2009
EXHIBIT
31.1
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James
J. Cotter, certify that:
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1)
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I
have reviewed this Form 10-K/A of Reading International,
Inc.;
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2)
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3)
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4)
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b)
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designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5)
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s Board of
Directors (or persons performing the equivalent
functions):
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a)
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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/s/ James J.
Cotter
James J.
Cotter
Chief
Executive Officer
October
22,
2009
EXHIBIT
31.2
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Andrzej Matyczynski, certify that:
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1)
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I
have reviewed this Form 10-K/A of Reading International,
Inc.;
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2)
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3)
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4)
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
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designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5)
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of registrant’s Board of
Directors (or persons performing the equivalent
functions):
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a)
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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/s/ Andrzej
Matyczynski
Andrzej
Matyczynski
Chief
Financial Officer
October
22, 2009
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the accompanying Annual Report of Reading International, Inc.
(the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2008 (the
“Report”), I, James J. Cotter, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley
Act of 2002, that:
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1.
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The
Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934;
and
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2.
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/ James J.
Cotter
James J.
Cotter
Chief
Executive Officer
October
22, 2009
EXHIBIT
32.2
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the accompanying Annual Report of Reading International, Inc.
(the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2008 (the
“Report”), I, Andrzej Matyczynski, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that:
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1.
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The
Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934;
and
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2.
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/ Andrzej
Matyczynski
Andrzej
Matyczynski
Chief
Financial Officer
October
22, 2009