0000716634-13-000035.txt : 20130531 0000716634-13-000035.hdr.sgml : 20130531 20130531123559 ACCESSION NUMBER: 0000716634-13-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130528 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130531 DATE AS OF CHANGE: 20130531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: READING INTERNATIONAL INC CENTRAL INDEX KEY: 0000716634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 953885184 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08625 FILM NUMBER: 13884173 BUSINESS ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 213 235 2240 MAIL ADDRESS: STREET 1: 6100 CENTER DRIVE STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: CITADEL HOLDING CORP DATE OF NAME CHANGE: 19941216 8-K 1 rdi-20130528x8k.htm 8-K 5ff9f866414e47c

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)

 

 

 

 

Nevada 

1-8625

95-3885184

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

6100 Center Drive, Suite 900, Los Angeles, California

90045

(Address of Principal Executive Offices)

(Zip Code)

 

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))

 

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.

 

 

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.

 

 

 

 

 

READING INTERNATIONAL, INC.

 

 

 

Date: May 31, 2013

By:

/s/ Andrzej Matyczynski

 

Name:

Andrzej Matyczynski

 

Title:

Chief Financial Officer

 

 

INDEX TO EXHIBITS

 

 

 

 

Exhibit No.

 

Description

 

 

 

99.1

 

Reading International, Inc. press release dated May 28, 2013.

 

 

 

 

 

EX-99.1 2 rdi-20130528ex9917ba4e0.htm EX-99.1 8-K May 28 Exhibit

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:

 

·

the development, ownership and operation of multiplex cinemas in the United States, Australia and New Zealand; and

·

the development, ownership, and operation of retail and commercial real estate in Australia, New Zealand, and the United States, including entertainment-themed retail centers (“ETRC”) in Australia and New Zealand and live theater assets in Manhattan and Chicago in the United States.

 

Reading manages its worldwide cinema business under various different brands:

 

·

in the United States, under the

o

Reading brand (http://www.readingcinemasus.com),

o

Angelika Film Center brand (http://www.angelikafilmcenter.com),

o

Consolidated Theatres brand (http://www.consolidatedtheatres.com),

o

City Cinemas brand (http://www.citycinemas.com),

 

o

Beekman Theatre brand (http://www.beekmantheatre.com),

o

The Paris Theatre brand (http://www.theparistheatre.com), and

o

Liberty Theatres brand (http://libertytheatresusa.com/);

·

in Australia, under the Reading brand (http://www.readingcinemas.com.au); and

·

in New Zealand, under the

o

Reading  (http://www.readingcinemas.co.nz) and

o

Rialto (http://www.rialto.co.nz) brands.

 

For more information, contact:

 

Andrzej Matyczynski, Chief Financial Officer

Reading International, Inc.  (213) 235-2240