As
filed with the Securities and Exchange Commission on October 20,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
With
a copy to:
Dale
E. Short
TroyGould
PC
1801
Century Park East
Suite
1600
Los
Angeles, California 90067
Telephone:
(310) 789-1259
Facsimile:
(310) 789-1459
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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CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Proposed maximum
aggregate offering price (1)
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Amount of
registration fee (2)
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Class A
Non-Voting Common Stock, $0.01 par value per share(3)
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Debt
Securities(4)
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Warrants
to Purchase Class A Non-Voting Common Stock
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Warrants
to Purchase Debt Securities
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Units
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Total(5)
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$100,000,000
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$5,580.00
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(1)
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The
securities registered by this registration statement may be sold
separately, together with other securities registered hereunder or as
units consisting of a combination of securities registered
hereunder. As permitted by Rule 457(o) under the Securities Act
of 1933 and General Instruction II.D to Form S-3 under the Securities Act
of 1933, the number of securities of each class of securities registered
hereunder is not specified. There is being registered hereunder
an indeterminate amount of shares of common stock, debt securities,
warrants to purchase common stock or debt securities and units of the
registrant as may from time to time be issued at indeterminate
prices. The maximum offering price for each class of securities
will be determined from time to time by the registrant in connection with
the issuance of the securities registered by this registration
statement. In no event, however, will the maximum aggregate
offering price of all securities issued under this registration statement
exceed $100,000,000. With respect to debt securities, the
proposed maximum aggregate offering price excludes accrued
interest.
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(2)
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The
registration fee has been calculated in accordance with Rule 457(o) of the
Securities Act of 1933.
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(3)
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Includes
shares of common stock that may be issued in primary offerings, upon the
conversion of convertible debt securities registered by this registration
statement, upon the exercise of warrants registered by this registration
statement and in conjunction with units registered by this registration
statement.
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(4)
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Includes
debt securities that may be issued in primary offerings, upon conversion
of another series of debt securities registered by this registration
statement, upon the exercise of warrants registered by this registration
statement and in conjunction with units registered by this registration
statement.
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(5)
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Pursuant
to Rule 416 under the Securities Act of 1933, this registration statement
also registers such indeterminate amounts of securities as may be issued
upon conversion of, or in exchange for, the securities registered
hereunder and such indeterminate number of shares of common stock as may
be issued from time to time upon conversion or exchange as a result of
stock splits, stock dividends or similar transactions.
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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.
The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities, and it is not a solicitation of any offer
to buy these securities, in any jurisdiction where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED October 20, 2009
Prospectus
Reading
International, Inc.
$100,000,000
____________________________________
Class
A Non-Voting Common Stock
Debt
Securities
Warrants
to Purchase Class A Non-Voting Common Stock
Warrants
to Purchase Debt Securities
Units
___________________________________
We may,
from time to time, offer and sell up to $100,000,000 in the aggregate
of:
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shares
of our class A non-voting common stock, par value $0.01 per
share;
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our
secured or unsecured debt securities, in one or more series, which may be
either senior, senior subordinated or subordinated debt
securities;
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warrants
to purchase shares of our class A non-voting common
stock;
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warrants
to purchase our debt securities;
and
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any
combination of the securities listed above, separately or as
units.
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We will
provide the specific terms of these securities, including the price and the type
and amount of securities to be offered and sold, in a supplement to this
prospectus. You should read this prospectus and the prospectus
supplement carefully before you invest.
We may
offer and sell these securities directly to purchasers or to or through one or
more underwriters, dealers and agents, and on a continuous or delayed
basis. If we sell securities to or through underwriters, dealers or
agents, we will include their names and the fees, commissions and discounts that
they will receive, as well as the net proceeds to us, in the prospectus
supplement. This prospectus may not be used to sell our securities
unless accompanied by the prospectus supplement. The delivery of this
prospectus together with a prospectus supplement relating to the offered
securities shall not constitute an offer of any other securities covered by this
prospectus.
Investing
in our securities involves certain risks. See “Risk Factors” on page
2 of this prospectus and in the prospectus supplement for a discussion of risks
that you should consider before you invest in our securities.
Our
class A non-voting common stock is traded on the NASDAQ Capital Market
under the symbol “RDI.” On October 19, 2009, the last reported sales
price for our class A non-voting common stock on the NASDAQ Capital Market
was $4.58 per share.
Neither
the Securities and Exchange Commission nor any state securities commission or
other regulatory body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date
of this prospectus is October 20, 2009.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This
prospectus is a part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, or “SEC,” utilizing a “shelf”
registration process. Under the shelf registration process, we may
sell any combination of the securities described in this prospectus in one or
more transactions up to a total dollar amount of $100,000,000.
The rules
and regulations of the SEC allow us to omit from this prospectus certain
information that is included in the registration statement. For
further information about us and our securities, you should review the
registration statement and the exhibits filed with the registration
statement. In addition, the SEC allows us to incorporate by reference
into this prospectus information in the reports and other documents that we file
with the SEC, which means that we can disclose important information to you by
referring you to those reports and other documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we later file with the SEC will automatically update and, where
applicable, modify or supersede that information. You may read the
registration statement (including its exhibits) and the reports and other
documents that we file with the SEC at the SEC’s website, www.sec.gov, or at
the SEC’s Public Reference Room described below under the heading “Where You Can
Find More Information.”
This
prospectus provides you with a general description of the securities we may
offer. Each time we offer securities under this shelf registration,
we will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You
should read both this prospectus and the prospectus supplement together with the
additional information described under the heading “Incorporation of Certain
Information by Reference.” To the extent that any information in the
prospectus supplement is inconsistent with the information in this prospectus,
the information in the prospectus supplement will modify or supersede this
prospectus.
This
prospectus and the related prospectus supplement do not constitute an offer to
sell or the solicitation of an offer to buy any securities other than the
registered securities to which they relate, nor do this prospectus and the
prospectus supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should
not assume that the information contained in this prospectus and the prospectus
supplement is accurate as of any date subsequent to the date set forth on the
front of the document or that any information we have incorporated by reference
is correct as of any date subsequent to the date of the document incorporated by
reference, even though this prospectus and the prospectus supplement is
delivered or securities are sold on a later date.
You
should rely only on the information contained in this prospectus, in the
prospectus supplement and in any document incorporated by reference into this
prospectus. We have not authorized any salesperson, dealer or other
person to provide you with information different from that contained in this
prospectus, in the prospectus supplement or in any document incorporated by
reference into this prospectus, and you are not entitled to rely upon any such
different information.
References
in this prospectus to “Reading,” “the Company,” “we,” “us” and “our” refer to Reading
International, Inc. and our consolidated subsidiaries and predecessor
corporations.
ABOUT READING
Reading
International, Inc. was founded in 1983 as a Delaware corporation and
reincorporated in 1999 in Nevada. Our businesses consist 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.
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Our
principal executive offices are located at 500 Citadel Drive, Commerce,
California 90040, and our telephone number is (213) 235-2240. Our
website address is www.readingrdi.com,
although the information on our website is not part of this
prospectus.
Before
you decide whether to purchase any of our securities, in addition to the other
information in this prospectus and in the prospectus supplement, you should
carefully consider the risks and uncertainties described under the heading “Risk
Factors” in our most recent Annual Report on Form 10-K and our subsequent
Quarterly Reports on Form 10-Q, which are incorporated by reference into this
prospectus, as the same may be updated from time to time by our future filings
with the SEC. You also should carefully consider any additional risks
and uncertainties that are described in the prospectus supplement related to the
offering of our securities. If one or more of these risks and
uncertainties materializes, our business, financial condition and results of
operations may be adversely affected. In that event, you may not
realize all, or any, of the potential benefits of an investment in our
securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents incorporated herein by reference contain
forward-looking statements, and we anticipate that the related prospectus
supplement will contain forward-looking statements. These statements
relate to future events or to our future financial performance and involve known
and unknown risks, uncertainties and other factors that may cause our actual
results to be materially different from any future results expressed or implied
by the forward-looking statements. In some cases, you can identify
forward-looking statements by the use of words such as “believe,” “anticipate,” “intend,” “plan,” “estimate,” “may,” “could,” “anticipate,” “predict,” or “expect” and similar
expressions. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks, uncertainties and other
factors that are, in many cases, beyond our control. Forward-looking
statements are not guarantees of future performance. Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of various factors. We do not undertake any
obligation to publicly update any forward-looking statements, whether as a
result of new information, future developments or otherwise.
Factors
that may cause actual events or results to differ from those discussed in the
forward-looking statements include, without limitation, competition from
companies with greater resources than us and from other sources of entertainment
and other entertainment delivery systems, general economic and business
conditions, changes in technology affecting our cinema operations, fluctuations
in currency exchange rates and other risks of operating internationally, and new
governmental regulations, as well as the other risks described in the documents
referred to above under “Risk Factors.”
USE OF PROCEEDS
Unless we
state otherwise in the prospectus supplement, we intend to use the net proceeds
from the sale of securities described in this prospectus to augment our working
capital and for general corporate purposes. Pending our use of the
net proceeds for these purposes, we intend to invest the net proceeds in
investment-grade, interest-bearing securities.
RATIO OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated. The ratio of earnings to fixed charges is computed
by dividing our earnings by our fixed charges for the period indicated. You
should review Exhibit 12.1 to the registration statement of which this
prospectus is a part for details regarding the figures used to calculate the
following ratios.
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Year Ended December 31,
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Six
Months Ended
June 30, 2009
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2004
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2005
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2006
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2007
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2008
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*
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1.77
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* Earnings
were insufficient to cover fixed charges in at least a one-to-one ratio for the
periods ended December 31, 2004, 2005, 2006, 2007, and 2008 by $7.1 million,
$13.2 million, $2.0 million, $4.2 million, and $22.3 million,
respectively. For more detailed understanding of this computation,
please refer to Exhibit 12.1 of the registration statement of which this
prospectus is a part. See “Where You Can Find More Information,”
below.
THE SECURITIES THAT WE MAY OFFER
We,
directly or through underwriters, dealers or agents designated by us from time
to time, may offer, issue and sell, on terms to be determined at the time of
sale, up to $100,000,000 in the aggregate of:
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shares
of our class A non-voting common stock, par value $0.01 per
share;
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our
secured or unsecured debt securities, in one or more series, which may be
either senior, senior subordinated or subordinated debt
securities;
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warrants
to purchase shares of our class A non-voting common
stock;
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warrants
to purchase our debt securities;
and
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any
combination of the securities listed above, separately or as
units.
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The
shares of our class A non-voting common stock, debt securities, warrants
and units that we may offer are sometimes collectively referred to in this
prospectus as the “securities.”
We have
summarized below the material terms of the various types of securities that we
may offer. We will describe in the prospectus supplement the detailed
terms of the securities offered by that prospectus supplement. If
indicated in the prospectus supplement, the terms of the offered securities may
differ from the terms summarized below.
DESCRIPTION OF CAPITAL STOCK
We are
authorized to issue 100,000,000 shares of class A non-voting common stock,
$0.01 par value per share, 20,000,000 shares of class B voting common
stock, $0.01 par value per share, referred to in this section of the prospectus
as “class B common
stock,” and 20,000,000 shares of undesignated preferred stock, $0.01 par
value per share. As of October 20, 2009, there were approximately
21,123,582 shares of class A non-voting common stock outstanding and
1,495,790 shares of class B common stock outstanding. An
additional 627,850 shares of our class A non-voting common stock and
150,000 shares of class B common stock were reserved for issuance upon
exercise of stock options outstanding as of such date.
We may
offer shares of our class A non-voting common stock. This
prospectus describes the general rights and privileges of our class A
non-voting common stock. When we offer shares of our class A
non-voting common stock, we will describe the initial offering price and the
number of shares offered in a supplement to this prospectus.
Common
Stock
Holders
of class A non-voting common stock have no voting rights, except that the
holders of class A non-voting common stock will be entitled to vote as a
separate class on any amendments to our articles of incorporation or any merger
that would adversely affect the rights, privileges or preferences of
class A non-voting
common stock, or on any liquidation or dissolution in which such holders would
receive securities with lesser rights, preferences and privileges than those
attributable to class A non-voting common stock.
Holders
of class B common stock are entitled to one vote per share on all matters
to be voted upon by our stockholders. Holders of class B common
stock do not have cumulative voting rights, and, therefore, the holders of a
majority of the shares of class B common stock voting for the election of
directors can elect all of the directors. If this occurs, the holders
of the remaining shares will not be able to elect any director.
Holders
of class A non-voting common stock and class B common stock are
entitled to receive any dividends that our board of directors may declare from
funds legally available for distribution. We have never declared or
paid cash dividends on our common stock and expects to retain future earnings,
if any, for use in the operation and expansion of our business. As a
result, we do not anticipate paying any cash dividends in the foreseeable
future. In addition, we may be bound by future contractual
arrangements with lenders or other that restrict our paying cash
dividends on our common stock.
In the
event of our liquidation, dissolution or winding up, the holders of class A
non-voting common stock and class B common stock are entitled to share
ratably in all assets legally available for distribution after payment of all
debts and other liabilities and subject to the prior rights of any holders of
preferred stock then outstanding. Holders of our common stock have no
preemptive or other subscription or conversion rights. There are no
redemption or sinking fund provisions applicable to our common
stock.
Preferred
Stock
We are
authorized to issue 20,000,000 shares of undesignated preferred
stock. Our board of directors has the authority without any further
stockholder vote to issue the preferred stock in one or more series and to fix
the price and rights of the preferred stock. The issuance of
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
delaying, deferring or preventing a change in control of the
Company. It could also adversely affect the market price of our
class A non-voting common stock and the rights of the holders of our
class A non-voting common stock. We have no current plan to
issue any shares of preferred stock.
Charter
Provisions
Our
amended and restated articles of incorporation require that we obtain the
approval of the holders of a majority of the outstanding shares of class B
common stock before selling or issuing additional shares of class B common
stock representing 5% or more of the then-outstanding class B
shares. This means, among other things, that our board of directors
can not authorize a transaction involving the sale or issuance of class B
common stock that would cause a change of control of the Company without the
approval of the holders of a majority of the outstanding shares of class B
common stock. James J. Cotter, our Chairman of the Board of Directors
and Chief Executive Officer, currently owns beneficially a majority of the
outstanding shares of class B common stock.
The
foregoing provision of our amended and restated articles of incorporation may
have the effect of discouraging, delaying or preventing someone from acquiring
us or merging with us, which might cause the market price of our class A
non-voting common stock to decline or prevent the holders of our class A
non-voting common stock from realizing a premium over the market price of their
shares.
Transfer
Agent and Registrar
The
transfer agent and registrar for our class A non-voting common stock is
Computershare Trust Company, N.A. and can be contacted by telephone at (800)
962-4284.
DESCRIPTION OF DEBT SECURITIES
This
prospectus describes in general terms the debt securities that we may offer
pursuant to this prospectus. When we offer a particular series of
debt securities, we will describe the specific terms of the series in a
supplement to this prospectus. The terms of any debt securities we
may offer under a prospectus supplement may differ from the terms described
below.
The debt
securities offered by this prospectus and the prospectus supplement will be
issued under an indenture between us and a trustee. We have filed a
copy of the form of indenture as an exhibit to the registration statement of
which this prospectus is a part, and you should read the indenture for
provisions that may be important to you.
The
prospectus supplement relating to any series of debt securities being offered
will describe the initial offering price, the aggregate principal amount and the
following terms of the debt securities, to the extent applicable:
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the
title of the debt securities;
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the
price or prices at which we will sell the debt
securities;
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the
date or dates on which we will pay the principal on the debt
securities;
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the
rate or rates (which may be fixed or variable) per annum or the method
used to determine the rate or rates at which the debt securities will bear
interest, the date or dates from which interest will accrue, the date or
dates on which interest will commence and be payable and any regular
record date for the interest payable on any interest payment
date;
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the
place or places where the principal of, premium, and interest on the debt
securities will be payable;
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the
terms upon which we may redeem the debt
securities;
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the
terms of any subordination of the debt securities to other
indebtedness;
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any
restrictions on the transfer of the debt
securities;
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any
obligation we have to redeem or purchase the debt securities pursuant to
any sinking fund or analogous provisions or at the option of a holder of
debt securities;
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whether
the debt securities will be secured or unsecured and the terms of any
secured debt securities;
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whether
the debt securities are convertible into other securities and the terms of
any conversion rights;
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with
respect to debt securities convertible into other securities, the terms of
any adjustments in the debt conversion price and the number of securities
issuable upon the conversion of the debt securities to be made in certain
events;
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the
name of the indenture trustee and the percentage of outstanding debt
securities necessary to require the trustee to take
action;
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any
restrictions imposed by the debt securities on our ability to pay
dividends, to incur other indebtedness, to issue other securities or to
engage in other business activities, and any requirement for us to
maintain any asset ratio or
reserves;
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the
denominations in which the debt securities will be
issued;
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whether
the debt securities will be issued in the form of certificated debt
securities or global debt
securities;
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the
portion of the principal amount of the debt securities payable upon
declaration of acceleration of the maturity date, if other than the
principal amount;
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the
designation of the currency, currencies or currency units in which payment
of principal of, premium and interest on the debt securities will be
made;
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if
payments of principal of, premium or interest on the debt securities will
be made in one or more currencies or currency units other than that or
those in which the debt securities are denominated, the manner in which
the exchange rate with respect to these payments will be
determined;
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the
manner in which the amounts of payment of principal of, premium or
interest on the debt securities will be determined, if these amounts may
be determined by reference to an index based on a currency or currencies
other than that in which the debt securities are denominated or designated
to be payable or by reference to a commodity, commodity index, stock
exchange index or financial index;
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the
events of default with respect to the debt
securities;
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the
material United States income tax consequences applicable to the debt
securities;
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whether
the debt securities are to be offered at a price such that they will be
deemed to be offered at an “original issue discount” as defined in Section
1273(a) of the Internal Revenue Code of
1986;
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whether
we or the trustee may amend the indenture without the consent of the
holders of the debt securities;
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any
other terms of the debt securities which may modify or delete any
provision of the indenture as it applies to that
series;
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any
depositaries, interest rate calculation agents, exchange rate calculation
agents or other agents with respect to the debt securities;
and
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a
summary of other material terms of the
indenture.
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DESCRIPTION OF WARRANTS
We may
offer warrants to purchase shares of our class A non-voting common stock,
as well as warrants to purchase our debt securities. If the warrants
are issued pursuant to warrant agreements, we will so specify in the prospectus
supplement relating to the warrants.
The
following description will apply to the warrants offered by this prospectus
unless we provide otherwise in the prospectus supplement. The
prospectus supplement for a particular series of warrants may specify different
or additional terms. The forms of any warrant certificates or warrant
agreements evidencing the warrants that we issue will be filed with the SEC and
incorporated by reference into this prospectus, and you should carefully review
such documents.
The
prospectus supplement will describe the following terms of warrants to purchase
our common stock, to the extent applicable:
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·
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the
title of the warrants;
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·
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the
price at which the warrants will be issued and the exercise price of the
warrants;
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·
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the
price at which the warrants will be
sold;
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·
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the
aggregate number of warrants
offered;
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·
|
the
number of shares of our class A non-voting common stock or the
principal amount of our debt securities that may be purchased upon the
exercise of each warrant, as well as the terms of any such debt
securities;
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·
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the
terms of any right by us to redeem the
warrants;
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·
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the
date on which the right to exercise the warrants will commence and the
date on which this right will
expire;
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·
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the
procedures for exercising the
warrants;
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·
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the
terms on which the warrants may be
amended;
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·
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with
respect to warrants to purchase shares of our class A common stock,
the terms of any adjustments in the warrant exercise price and the number
of shares of our class A non-voting common stock purchasable upon the
exercise of each warrant to be made in certain events, including the
issuance of a stock dividend to holders of our class A non-voting
common stock or a stock split, reverse stock split, combination,
subdivision or reclassification of our class A non-voting common
stock;
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·
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the
effect on the warrants of our merger or consolidation with another entity
or our sale of all or substantially all of our
assets;
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·
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the
maximum or minimum number of warrants which may be exercised at any time;
and
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·
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the
material United States income tax consequences applicable to the warrants
and their exercise.
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Holders
of warrants to purchase shares of our class A non-voting common stock will
not be entitled, by virtue of being such warrant holders, to vote, consent,
receive dividends, receive notice as stockholders with respect to any meeting of
stockholders for the election of our directors or any other matter, or to
exercise any rights whatsoever as stockholders. Holders of warrants
to purchase debt securities will not be entitled, by virtue of being such
warrant holders, to payment of principal of or any premium, if any, or interest
on the debt securities purchasable upon exercise of the warrants or any of the
other rights of holders of the debt securities.
Warrants
may be exercised at any time up to the close of business on the expiration date
set forth in the prospectus supplement relating to the warrants offered
thereby. After the close of business on the expiration date,
unexercised warrants will become void. Upon our receipt of the
exercise price of the warrants upon the due exercise of the warrants, we will,
as soon as practicable, forward the securities purchasable upon
exercise. If less than all of the warrants represented by such
warrant certificate are exercised, a new warrant certificate will be issued for
the remaining warrants.
DESCRIPTION OF UNITS
We may
offer units that consist of a combination of two or more of the other securities
described in this prospectus. For example, we may elect to issue
units for a specified price per unit, with each unit consisting of one share of
our class A non-voting common stock and one warrant to purchase one
additional share of our class A non-voting common stock at a specified
price. The holder of a unit also will hold each security that is
included in the unit.
We have
provided in the preceding sections of this prospectus a general description of
our class A non-voting common stock and of the debt securities and of the
warrants that we may offer. If we elect to offer units, we will
describe the specific terms of the units in a supplement to this
prospectus. Among other things, the prospectus supplement will
describe, to the extent applicable:
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·
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the
price of each unit;
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·
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the
securities comprising each unit;
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·
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the
exercise price of the warrants comprising part of the
units;
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·
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the
aggregate number of units
offered;
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·
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the
number of shares of our class A non-voting common stock or the
principal amount of our debt securities that may be purchased upon the
exercise of each warrant comprising part of a
unit;
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·
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the
terms of any right by us to redeem any of the securities comprising the
units;
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·
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the
date on which the right to exercise the warrants forming part of the units
will commence and the date on which this right will
expire;
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·
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any
transfer restrictions on the units, including whether the securities
comprising the units may be transferred
separately;
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·
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the
terms on which the units, or debt securities or warrants forming part of
the units, may be amended;
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·
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with
respect to any debt securities forming part of the units, the other
matters listed above under “Description of Debt
Securities”;
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·
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with
respect to any warrants forming part of the units, the other matters
listed above under “Description of Warrants”;
and
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·
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the
material United States income tax consequences applicable to the
units.
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PLAN OF DISTRIBUTION
We may
sell the securities offered by this prospectus from time to time pursuant to
underwritten public offerings, negotiated transactions, block trades or a
combination of these methods. We may sell the securities (1) to or
through underwriters, dealers or agents for resale to the public or to a limited
number of purchasers, (2) directly to one or more purchasers, or (3) through a
combination of these methods of sale. The prospectus supplement will
describe the terms of the offering, including the names of any underwriters,
dealers or agents engaged by us, the purchase price of the securities and the
net proceeds to be received by us.
The
securities offered by us may be sold from time to time in one or more
transactions at:
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·
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a
fixed price or prices, which may be
changed;
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·
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market
prices prevailing at the time of
sale;
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·
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prices
related to the prevailing market
prices;
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·
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varying
prices determined at the time of sale;
or
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·
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negotiated
prices.
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We may
solicit directly offers to purchase the securities being offered by this
prospectus. We may also designate agents to solicit offers to
purchase the securities from time to time.
If we
utilize one or more dealers in the sale of the securities being offered by this
prospectus, we will sell the securities to the dealers, as
principal. The dealers may then resell the securities to the public
at varying prices to be determined by the dealers at the time of
resale.
If we
utilize one or more underwriters in the sale of the securities being offered by
this prospectus, we may execute an underwriting agreement with the underwriters
at the time of sale and we will provide the name of any underwriters in the
prospectus supplement which the managing underwriters will use to make resales
of the securities to the public. The underwriters may agree to
purchase the securities from us either on a firm-commitment or best efforts
basis. In connection with the sale of the securities, we, or the
purchasers of securities for whom the underwriters may act as agents, may
compensate the underwriters in the form of underwriting
discounts or commissions. The underwriters may sell the securities to
or through dealers, and the underwriters may compensate those dealers in the
form of discounts, concessions or commissions.
With
respect to underwritten public offerings, negotiated transactions and block
trades, we will describe in the applicable prospectus supplement any
compensation we pay to underwriters, dealers or agents in connection with the
offering of the securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers. Underwriters,
dealers and agents participating in the distribution of the securities may be
deemed to be underwriters within the meaning of the Securities Act of 1933, and
any discounts and commissions received by them and any profit realized by them
on resale of the securities may be deemed to be underwriting discounts and
commissions. We may enter into agreements to indemnify underwriters,
dealers and agents against civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments they may be required to
make in respect thereof.
To
facilitate the offering of securities, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the securities. These transactions may include
over-allotments or short sales of the securities, which involve the sale by
persons participating in the offering of more securities than we sold to
them. In such circumstances, these persons would cover such
over-allotments or short positions by making purchases in the open market or by
exercising their over-allotment option. In addition, these persons
may stabilize or maintain the price of the securities by bidding for or
purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be
reclaimed if securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
The
underwriters, dealers and agents may engage in other transactions with us, or
perform other services for us, in the ordinary course of their
business.
LEGAL MATTERS
TroyGould
PC, Los Angeles, California, has issued an opinion about certain matters with
respect to the securities covered by this prospectus.
EXPERTS
The
consolidated financial statements, and the related financial statement schedule,
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K/A for the year ended December 31, 2008, and the effectiveness of our
internal control over financial reporting, have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
reports, which are incorporated herein by reference. Such
consolidated financial statements and financial statement schedule have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The
financial statements of 205-209 East 57th Street Associates, LLC for the years
ended December 31, 2007 and 2006 incorporated in this prospectus by reference to
our Annual Report on Form 10-K/A for the year ended December 31, 2008 have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are
subject to the information and periodic reporting requirements of the Securities
Exchange Act of 1934 and, in accordance with that act, file periodic reports,
proxy statements and other information with the SEC. The periodic
reports, proxy statements and other information filed by us are available for
inspection and copying at prescribed rates at the SEC’s Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the operation of the SEC’s
Public
Reference Room. The SEC also maintains an Internet site that contains
all reports, proxy statements and other information that we file electronically
with the SEC. The address of that website is
www.sec.gov.
We have
filed with the SEC a registration statement on Form S-3 under the Securities Act
of 1933 covering the securities offered under this prospectus. The
registration statement, including the exhibits to the registration statement,
contains additional information about us and the securities offered by this
prospectus. The rules and regulations of the SEC allow us to omit
from this prospectus certain information that is included in the registration
statement. For further information about us and our securities, you
should review the registration statement and the exhibits filed as part of the
registration statement.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC
allows us to incorporate into this prospectus by reference the information we
file with it, which means that we can disclose important information to you by
referring you to the documents containing that information. The
information incorporated by reference is considered to be part of this
prospectus, and information that we later file with the SEC will automatically
update and, where applicable, modify or supersede that information.
We
incorporate by reference into this prospectus the following documents that we
have filed, or will file, with the SEC (other than any portions of such
documents that, in accordance with SEC rules, are deemed to be “furnished”
rather than “filed” with the SEC):
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|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2008 filed on March 16, 2009;
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·
|
Our
amended Annual Report on Form 10-K/A for the fiscal year ended December
31, 2008 filed on October 20, 2009;
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·
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Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009
and June 30, 2009 filed on May 14, 2009 and August 7, 2009,
respectively;
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·
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Our
Current Reports on Form 8-K filed on March 17, 2009, May 1,
2009, May 19, 2009, May 21, 2009 and August 7, 2009,
respectively;
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·
|
The
description of our common stock contained in our Registration Statement on
Form 8-A/12B filed on August 3, 2009 and any amendment or report
subsequently filed for the purpose of updating such description;
and
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·
|
Each
document that we file with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus
and before the termination of this offering, with information in each such
filing to be deemed to be incorporated by reference into this prospectus
as of the date we make the filing.
|
You may
request a copy of any of these filings from us at no cost by writing or calling
our Corporate Secretary at the following address or telephone number: Reading
International, Inc., 500 Citadel Drive, Commerce, California 90040; (213)
235-2240.
10
Class
A Non-Voting Common Stock
Debt
Securities
Warrants
to Purchase Class A Non-Voting Common Stock
Warrants
to Purchase Debt Securities
Units
PROSPECTUS
October
20, 2009
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other
Expenses of Issuance and Distribution.
The
following table sets forth the expenses to be paid by the registrant, other than
underwriting discounts and commissions, in connection with the offering of
securities described in this registration statement. All amounts
shown are estimates except for the Securities and Exchange Commission
registration fee, and the estimated amounts shown below are based upon an
assumption that the registrant will sell the entire $100,000,000 of securities
described in this registration statement in a single transaction.
|
Securities
and Exchange Commission registration fee
|
$ | 5,580 | ||
|
FINRA
corporate filing fees
|
$ | 0 | ||
|
NASDAQ
Capital Market listing fee
|
$ | 5,000 | ||
|
Printing
and engraving expenses
|
$ | 5,000 | ||
|
Legal
fees and expenses
|
$ | 50,000 | ||
|
Accounting
fees and expenses
|
$ | 20,000 | ||
|
Trustee’s
fees and expenses
|
$ | 10,000 | ||
|
Transfer
agent and registrar fees
|
$ | 2,500 | ||
|
Miscellaneous
expenses
|
$ | 1,920 | ||
|
Total
|
$ | 100,000 | ||
Item
15. Indemnification of Directors and
Officers.
As
permitted by Chapter 78 of Nevada Revised Statutes, the registrant’s amended and
restated articles of incorporation includes a provision that limits the
liability of directors and officers to the maximum extent permitted by Nevada
law. Nevada law provides that, except for certain regulatory
exceptions, a director or officer is not individually liable to the corporation
or its stockholders for money damages as a result of any act or failure to act
in his capacity as a director or officer unless it is proven that: (i) his act
or failure to act constituted a breach of his fiduciary duties as a director or
officer; and (ii) the breach of those duties involved intentional misconduct,
fraud or a knowing violation of law.
As
permitted by Section 78.7502 and 78.751 of the Nevada Revised Statutes, the
registrant’s amended and restated articles of incorporation further
provide:
· For
mandatory indemnification, to the fullest extent permitted by applicable law,
for any person who is or was a director or officer, or is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys’ fees) reasonably
incurred by such person.
· That
the registrant’s obligation to indemnify any person who was or is serving at the
registrant’s request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or nonprofit entity
must be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
· That
the registrant must advance to all indemnified parties the expenses (including
attorney’s fees) incurred in defending any proceeding provided that indemnified
parties (if they are directors or officers) must provide the registrant an
undertaking to repay such advances if indemnification is determined to be
unavailable.
· That
the rights conferred in the amended and restated articles of incorporation are
not exclusive.
II-1
· That
the registrant may not retroactively amend the amended and restated articles of
incorporation provisions relating to indemnity.
The
registrant entered into indemnification agreements with all of the registrant’s
directors and executive officers. Under the indemnification
agreements, the registrant agrees to hold harmless, indemnify and defend each of
these persons, to the full extent permitted by Nevada law and subject to certain
exceptions specified in the indemnification agreements, from and against any and
all expenses (including attorneys’ fees), judgments, damages, fines, penalties
and amounts paid in settlement actually and reasonably incurred by the
indemnitee in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by the registrant
or in its name against such indemnitee) to which the indemnitee is made a party
as a result of the fact that the indemnitee was a director, officer, employee or
agent of the registrant. In addition, the registrant has agreed to
pay such costs or expenses as they are incurred and in advance of the final
disposition of the action.
Item
16. Exhibits
The
exhibits listed in the accompany Exhibit Index are filed or incorporated by
reference as part of this registration statement.
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement; provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if this registration
statement is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of this
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
II-2
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of this registration statement as of the date the filed prospectus was
deemed part of and included in this registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in this registration statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of this registration statement
relating to the securities in this registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; provided, however, that no
statement made in a registration statement or prospectus that is part of this
registration statement or made in a document incorporated or deemed incorporated
by reference into this registration statement or prospectus that is a part of
this registration statement will, as to a purchaser with a time of contract sale
prior to such effective date, supersede or modify any statement that was made in
this registration statement or prospectus that was a part of this registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the
II-3
successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-4
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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Commerce, State of California, on October 20, 2009.
|
READING
INTERNATIONAL, INC.
By: /s/
James J.
Cotter
James
J. Cotter
Chairman
of the Board of Directors and Chief Executive
Officer
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints, jointly and severally, James J. Cotter and Andrzej
Matyczynski, and each one of them, his or her true and lawful attorneys-in-fact
and agents, each with full power of substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to sign any registration statement for the same offering covered by this
registration statement that is to be effective upon filing pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same and all prospectus supplements, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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:
|
Signature
|
|
Title
|
Date
|
|||
|
/s/
James J. Cotter
James
J. Cotter
|
|
Chairman
of the Board of Directors and Chief Executive Officer (Principal Executive
Officer)
|
October
20, 2009
|
|||
|
/s/
Andrzej Matyczynski
Andrzej
Matyczynski
|
|
Chief
Financial Officer and Treasurer (Principal Financial and Accounting
Officer)
|
October
20, 2009
|
|||
|
/s/
Eric Barr
Eric
Barr
|
|
Director
|
October
20, 2009
|
|||
|
/s/
James J. Cotter, Jr.
James
J. Cotter, Jr.
|
|
Director
|
October
20, 2009
|
|||
|
/s/
Margaret Cotter
Margaret
Cotter
|
|
Director
|
October
20, 2009
|
|||
|
/s/
William D. Gould
William
D. Gould
|
|
Director
|
October
20, 2009
|
|||
|
/s/
Edward L. Kane
Edward
L. Kane
|
|
Director
|
October
20, 2009
|
|||
|
/s/
Gerard P. Laheney
|
Director
|
October
20, 2009
|
||||
|
Gerald
P. Laheney
|
||||||
|
/s/
Alfred Villaseñor
|
Director
|
October
20, 2009
|
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|
Alfred
Villaseñor
|
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II-5
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Document
|
|
|
1.1
|
Form
of Underwriting Agreement between Reading International Inc. and one or
more underwriters to be named*
|
|
|
4.1
|
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)
|
|
|
4.2
|
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)
|
|
|
4.3
|
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)
|
|
|
4.4
|
Form
of Indenture between Reading International, Inc. and one or more trustees
to be named**
|
|
|
4.5
|
Form
of Debt Security*
|
|
|
4.6
|
Form
of Warrant Agreement for Class A Non-Voting Common Stock, including
form of Warrant*
|
|
|
4.7
|
Form
of Warrant Agreement for Debt Securities, including form of
Warrant*
|
|
|
4.8
|
Form
of Unit Certificate*
|
|
|
5.1
|
Opinion
of TroyGould PC**
|
|
|
12.1
|
Computation
of Ratio of Earnings to Fixed Charges**
|
|
|
23.1
|
Consent
of Deloitte & Touche, LLP**
|
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP**
|
|
|
23.3
|
Consent
of KPMG**
|
|
|
23.4
|
Consent
of TroyGould PC (included in Exhibit 5.1)
|
|
|
24.1
|
Power
of Attorney (included in Part II of this registration
statement)
|
|
|
25.1
|
Statement
of Eligibility of Trustee on Form
T-1*
|
_____________
|
*
|
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.
|
|
**
|
Filed
with this registration statement.
|
II-6