Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 19, 2007
READING
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
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1-8625
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95-3885184
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Citadel Drive
Suite
300
Commerce,
California
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90040
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(213)
235-2240
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)).
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Item 1.01
Entry Into a Material Definitive Agreement
On
January 19, 2007, the Board of Directors of Reading International, Inc.
(“Reading”) approved an offer letter pursuant to which Reading has agreed to
employ Mr. John Hunter as the new Chief Operating Officer of Reading and as
the
President of all Reading subsidiaries in New Zealand and Australia. Mr. Hunter’s
employment will commence on February 12, 2007 in the Los Angeles office. Under
the terms of the offer letter, Mr. Hunter will be entitled to a base salary
of
$350,000 per year payable bi-weekly, plus a lump sum payment paid at calendar
year end of $50,000. In addition, Mr. Hunter will be entitled to a lump sum
pension benefit payment that will be payable to Mr. Hunter on the date that
his
employment terminates. The lump sum benefit payments shall be $400,000 if his
employment terminates on or after the fourth anniversary of Mr. Hunter’s
employment with Reading, $800,000 if his employment terminates on or after
the
eight anniversary, $1,000,000 if his employment terminates on or after the
tenth
anniversary, and $2,000,000 if his employment terminates on or after the
thirteenth anniversary of his employment. In addition, Mr. Hunter will receive
a
grant of $100,000 worth of restricted Class A Nonvoting Common Stock on the
first date of his employment with Reading and an additional grant of $100,000
worth of restricted Class A Nonvoting Common Stock on the first anniversary
of
his employment. Each award of stock shall have a two year vesting period (50%
vested at 12 months from the date of grant, and 100% vested 24 months from
the
date of grant). In the event that Reading terminates Mr. Hunter’s employment for
any reason prior to the fourth anniversary of Mr. Hunter’s employment, Mr.
Hunter will be entitled to receive a severance payment equal to his base salary;
in the event his employment is terminated by Reading after the fourth
anniversary, his severance shall be 50% of his base salary.
On
January 19, 2007, as director compensation, the Board of Directors of Reading
also (i) granted to each of the seven members of the Board of Directors an
option to purchase 10,000 shares of Reading’s Class A Nonvoting Common Stock,
and (ii) increased the annual cash director fee by $10,000 to $35,000. The
foregoing stock options have an exercise price of $8.35 (the closing trading
price on January 19, 2007) and a 10-year term.
Finally,
on January 19, 2007, the Board of Directors also established a Tax Oversight
Committee. Mr. Edward L. Kane was appointed as the Chairman of the new
committee. As compensation for his services as the Chairman of the new
committee, the Board agreed to pay Mr. Kane a fee of $25,000 for the year 2007.
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, thereunto
duly authorized.
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READING
INTERNATIONAL, INC.
By:
/s/
Andrzej Matyczynski
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Dated: January
25, 2007
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Andrzej
Matyczynski
Chief
Financial Officer
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