<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1997.
REGISTRATION NO. 33-57222
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
READING ENTERTAINMENT, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2859312
- ------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 1300
One Penn Square West
Philadelphia, Pennsylvania 19102 19102
- -------------------------------------------- -------------
(Address of Principal Executive Offices) (Zip Code)
____________________
READING COMPANY
1992 NON-QUALIFIED STOCK OPTION PLAN
---------------------------------------------
(Full title of the plan)
____________________
Mr. James A. Wunderle
Reading Entertainment, Inc.
One Penn Square West
Suite 1300
Philadelphia, Pennsylvania 19102
-----------------------------------------
(Name and address of agent for service)
(215) 569-3344
-----------------------------------------
(Telephone number, including area code,
of agent for service)
____________________
Copy to:
Michael H. Margulis, Esquire
Duane, Morris & Heckscher
122 E. 42nd Street, Suite 3300
New York, NY 10168
<PAGE>
Effective October 15, 1996, the Registrant became a successor issuer (as
described in Rule 414 promulgated under the Securities Act of 1933) to Reading
Company. Accordingly, pursuant to Rule 414(d), the Registrant hereby adopts
Reading Company's Registration Statement No. 33-57222 as its own registration
statement for all purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of Duane, Morris & Heckscher.
23.1 Consent of Duane, Morris & Heckscher (included in their opinion filed
as Exhibit 5.1).
<PAGE>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on December 31, 1996.
READING ENTERTAINMENT, INC.
By: /s/ S. Craig Tompkins
-----------------------------
S. Craig Tompkins
President
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James T. Cotter, S. Craig Tompkins and James A.
Wunderle, and each or any of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him, and in his name, place and
stead, in any and all capacities to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ James T. Cotter Chairman of the Board December 31, 1996
- --------------------------------
JAMES T. COTTER (principal executive
officer)
/s/ S. Craig Tompkins President and Director December 31, 1996
- --------------------------------
S. CRAIG TOMPKINS
/s/ James A. Wunderle Executive Vice President, December 31, 1996
- --------------------------------
JAMES A. WUNDERLE Chief Financial Officer,
and Treasurer
(principal financial and
accounting officer)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Eileen M. Mahady Controller (principal December 31, 1996
- --------------------------------
EILEEN M. MAHADY accounting officer)
/s/ Edward L. Kane Director December 31, 1996
- --------------------------------
EDWARD L. KANE
/s/ John W. Sullivan Director December 31, 1996
- --------------------------------
JOHN W. SULLIVAN
/s/ Albert J. Tahmoush Director December 31, 1996
- --------------------------------
ALBERT J. TAHMOUSH
/s/ Gregory R. Brundage Director December 31, 1996
- --------------------------------
GREGORY R. BRUNDAGE
</TABLE>
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
EXHIBIT
NO. EXHIBIT
- ------- -------
5.1 Opinion of Duane, Morris & Heckscher.
23.1 Consent of Duane, Morris & Heckscher (included in their opinion
filed as Exhibit 5.1).
<PAGE>
DUANE, MORRIS & HECKSCHER
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
122 E. 42nd STREET, SUITE 3300 ONE LIBERTY PLACE 1201 MARKET STREET, SUITE 1500
NEW YORK, NY 10168 PHILADELPHIA, PA 19103-7396 WILMINGTON, DE 19801-0195
(215) 979-1000
314 S. STATE STREET 305 NORTH FRONT STREET
DOVER, DE 19901 FAX HARRISBURG, PA 17108-1003
(215) 979-1020
51 HADDONFIELD ROAD, SUITE 340 968 POSTAL ROAD, SUITE 200
CHERRY HILL, NJ 08002-4810 ALLENTOWN, PA 18109-0400
ONE GATEWAY CENTER, SUITE 1210 735 CHESTERBROOK BOULEVARD
NEWARK, NJ 07102 WAYNE, PA 19087-5638
</TABLE>
Exhibits 5.1 and 23.1
---------------------
December 31, 1996
The Board of Directors of
Reading Entertainment, Inc.
One Penn Square West
Suite 1300
Philadelphia, Pennsylvania 19102
Gentlemen:
We have acted as counsel to Reading Entertainment, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Post-Effective
Amendment to a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offer and sale by the Company of up to 500,000 shares (the
"Shares") of common stock, $.001 par value ("Common Stock"). The Shares are to
be issued by the Company upon exercise of options (the "Options") which have
been or may hereafter be granted to certain employees of the Company pursuant to
the Reading Company 1992 Non-Qualified Stock Option Plan (the "Plan").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan. We have examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements and instruments relating to
the Company, and certificates of public officials and of representatives of the
Company, have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for the rendering of this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion that (i)
the Shares issuable upon exercise of currently outstanding Options are duly
authorized, (ii) the Shares issuable upon exercise of Options hereafter granted
shall be duly authorized when the Board of Directors of the Company, or a
committee thereof then authorized to administer the Plan, shall have authorized
the grant of such Options and the issuance of Shares upon exercise thereof, and
(iii) upon exercise of the Options in accordance with the terms of the Plan and
such
<PAGE>
Options against payment of the exercise price thereunder, and assuming due
authorization in the case of Options hereafter granted, compliance with
applicable securities laws, and no change in applicable law or pertinent facts,
the Shares issued on such exercise will be validly issued, fully paid, and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ Duane, Morris & Heckscher
<PAGE>
DUANE, MORRIS & HECKSCHER
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
122 E. 42nd STREET, SUITE 3300 ONE LIBERTY PLACE 1201 MARKET STREET, SUITE 1500
NEW YORK, NY 10168 PHILADELPHIA, PA 19103-7396 WILMINGTON, DE 19801-0195
(215) 979-1000
314 S. STATE STREET 305 NORTH FRONT STREET
DOVER, DE 19901 FAX HARRISBURG, PA 17108-1003
(215) 979-1020
51 HADDONFIELD ROAD, SUITE 340 968 POSTAL ROAD, SUITE 200
CHERRY HILL, NJ 08002-4810 ALLENTOWN, PA 18109-0400
ONE GATEWAY CENTER, SUITE 1210 735 CHESTERBROOK BOULEVARD
NEWARK, NJ 07102 WAYNE, PA 19087-5638
</TABLE>
Exhibits 5.1 and 23.1
---------------------
December 31, 1996
The Board of Directors of
Reading Entertainment, Inc.
One Penn Square West
Suite 1300
Philadelphia, Pennsylvania 19102
Gentlemen:
We have acted as counsel to Reading Entertainment, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Post-Effective
Amendment to a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offer and sale by the Company of up to 500,000 shares (the
"Shares") of common stock, $.001 par value ("Common Stock"). The Shares are to
be issued by the Company upon exercise of options (the "Options") which have
been or may hereafter be granted to certain employees of the Company pursuant to
the Reading Company 1992 Non-Qualified Stock Option Plan (the "Plan").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings in
connection with the adoption of the Plan. We have examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements and instruments relating to
the Company, and certificates of public officials and of representatives of the
Company, have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for the rendering of this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion that (i)
the Shares issuable upon exercise of currently outstanding Options are duly
authorized, (ii) the Shares issuable upon exercise of Options hereafter granted
shall be duly authorized when the Board of Directors of the Company, or a
committee thereof then authorized to administer the Plan, shall have authorized
the grant of such Options and the issuance of Shares upon exercise thereof, and
(iii) upon exercise of the Options in accordance with the terms of the Plan and
such
<PAGE>
Options against payment of the exercise price thereunder, and assuming due
authorization in the case of Options hereafter granted, compliance with
applicable securities laws, and no change in applicable law or pertinent facts,
the Shares issued on such exercise will be validly issued, fully paid, and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ Duane, Morris & Heckscher
