As filed with the Securities and Exchange Commission on June 4, 2020
RegistrationNo. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMAX CORPORATION
(Exact name of Registrant as specified in its charter)
| Canada | 98-0140269 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
2525 Speakman Drive Mississauga, Ontario L5K 1B1 Canada (905)403-6500 | 902 Broadway, Floor 20 New York, New York, USA 10010 (212)821-0100 | |
(Address and telephone number of Registrant’s principal executive offices)
IMAX CORPORATION
SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
(Full title of the plans)
IMAX U.S.A. Inc.
902 Broadway, Floor 20
New York, NY 10010
(212)821-0100
(Name, address and telephone number of agent for service)
Copies to:
Gillian Emmett Moldowan, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848 5356
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to Be Registered | Amount to | Proposed Maximum Offering Price Per Security | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Shares of IMAX Corporation (no par value) (1) | 7,200,000 | U.S. $12.30 (2) | U.S. $88,560,000 (3) | U.S. $11,495.09 | ||||
| ||||||||
| ||||||||
| (1) | Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on FormS-8 shall also cover any additional Common Shares that become deliverable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding Common Shares to be offered or sold pursuant to the plan. |
| (2) | Such estimate is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices ($12.80 and $11.80, respectively) of IMAX Corporation Common Shares quoted on the New York Stock Exchange on May 29, 2020. |
| (3) | Estimated solely for the purpose of calculating the registration fee. |
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information.* |
| Item 2. | Registrant Information and Employee Plan Annual Information.* |
| * | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the “Note” to Part I of Form S-8. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference into this Registration Statement:
(a) the Registrant’s Annual Report on Form10-K for the fiscal year ended December 31, 2019 (FileNo. 001-35066), filed February 19, 2020;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form10-K referred to in clause (a) above, including the Registrant’s Quarterly Report on Form10-Q for the period ending March 31, 2020, filed April 30, 2020, and Current Report on Form8-K filed March 17, 2020; and
(c) the description of the Registrant’s Common Shares (the “Common Shares”), registered under Section 12 of the Exchange Act, contained in the Registrant’s Registration Statement on Form20-F/A No. 2 filed with the Commission on June 7, 1994, including any amendment or report filed for the purposes of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
The Company’s GeneralBy-law contains an indemnification of its directors/officers, former directors/officers and persons who have acted at its request to be a director/officer of an entity in which the Company is a shareholder or creditor, to indemnify them, to the extent permitted by theCanada BusinessCorporations Act, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by them in connection with any action, suit or proceeding in which the directors and/or officers are sued as a result of their service, if they acted honestly and in good faith with a view to the best interests of the Company. The nature of the indemnification prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to counterparties. The Company has purchased directors’ and officers’ liability insurance. No amount has been accrued in the consolidated balance sheet as at December 31, 2019 with respect to this indemnity.
2
The Registrant maintains directors’ and officers’ liability insurance with an aggregate policy limit of U.S. $70 million subject to a deductible of U.S. $1,000,000 in respect of securities law claims, U.S. $500,000 in respect of employment law claims, and U.S. $500,000 in respect of all other claims.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
The following exhibits are filed as part of this Registration Statement.
* Filed herewith.
| Item 9. | Undertakings. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recentpost-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
3
(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 the Registration Statement;
provided,however; that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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 initialbona fide offering thereof; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 initialbona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 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 and will be governed by the final adjudication of such issue.
4
SIGNATURES
The Registrant. 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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on June 4, 2020.
| IMAX CORPORATION | ||
| By: | /s/ Richard L. Gelfond | |
| Name: | Richard L. Gelfond | |
| Title: | Chief Executive Officer | |
5
Each person whose signature appears below hereby constitutes and appoints Richard L. Gelfond and Robert D. Lister (except that Mr. Gelfond himself appoints solely Mr. Lister) his or her true and lawfulattorneys-in-fact and agents, each acting alone, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacitates, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to suchattorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the indicated capacities and on June 4, 2020.
Signature | Title | |
/s/ Richard L. Gelfond | ||
Name: Richard L. Gelfond | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Patrick McClymont | ||
Name: Patrick McClymont | Chief Financial Officer & Executive Vice President (Principal Financial Officer) | |
/s/ Kevin Delaney | ||
Name: Kevin Delaney | Senior Vice President, Finance and Controller (Principal Accounting Officer) | |
/s/ Bradley J. Wechsler | ||
Name: Bradley J. Wechsler | Chairman of the Board & Director | |
/s/ Neil S. Braun | ||
Name: Neil S. Braun | Director | |
/s/ Eric A. Demirian | ||
Name: Eric A. Demirian | Director | |
/s/ Kevin Douglas | ||
Name: Kevin Douglas | Director | |
/s/ David W. Leebron | ||
Name: David W. Leebron | Director | |
/s/ Michael MacMillan | ||
Name: Michael MacMillan | Director | |
/s/ Dana Settle | ||
Name: Dana Settle | Director | |
/s/ Darren D. Throop | ||
Name: Darren D. Throop | Director | |
6
