Securities Registration: Employee Benefit Plan (s-8)
June 04 2020 - 4:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 4, 2020
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IMAX CORPORATION
(Exact
name of Registrant as specified in its charter)
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Canada
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98-0140269
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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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2525 Speakman Drive
Mississauga, Ontario L5K 1B1
Canada
(905) 403-6500
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902 Broadway, Floor 20
New York, New York, USA 10010
(212) 821-0100
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(Address and telephone number of Registrants 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, a non-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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of Securities
to Be Registered
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Amount to
Be Registered
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Proposed
Maximum
Offering
Price
Per Security
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Shares of IMAX Corporation
(no par value) (1)
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7,200,000
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U.S. $12.30 (2)
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U.S. $88,560,000 (3)
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U.S. $11,495.09
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(1)
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Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the Securities Act),
this Registration Statement on Form S-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.
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(2)
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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.
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(3)
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Estimated solely for the purpose of calculating the registration fee.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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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.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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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
Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 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 Form 10-K referred to in clause (a) above, including the Registrants
Quarterly Report on Form 10-Q for the period ending March 31, 2020, filed April 30, 2020, and Current Report on Form 8-K filed March 17, 2020; and
(c) the description of the Registrants Common Shares (the Common Shares),
registered under Section 12 of the Exchange Act, contained in the Registrants Registration Statement on Form 20-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.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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The Companys General By-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 the Canada Business Corporations 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.
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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.
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Exemption from Registration Claimed.
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Not applicable.
The following exhibits are filed as part of this Registration Statement.
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Exhibit
No.
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Description of Document
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4.1
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Restated Articles of Incorporation of IMAX Corporation, dated July 30, 2013. Incorporated by reference to Exhibit
3.1 to IMAX Corporations Form 10-Q, for the quarter ended September 30, 2013 (File No. 001-35066).
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4.2
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By-Law No. 1 of IMAX Corporation, enacted on June
2, 2014. Incorporated by reference to Exhibit 3.2 to IMAX Corporations Form 8-K, dated June 3, 2014 (File No. 001-35066).
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*4.3
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IMAX Corporation Second Amended and Restated Long-Term Incentive Plan.
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*5.1
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Opinion of McCarthy Tétrault LLP, counsel to the Registrant, as to the validity and legality of the securities being registered.
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*23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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*23.2
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Consent of McCarthy Tétrault LLP. (included in Exhibit 5.1).
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*24
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Power of Attorney (included on signature page).
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* Filed herewith.
(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 recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
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(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
initial bona 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 Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plans 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 initial bona 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.
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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 Form S-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.
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IMAX CORPORATION
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By:
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/s/ Richard L. Gelfond
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Name:
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Richard L. Gelfond
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
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 lawful attorneys-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 such 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-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.
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Signature
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Title
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/s/ Richard L. Gelfond
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Name: Richard L. Gelfond
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Chief Executive Officer and Director (Principal Executive Officer)
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/s/ Patrick McClymont
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Name: Patrick McClymont
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Chief Financial Officer & Executive Vice President (Principal Financial Officer)
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/s/ Kevin Delaney
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Name: Kevin Delaney
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Senior Vice President, Finance and Controller (Principal Accounting Officer)
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/s/ Bradley J. Wechsler
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Name: Bradley J. Wechsler
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Chairman of the Board & Director
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/s/ Neil S. Braun
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Name: Neil S. Braun
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Director
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/s/ Eric A. Demirian
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Name: Eric A. Demirian
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Director
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/s/ Kevin Douglas
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Name: Kevin Douglas
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Director
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/s/ David W. Leebron
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Name: David W. Leebron
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Director
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/s/ Michael MacMillan
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Name: Michael MacMillan
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Director
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/s/ Dana Settle
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Name: Dana Settle
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Director
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/s/ Darren D. Throop
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Name: Darren D. Throop
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Director
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