IMAX IMAX Corporation

As filed with the Securities and Exchange Commission on October 6, 2023

Registration No. 333-________   

UNITED STATES

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)

(Address and telephone number of Registrant’s principal executive offices)

IMAX CORPORATION

SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

(Full title of the plan)

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 4000

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.

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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by IMAX Corporation (the “Company”) for the purpose of registering additional common shares, no par value (the “Common Shares”) under the IMAX Corporation Second Amended and Restated Long-Term Incentive Plan (the “Plan”).

This Registration Statement registers the offer and sale of 2,900,000 additional Common Shares that are available for issuance under the Plan (the “Additional Shares”), as approved by the Board of Directors of the Company (the “Board”) on April 4, 2023 and the Company’s shareholders on June 8, 2023.

Of the 20,600,000 Common Shares currently authorized by the Plan, including the Additional Shares, the offer and sale of which is being registered hereby, the Company has previously registered the offer and sale of: (i) 4,500,000 Common Shares pursuant to the Company’s Registration Statement on Form S-8 filed on June 12, 2013 (Commission File No. 333-189274), (ii) 6,000,000 Common Shares pursuant to the Company’s Registration Statement on Form S-8 filed on June 7, 2016 (Commission File No. 333-211888), and (iii) 7,200,000 Common Shares pursuant to the Company’s Registration Statement on Form S-8 filed on June 4, 2020 (Commission File No. 333-238934) (collectively, the “Original Registration Statements”).

Pursuant to General Instructions E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein by reference, are incorporated herein by reference and made part of this Registration Statement. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-35066), filed with the Commission on February 22, 2023 (the “2022 Annual Report”);

(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 2022 Annual Report; and

(c) the description of the Common Shares contained in Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 19, 2020, including any amendment or report filed for the purposes of updating such description.

In addition, all documents filed by the Company 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.

The Company’s Second Amended and Restated By-Law No. 1 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, 2022 with respect to this indemnity.

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. $2,500,000 in respect of securities law claims and U.S. $500,000 in respect of all other claims.

The following exhibits are filed as part of this Registration Statement.

(a) The undersigned registrant hereby undertakes:

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 October 6, 2023.

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 capacities, 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 documents 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 October 6, 2023.

Exhibit 5.1

Opinion of McCarthy Tétrault LLP

October 6, 2023

IMAX Corporation

902 Broadway, Floor 20

New York, New York, USA 10010

Dear Sirs/Mesdames:

We have acted as Canadian counsel to IMAX Corporation (the “Company”), a corporation incorporated under the laws of Canada, in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to 2,900,000 additional common shares of the Company (the “Shares”) to be issued from time to time pursuant to the Company’s Second Amended and Restated Long-Term Incentive Plan dated June 3, 2020, as amended by Amendment No. 1 dated June 8, 2023 (the “Plan”).

In so acting, we have examined copies of the Registration Statement and the Plan. We have also examined copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.

We have assumed:

Based and relying upon the foregoing, and subject to the qualification hereinafter expressed, we are of the opinion that, on the date hereof, the Shares to be issued pursuant to the terms of the Plan will, upon issuance in accordance with the terms of the Plan, be validly issued, fully paid and non-assessable.

This opinion is limited to the laws of the Province of Ontario and the laws of Canada applicable therein.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this 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 Commission thereunder.

This opinion is rendered to you, IMAX Corporation, in connection with the above matter. This opinion may not be relied upon by any other person or used for any other purpose without our prior written consent.

Yours truly, 

/s/ McCarthy Tétrault LLP

Exhibit 23.1

Consent of PricewaterhouseCoopers LLP

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of IMAX Corporation of our report dated February 22, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in IMAX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Canada

October 6, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

IMAX Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities