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
June 2, 2009
Date of report
(Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Canada
(State or Other Jurisdiction of Incorporation)
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0-24216
(Commission File Number)
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98-0140269
(I.R.S. Employer Identification Number) |
2525 Speakman Drive, Mississauga, Ontario, Canada, L5K 1B1
(Address of Principal Executive Offices) (Postal Code)
(905) 403-6500
(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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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On
June 2, 2009, IMAX Corporation (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners, LLC (the
“Underwriter”) for the sale of
9,800,000 of the Company’s common shares, no par value, for $7.15 per share, less the underwriting
commission. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter
an option to purchase up to an additional 1,470,000 common shares at the public offering price,
less the underwriting commission, within 30 days from the date of the Prospectus Supplement to
cover over-allotments, if any. The offering is being made pursuant to the Company’s effective
registration statement on Form S-3 (Registration Statement No.
333-157300)
previously filed with
the Securities and Exchange Commission.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference
to the actual Underwriting Agreement, which is filed as an exhibit hereto.
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| Item 7.01 |
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Regulation FD Disclosure. |
Attached as
Exhibit 1.2 to this Current Report on Form 8-K is a free writing prospectus, which
the Company filed with the Securities and Exchange Commission on
June 2, 2009 pursuant to Rule 433
of the Securities Act of 1933, as amended. The free writing prospectus is incorporated herein by
reference.
The information under Item 7.01 in this Current Report on Form 8-K, including the exhibits
hereto, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information under Item 7.01 in this Current Report on Form 8-K will not be
incorporated by reference into any registration statement or other document filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified therein as being
incorporated by reference. The furnishing of the information under Item 7.01 in this Current Report
is not intended to, and does not, constitute a determination by the Company that the information
under Item 7.01 in this Current Report on Form 8-K is complete or that investors should consider
this information before making an investment decision with respect to any security of the Company.
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| Item 9.01 |
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Financial Statements and Exhibits |
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| Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated June 2, 2009, between IMAX
Corporation and Roth Capital Partners, LLC. |
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1.2 |
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Free writing prospectus filed by IMAX Corporation on June 2, 2009. |
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