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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/03/09 Imax Corp 425 6/02/09 3:184K Imax Corp RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 425 Business-Combination Transaction Communication HTML 16K 2: EX-1.1 Underwriting Agreement HTML 132K 3: EX-1.2 Underwriting Agreement HTML 22K
EX-1.2 |
Issuer:
|
IMAX Corporation (the “Company”) | |
Symbol:
|
IMAX (NasdaqGM); IMX (Toronto Stock Exchange) | |
Security:
|
Common shares, no par value | |
Size:
|
9,800,000 common shares | |
Over-allotment option:
|
1,470,000 additional common shares | |
Public offering price:
|
$7.15 per share | |
Underwriting commissions:
|
$0.3575 per share | |
Net proceeds:
|
$65,166,500 ($75,151,475 if the underwriter exercises its over-allotment option in full) (in each case, after deducting the underwriter’s commissions and estimated offering expenses payable by the Company) | |
Trade date:
|
June 2, 2009 | |
Settlement date:
|
June 5, 2009 | |
Underwriter:
|
Roth Capital Partners, LLC |
• | on an actual basis; and | ||
• | on an as adjusted basis to reflect our sale of 9,800,000 common shares in this offering, based on the public offering price of $7.15 per share, and after deducting underwriting commissions and estimated offering expenses paid by us, assuming the underwriter does not exercise its over-allotment option. |
March 31, 2009 | ||||||||
Actual | As Adjusted | |||||||
Dollars in Thousands | ||||||||
Cash and cash equivalents |
$ | 18,721 | $ | 83,888 | ||||
Indebtedness: |
||||||||
Bank indebtedness |
20,000 | 20,000 | ||||||
9.625% Senior Notes due 2010 |
160,000 | 160,000 | (1) | |||||
Total Indebtedness |
180,000 | 180,000 | ||||||
Shareholders’ deficiency: |
||||||||
Common shares, no par value, unlimited number authorized
43,730,631 shares issued and outstanding, historical 53,530,631 shares issued and outstanding, as adjusted |
142,430 | 208,597 | (2) | |||||
Other equity |
5,728 | 5,728 | ||||||
Deficit |
(249,651 | ) | (250,651 | )(2) | ||||
Accumulated other comprehensive income |
2,974 | 2,974 | ||||||
Total Shareholders’ deficiency |
(98,519 | ) | (33,352 | ) | ||||
Total Capitalization |
$ | 81,481 | $ | 146,648 | ||||
(1) | The Company intends to use the net proceeds from the sale of the common shares offered hereby for the repayment of debt, including a portion of the Company’s 9.625% Senior Notes due 2010, and for general corporate purposes. See “Use of Proceeds” in the Preliminary Prospectus Supplement. | |
(2) | Reflects $1,000,000 of offering expenses to be charged to the Company’s income statement for the three months ended June 30, 2009. |
2
Public offering price per common share |
$ | 7.15 | ||
Net tangible book deficit per common share as of March 31, 2009 |
$ | 3.5535 | ||
Increase per
common share attributable to the offering |
$ | 1.8679 | ||
As adjusted net tangible book deficit per share after the offering |
$ | 1.6855 | ||
Dilution per
common share to new investors purchasing common shares in the offering |
$ | 8.8355 |
3
This ‘425’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/09 | 10-Q, 11-K, 4 | |||
6/5/09 | 8-K | |||
Filed as of: | 6/3/09 | 8-K, DEF 14A | ||
Filed on: | 6/2/09 | 8-K, FWP | ||
6/1/09 | 424B2, FWP | |||
3/31/09 | 10-Q | |||
List all Filings |