As filed with the Securities and Exchange Commission on August 24, 1999
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 issuer as specified in its charter)
Canada 98-0140269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
Canada
(Address of Principal Executive Offices)
Share Option Agreement between Imax
Corporation and Douglas Trumbull
(Full title of the plan)
---------------------------
CT Corporation System
1633 Broadway
New York, N.Y. 10019
(Name and address of agent for service)
(212) 664-1666
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered Offering Price Maximum Registration
Per Share Aggregate Fee
Offering Price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares (no par value) 381,744 $0.215647 (1) $82,321.93 (2) $22.89
==============================================================================================================
</TABLE>
(1) The price is determined using an exchange rate of $1.4955 to one
Canadian dollar, the noon buying rate in New York City for cable
transfers payable in Canadian dollars as certified for customs purposes
by the Federal Reserve Bank of New York on August 23, 1999 (the
"Exchange Rate").
(2) Pursuant to Rule 457(h), the offering price of shares of Common Stock
is based on the per share option exercise price.
- --------------------------------------------------------------------------------
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1: Plan Information.*
Item 2: Registrant Information and Employee Plan Annual Information.*
- ------------------------------------
o 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 of 1933, as amended (the
"Securities Act"), and the "Note" to Part I of Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference.
The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Imax Corporation (the "Registrant")
are incorporated by reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and 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 Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1999; and
(c) The description of the Registrant's Common Shares contained in
the Registrant's 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 subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as
amended, prior to the filing of a post-effective amendment 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 herein and to
be a part hereof from the date of filing or furnishing of such documents.
Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein 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 statement so modified or superseded shall not be
deemed, except as so modified or superceded, to constitute part of this
Registration Statement.
<PAGE>
4
Item 4: Description of Securities.
Not applicable.
Item 5: Interests of Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 124 of the Canada Business Corporations Act ("CBCA") and
Section 7 of the Registrant's General By-Law No. 1 provide for the
indemnification of directors and officers of the Registrant. Under these
provisions, the Registrant shall indemnify a director or officer of the
Registrant (or a former director or officer) against all costs, charges and
expenses, including amounts paid to settle an action or satisfy a judgment,
reasonably incurred by such director or officer in respect of any civil,
criminal or administrative action or proceeding (other than in respect of an
action by or on behalf of the Registrant to procure a judgment in its favor) to
which such director or officer (or a former director or officer) is made a party
by reason of his position with the Registrant, if he or she fulfils the
following two conditions: (a) he or she acted honestly and in good faith with a
view to the best interests of the Registrant and (b) in the case of a criminal
or administrative action or proceeding that is enforced by a monetary penalty,
he or she had reasonable grounds for believing that his or her conduct was
lawful. In respect of an action by or on behalf of the Registrant to procure a
judgment in its favor, the Registrant with the approval of a court may indemnify
a director or officer of the Registrant (or a former director or officer)
against all costs, charges and expenses reasonably incurred by him or her in
connection with such action if he or she fulfils the conditions set out in the
clauses (a) and (b) of the previous sentence. Notwithstanding the foregoing, a
director or officer of the Registrant (or a former director or officer) is
entitled to indemnification from the Registrant in respect of all costs, charges
and expenses incurred by him or her in connection with the defense of any civil
criminal or administrative action or proceeding to which he or she is made a
party by reason of his or her position with the Registrant if he or she was
substantially successful on the merits in his or her defense of the action or
proceeding and he or she fulfills the conditions in clauses (a) and (b) of the
second sentence in this paragraph.
Section 7.4 of the Registrant's By-Law No. 1 also provides that so long
as the directors and officers act honestly and in good faith, to the extent
permitted by law, the Registrant will indemnify the directors and officers from
any liability incurred for: (i) acts or neglects of other directors and
officers; (ii) loss, damage, or expense due to insufficiency or deficiency of
title of property acquired by the Registrant, due to investment of the
Registrant's assets in insufficient or deficient securities, due to acts of
those holding the Registrant's assets, or from any other dealings with any
assets belonging to the Registrant; or (iii) any other loss, damage, or
misfortune which may happen in the execution of the officers' or directors'
respective duties.
<PAGE>
5
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. $100,000 for each claim other than U.S. securities law claims and U.S.
$500,000 in respect of U.S. securities law claims.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Share Option Agreement between Imax Corporation and
Douglas Trumbull, dated March 1, 1994.
4.2 Agreement between Imax Corporation and Douglas
Trumbull, dated August 19, 1999.
4.3 Articles of Incorporation of Imax Corporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form F-1 (File
No. 33-77536)).
5 Opinion of McCarthy Tetrault, counsel to the
Registrant, as to the validity of the securities
registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP, independent
certified accountants of the Registrant.
23.2 Consent of McCarthy Tetrault, counsel to the
Registrant.
24 Powers of Attorney (contained on the signature pages
of this Registration Statement).
Item 9: Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement 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;
(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
<PAGE>
6
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 Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
<PAGE>
7
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Toronto, Province of Ontario, Country of Canada, on
this __ day of August, 1999.
IMAX CORPORATION
By: /s/ Bradley J. Wechsler
-------------------------------------
Name: Bradley J. Wechsler
Title: Co-Chairman and
Co-Chief Executive Officer
/s/ Bradley J. Wechsler /s/ Richard L. Gelfond
- ---------------------------------- -------------------------------------
Bradley J. Wechsler, authorized Richard L. Gelfond, authorized
representative of Imax Corporation representative of Imax Corporation
in the United States in the United States
<PAGE>
8
POWER OF ATTORNEY
Each of the undersigned whose signatures appears below hereby
constitutes and appoints Bradley J. Wechsler and Richard L. Gelfond, either of
whom may act individually, as his or her lawful attorneys-in-fact and agents,
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, granting unto said 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 in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Bradley J. Wechsler Co-Chairman and Co-Chief August 19, 1999
- ----------------------- Executive Officer
Bradley J. Wechsler
/s/ Richard L. Gelfond Co-Chairman and Co-Chief August 19, 1999
- ----------------------- Executive Officer
Richard L. Gelfond
/s/ Michael J. Biondi Director and Non-Executive August 19, 1999
- ----------------------- Chairman of the Board
Michael J. Biondi
/s/ Kenneth G. Copland Director August 19, 1999
- -----------------------
Kenneth G. Copland
/s/ J. Trevor Eyton Director August 19, 1999
- -----------------------
J. Trevor Eyton
/s/ Garth Girvan Director August 19, 1999
- -----------------------
Garth Girvan
/s/ G. Edmund King Director August 19, 1999
- -----------------------
G. Edmund King
/s/ Murray B. Koffler Director August 19, 1999
- -----------------------
Murray B. Koffler
/s/ Sam Reisman Director August 19, 1999
- -----------------------
Sam Reisman
/s/ Marc A. Utay Director August 19, 1999
- -----------------------
Marc A. Utay
<PAGE>
9
/s/ W. Townsend Ziebold Director August 19, 1999
- -----------------------
W. Townsend Ziebold
/s/ John M. Davison Chief Operating Officer and August 19, 1999
- ----------------------- Chief Financial Officer
John M. Davison
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document Page No.
- ----------- ----------------------- --------
4.1 Share Option Agreement between Imax Corporation
and Douglas Trumbull, dated March 1, 1994.
4.2 Agreement between Imax Corporation and Douglas
Trumbull, dated August 19, 1999.
4.3 Articles of Incorporation of Imax Corporation.
(Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form F-1
(File No. 33-77536)).
5 Opinion of McCarthy Tetrault, counsel to the
Registrant, as to the validity of the securities
registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP,
independent certified accountants of the Registrant.
23.2 Consent of McCarthy Tetrault, counsel to the
Registrant.
24 Powers of Attorney (contained on the signature
pages of this Registration Statement).
SHARE OPTION AGREEMENT dated as of the 1st day of March, 1994;
B E T W E E N:
WGIM ACQUISITION CORPORATION, a
corporation incorporated under the laws of
Canada
(hereinafter called the "Corporation")
- and -
DOUGLAS TRUMBULL, of the Town of
Lenox in the Commonwealth of Massachusetts
(hereinafter called the "Optionee").
WHEREAS the Optionee and the Corporation have agreed that the
Optionee shall be granted an option to purchase common shares of the Corporation
on the terms and conditions set forth in this agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and the mutual covenants and agreements hereinafter contained
the parties hereto agree as follows:
1. Share Option
(a) The Corporation hereby grants to the Optionee an irrevocable option
(the "Option") to purchase, in accordance with the exercise rights outlined in
Subsection 1(c) hereof, and subject to adjustment as provided herein, all or any
part of 207,186 Common Shares ("Common Shares" means the fully paid and
non-assessable common shares in the capital of the Corporation on the date
hereof and as the same shall be constituted at any time or times hereafter, such
Common Shares being hereinafter referred to as the "Optioned Shares") in the
capital of the Corporation at a price of Cdn. $1.29 per share (the "Exercise
Price"). The number of Common Shares subject to the Option and the exercise
price therefor have been calculated in accordance with Appendix B to Exhibit 12
to the agreement as of December 3, 1993 among the Corporation, Gelfco Inc. and
The Trumbull Company, Inc.
(b) Subject to Subsections 1(c), 1(d), 2(a) and 2(b) hereof, the Option
may be exercised during the eight and one-half year period commencing on the
date hereof and ending on the date which is eight and one-half years after the
date hereof, or the immediately following business day if such date is not a
business day in the city where the chief executive office of the Corporation is
located on that day (such date being hereinafter referred to as the "Expiration
Date") for any number of Optioned Shares up to the maximum number specified in
Section 1(a) above. At the close of
<PAGE>
2
business in the city where the chief executive office of the Corporation is
located on that day on the Expiration Date, the Option shall expire and be of no
further force whatsoever as to such of the Optioned Shares in respect of which
the Option has not been fully exercised, and, thereafter, the Option may not be
exercised.
(c) Subject to Subsection 1(d), 2(a) and 2(b) hereof the Option shall
only be exercisable by the Optionee in the following manner:
(i) if the employment agreement between the Optionee and Ridefilm
Theaters Corporation, a Delaware corporation and a wholly
owned subsidiary of the Corporation, dated the date hereof
(the "Trumbull Employment Agreement") has not been terminated
pursuant to either of paragraphs 1(a)(i) or 1(a)(ii) thereof
prior to the first anniversary of the date hereof, then the
Option may be exercised as to 38,847 of the Optioned Shares in
whole at any time or in part from time to time on or after
such first anniversary;
(ii) if the Trumbull Employment Agreement is terminated pursuant to
either of paragraphs 1(a)(i) or 1(a)(ii) thereof prior to the
first anniversary of the date hereof, but prior to such first
anniversary the Optionee has not resigned as Chairman and
Chief Executive Officer of The Ridefilm Theaters Corporation
or the Optionee has been willing to remain in such positions
but has been asked to resign therefrom, then the Option may be
exercised as to 12,949 Optioned Shares in whole at any time or
in part from time to time on or after such first anniversary;
(iii) if the Trumbull Employment Agreement has not been terminated
pursuant to either of paragraphs 1(a)(i) or 1(a)(ii) thereof
prior to the second anniversary of the date hereof, then the
Option may be exercised as to an additional 38,847 of the
Optioned Shares in whole at any time or in part from time to
time on or after such second anniversary;
(iv) if the Trumbull Employment Agreement is terminated pursuant to
either of paragraphs 1(a)(i) or 1(a)(ii) thereof prior to the
second anniversary of the date hereof, but prior to such
second anniversary the Optionee has not resigned as Chairman
and Chief Executive Officer of The Ridefilm Theaters
Corporation or the Optionee has been willing to remain in such
positions but has been asked to resign therefrom, then the
Option may be exercised as to an additional 12,949 Optioned
Shares in whole at any time or in part from time to time on or
after such second anniversary;
(v) if the Trumbull Employment Agreement has not been terminated
pursuant to either of paragraphs 1(a)(i) or 1(a)(ii) thereof
prior to the third anniversary of the date
<PAGE>
3
hereof, then the Option may be exercised as to the balance of
the Optioned Shares in whole at any time or in part from time
to time on or after such third anniversary; and
(vi) if the Trumbull Employment Agreement is terminated pursuant to
either of paragraphs 1(a)(i) or 1(a)(ii) thereof prior to the
third anniversary of the date hereof, but prior to such third
anniversary the Optionee has not resigned as Chairman and
Chief Executive Officer of The Ridefilm Theaters Corporation
or the Optionee has been willing to remain in such positions
but has been asked to resign therefrom, then the Option may be
exercised as to an additional 12,949 Optioned Shares in whole
at any time or in part from time to time on or after such
third anniversary.
Options for any Optioned Shares which have not become exercisable as provided
above in this paragraph 1(c) on or prior to the third anniversary of the date
hereof shall expire and be of no further force whatsoever as to such of the
Optioned Shares in respect of which the Option has not become exercisable.
(d) Notwithstanding any other provisions contained in this agreement,
the Option may be exercised as to all of the Optioned Shares in whole at any
time or in part from time to time on or after the date upon which either (i) the
Corporation issues Common Shares or (ii) the Corporation consolidates,
amalgamates or merges with or into any other corporation or other entity, and as
a result of either of such events at least 51% of the Common Shares of the
Corporation outstanding immediately after such event are held by or for the
benefit of any person or group of persons acting in concert who, immediately
prior to such event, held less than 5% of the total number of Common Shares
outstanding of the Corporation, calculated on a fully diluted basis.
2. Death of Optionee
(a) In the event of the death of the Optionee on or prior to the
Expiration Date and at a time when the Optionee has not fully exercised the
Option, the Option shall be exercisable, to the same extent that the Option was
exercisable at the date of the death of the Optionee, by the Optionee's
executors or legal personal representatives at any time up to and including a
date six months following the date of death of the Optionee or the Expiration
Date, whichever is earlier. In the event the Option is not exercised within the
foregoing time period, the Option shall expire.
(b) Except as provided in paragraph (a) above, the Option shall not be
transferable or assignable and is exercisable only by the Optionee.
3. Share Capital Adjustments
(a) If at any time after the date hereof the Class D Conversion Rate
(the "Class D Conversion Rate"), as such term is defined in the Articles of
Incorporation of the Corporation as the same are in effect on the date hereof,
is adjusted pursuant to paragraph 6.I.(h)(v) of such Articles,
<PAGE>
4
then the number of Optioned Shares shall be adjusted by multiplying the number
of Optioned Shares in effect on the date of such adjustment to the Class D
Conversion Rate by a fraction: (A) the numerator of which will be the Class D
Conversion Rate in effect immediately after giving effect to the adjustment
thereto, and (B) the denominator of which will be the Class D Conversion Rate in
effect immediately before giving effect to the adjustment thereto.
(b) If at any time after the date hereof there is a reclassification or
redesignation of the Common Shares at any time outstanding or a change of the
Common Shares into other shares or into other securities or other capital
reorganization (other than a capital reorganization which results in an
adjustment to the Class D Conversion Rate), or a consolidation, amalgamation or
merger of the Corporation with or into any other Corporation or other entity
(other than a consolidation, amalgamation or merger which does not result in any
reclassification of the outstanding Common Shares or a change of the Common
Shares into other shares), or a transfer of the undertaking or assets of the
Corporation as an entirety or substantially as an entirety to another
corporation or entity (any of such events being called a "Capital
Reorganization"), the Optionee shall be entitled upon the future exercise of the
Option to receive, and will accept, upon the exercise of the Option at any time
thereafter in lieu of the number of Optioned Shares to which the Optionee was
previously entitled, the aggregate number of shares, other securities or other
property which the Optionee would have been entitled to receive as a result of
such Capital Reorganization if, on the record date thereof, the Optionee had
been the registered holder of the number of Common Shares which the Optionee was
entitled to receive upon the exercise of the Option to the extent that the
Optionee had exercised the Option prior to the Capital Reorganization. The
Corporation will take all steps necessary to ensure that, on the exercise of the
Option after a Capital Reorganization, the Optionee will receive the aggregate
number of shares, other securities or other property to which he is entitled as
a result of the Capital Reorganization. If determined appropriate by the
directors of the Corporation, appropriate adjustments will be made as a result
of any such Capital Reorganization to the provisions of this paragraph 3(b) such
that such provisions will thereafter correspond as nearly as is reasonably
possible in relation to any shares, other securities or other property
thereafter deliverable upon the exercise of the option. Any such adjustment will
be made by a resolution of the directors of the Corporation and set forth in a
notice sent to the Optionee.
(c) The following rules shall apply regarding the adjustment to the
number of Optioned Shares:
(i) any adjustments made as a result of the provisions of this
paragraph 3 are cumulative and will be computed to the nearest
whole Optioned Share;
(ii) if any question arises at any time with respect to the number
of Optioned Shares or any adjustment to such number or the
amount of any cash payment made in lieu of issuing a
fractional share, such question shall be conclusively
determined by the auditors of the Corporation or, if they are
unwilling or unable to act, by such other firm of independent
internationally recognized chartered accountants as may be
<PAGE>
5
selected by the directors and such determination shall be
binding upon the Corporation and the Optionee. If any such
determination is made, the Corporation shall deliver a notice
to the Optionee setting forth the determination made; and
(iii) if a fraction of a Common Share would otherwise be issuable
upon any exercise of the Option, the Corporation shall not
issue such fractional share but shall pay to the Optionee an
amount equal to the then current fair market value of such
fractional share as such fair market value may be determined
by the directors of the Corporation.
(d) As long as the Option has not been exercised in full and is
exercisable, the Corporation shall reserve, out of its unissued Common Shares, a
sufficient number of common Shares to enable the Option to be exercised into all
of the Optioned Shares in respect of which the Option may be exercised. Nothing
set forth in this paragraph 3(d) or otherwise in this agreement shall affect or
restrict the right of the Corporation to issue Common Shares from time to time.
4. Rights of Optionee Before Exercise of Option
The Optionee shall not have any rights whatsoever as a
shareholder in respect of the Optioned Shares covered by the Option until the
Option is exercised, in whole or in part, and payment for the Optioned Shares
thereby purchased has been made.
5. Exercise of Option
(a) The Option may be exercised from time to time by delivery to the
Corporation at its registered office of a written notice of exercise specifying
the number of Optioned Shares with respect to which the Option is being
exercised and accompanied by payment in full of the purchase price for the
Optioned Shares then being purchased. All Optioned Shares subscribed for
hereunder shall be paid for in full in cash at the time of purchase and when
issued and delivered to or at the direction of the Optionee shall be issued as
fully paid and non-assessable Common Shares.
(b) As soon as practicable following the receipt of a written notice of
exercise and payment in full of the purchase price for the Optioned Shares then
being purchased, the Corporation shall cause to be delivered to the Optionee a
certificate for the shares so purchased and shall cause to be recorded in the
appropriate registers of shareholders of the Corporation the Optionee as a
holder of the number of Optioned Shares so issued.
6. Restrictions on Exercise and Transfer
(a) The exercise of the Option granted hereunder shall be subject to
the condition that if at any time the Corporation shall determine in its sole
discretion that it is necessary or desirable to comply with any legal
requirements or the requirements of any stock exchange or other regulatory
<PAGE>
6
authority or to obtain any approval or consent from any such stock exchange or
other regulatory authority as a condition of, or in connection with, such
exercise or the issue of Common Shares as a result thereof, then in any such
event such exercise shall not be effective unless such compliance shall have
been effected or such approval or consent obtained on conditions satisfactory to
the Corporation. The Optionee further acknowledges that Common Shares obtained
pursuant to the exercise of the Option granted hereunder may be subject to hold
period requirements imposed by applicable securities legislation.
(b) The Options may not be transferred. Neither Common Shares issued
upon the exercise of Options nor any of the preferred shares referred to in
Section 7, below, which may be issued pursuant to such Section, may be
transferred, sold, assigned, pledged or otherwise hypothecated, or otherwise
disposed of (each, a "Transfer") by the Optionee prior to the second anniversary
of the date hereof, other than transfers for tax and estate planning purposes,
or pursuant to laws of descent and distribution.
7. Put Right
The Optionee may, at any date after the date hereof and on or
prior to the date which is eight and one-half years after the date hereof, or if
such date is not a business day, then the next business day, upon notice in
writing to the Corporation exchange all Options which may be exercised on such
date of exchange for preferred shares of the Corporation which shall have
rights, privileges, restrictions and conditions identical to those of the Class
D Shares of the Corporation, except that such preferred shares shall have no
right to be converted into Common Shares of the Corporation. The number of such
preferred shares for which the Options may be exchanged shall be calculated at
the date of notice of exchange on the basis that if all of the Options were then
exercisable, they would be exchanged into such number of preferred shares as
would have a liquidation preference equal to the aggregate of Cdn.$4,000,000
plus, if Options for all of the Optioned Shares are exchanged, an amount equal
to 7% per annum for the period from the date hereof to the date of the notice of
exchange, and if less than all of the Options are exercisable at the date of
exchange, a proportionately smaller number of preferred shares would be issued
to the Optionee upon such exchange. Notwithstanding the foregoing, the Optionee
shall have no right to exchange any of the Options on or after the date upon
which the Class D Shares of the Corporation become mandatorily convertible into
Common Shares in accordance with the terms of the Class D Shares.
8. Intentionally Deleted
9. Withholding
Upon the exercise of the Option, the Optionee shall make
arrangements satisfactory to the Corporation regarding payment of any taxes of
any kind required by law to be withheld with respect to the exercise of the
Option. In addition, the Corporation shall, to the extent permitted by
<PAGE>
7
law, have the right to deduct from any payment of any kind due to the Optionee
any taxes of any kind required by law to be withheld with respect to the
exercise of the Option.
10. Successors
This Agreement and the Option shall be binding upon the
Corporation and its successors, including upon the corporation continuing
following the amalgamation of the Corporation and Imax Corporation on the date
hereof.
IN WITNESS WHEREOF the parties have executed this Agreement as
of the day and year first above written.
WGIM ACQUISITION CORPORATION
Per:
--------------------------
Per:
--------------------------
- ----------------------------- --------------------------
Witness Douglas Trumbull
AGREEMENT
This Agreement is made this 19th day of August, 1999 between Douglas Trumbull
("Trumbull") and Imax Corporation ("Imax"), (collectively the "Parties").
WHEREAS Imax and Trumbull entered into a Share Option Agreement dated March 1,
1994 (the "Trumbull Agreement");
AND WHEREAS the shares of common stock issuable upon the exercise of option
under the Trumbull Agreement (the "Shares") have never been registered with the
Securities and Exchange Commission (the "SEC");
AND WHEREAS Trumbull and Imax have agreed in consideration of the preparation by
Imax of a Form S-8 Registration Statement and Prospectus, and filing thereof
with the SEC, Trumbull agrees, on the terms and conditions herein to limit the
sale of the Shares as set out herein:
For good and valuable consideration the receipt and sufficiency which is hereby
acknowledged, including the preparation by Imax of a Form S-8 Registration
Statement and Prospectus, attached hereto as Exhibits "A" and "B", Imax and
Trumbull hereby agree as follows:
1. Upon execution of this Agreement and its delivery to Imax,
Imax shall proceed to file the Form S-8 Registration Statement
and Prospectus covering the Shares;
2. Trumbull agrees that, he shall not dispose of more than 75,000
Shares in any calendar quarter commencing on the date upon
which Imax receives confirmation of the registration of the
Prospectus and Form S-8; and
3. Trumbull will provide Imax with written confirmation of the
number of Shares sold in each quarter which shall be delivered
to Imax within 30 days of the end of each quarter.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement, this
19th day of August, 1999.
/s/ Douglas Trumbull
- ----------------------------- -----------------------------------------
Witness Douglas Trumbull
Name:
IMAX CORPORATION
By: /s/ G. Mary Ruby
-------------------------------------
Name: G. Mary Ruby
Vice President
Legal Affairs
By: /s/ John M. Davison
-------------------------------------
Name: John M. Davison
Chief Operating Officer
[McCARTHY TETRAULT LETTERHEAD]
August 19, 1999
Imax Corporation
2525 Speakman Drive
Mississauga, Ontario
L5K 1B1
Dear Sirs:
Re: Imax Corporation ("Imax")- Additional
Shares Issuable under Share Option Agreement
(The "Agreement") with Douglas Trumbull
------------------------------------------------------
We have acted as counsel for Imax in connection with the
possible issuance of up to 381,744 common shares (the "Shares") which may be
issued by Imax pursuant to the exercise of an option (the "Option") granted
under the Agreement.
Our opinion expressed herein is limited to matters governed by
the laws of the Province of Ontario and the laws of Canada applicable therein.
We are of the opinion that the Shares to be issued pursuant to
the exercise of the Option have been duly authorized and upon receipt by Imax of
the exercise price per share in full payment of the issue price of each Share
issuable upon the exercise of the Option, the Shares will have been validly
issued as fully paid and non-assessable shares of Imax.
This opinion is solely for your benefit and is not to be
relied upon for any purpose other than the offering of the Shares or by any
other person.
Yours very truly,
/s/ McCarthy Tetrault
Exhibit 23.1
CONSENT OF CHARTERED ACCOUNTANTS
--------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 9, 1999 relating to the financial
statements, which appear in Imax Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Toronto, Ontario, Canada Chartered Accountants
August 19, 1999
[McCARTHY TETRAULT LETTERHEAD]
August 19, 1999
Imax Corporation
2525 Speakman Drive
Mississauga, Ontario
L5K 1B1
Dear Sirs:
Re: Imax Corporation
We refer to the prospectus in connection with the Share Option
Agreement between Imax Corporation and Douglas Trumbull (the "Prospectus"). We
hereby consent to the use of our name in the Prospectus, to the inclusion of the
reference to the opinion of this firm and to the use of our opinion.
Yours Truly,
/s/ McCarthy Tetrault
