As filed with the Securities and Exchange Commission August 24, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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IMAX CORPORATION
(Exact name of registrant as specified in its charter)
Canada 98-0140269
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
(Address of principal executive offices)
IMAX CORPORATION STOCK OPTION PLAN
(Full title of the Plan)
----------
IMAX U.S.A. Inc.
110 E. 59th Street, Suite 2100
New York, NY 10022
(Name and address of agent for service)
(212) 821-0100
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be To Be Offering Price Per Aggregate Registration
Registered(1) Registered Share(2) Offering Price Fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares (no par value) 2,500,000 U.S.$26.6875 U.S.$66,718,750 U.S.$17,613.75
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of Common Shares stated above, such additional Common Shares to be offered or
issued to prevent dilution as a result of future stock dividends or stock
splits. No additional registration fee is included for these shares.
(2) Estimated pursuant to paragraph (c) of Rule 457 under the Securities Act, as
amended, solely for the purpose of calculating the registration fee, based upon
the average of the high and low prices for the Common Shares quoted on The
Nasdaq National Market on August 22, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The contents of the Registrant's Registration Statements on Form S-8 (File Nos.
333-5720 and 333-30970) are hereby incorporated by reference herein.
I-1
<PAGE>
Item 8. Exhibits.
The following documents are filed as part of this Registration Statement:
Exhibit
Number Description
--------------------------------------------------------------------------------
4.1 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)).
4.2 Imax Corporation Stock Option Plan, as amended June 7, 2000.
5 Opinion of McCarthy Tetrault, counsel to the Registrant, as to the
validity of the securities registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of McCarthy Tetrault.
24 Powers of Attorney (contained on the signature page of this
Registration Statement on Form S-8).
<PAGE>
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 New York, State of New York, on August 23, 2000.
IMAX CORPORATION
By: /s/ Bradley J. Wechsler
-----------------------------------
Name: Bradley J. Wechsler
Title: Co-Chairman of the Company,
Co-Chief Executive Officer
and Director
<PAGE>
POWERS 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 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Bradley J. Wechsler August 23, 2000
----------------------------
Bradley J. Wechsler Co-Chairman of the Company,
Co-Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Richard L. Gelfond August 23, 2000
----------------------------
Richard L. Gelfond Co-Chairman of the Company,
Co-Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Michael J. Biondi August 23, 2000
----------------------------
Michael J. Biondi Director
/s/ Kenneth G. Copland August 23, 2000
----------------------------
Kenneth G. Copland Director
/s/ J. Trevor Eyton August 23, 2000
----------------------------
J. Trevor Eyton Director
/s/ Garth M. Girvan August 23, 2000
----------------------------
Garth M. Girvan Director
/s/ G. Edmund King August 23, 2000
----------------------------
G. Edmund King Director
<PAGE>
/s/ Murray B. Koffler August 23, 2000
----------------------------
Murray B. Koffler Director
/s/ Sam Reisman August 23, 2000
----------------------------
Sam Reisman Director
/s/ Marc A. Utay August 23, 2000
----------------------------
Marc A. Utay Director
/s/ W. Townsend Ziebold August 23, 2000
----------------------------
W. Townsend Ziebold Director
/s/ John M. Davison August 23, 2000
----------------------------
John M. Davison Chief Operating Officer
and Chief Financial Officer
(Principal Financial Officer)
/s/ Mark J. Thornley August 23, 2000
----------------------------
Mark J. Thornley Vice President Finance
(Principal Accounting Officer)
<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act, this Registration Statement has been signed on behalf of the Registrant by
the undersigned, solely in their capacity as the duly authorized representatives
of Imax Corporation in the United States, in the City of New York, State of New
York, on August 23, 2000.
IMAX U.S.A. INC.
By: /s/ Bradley J. Wechsler
----------------------------------
Name: Bradley J. Wechsler
Title: President
By: /s/ John M. Davison
----------------------------------
Name: John M. Davison
Title: Vice President, Finance
<PAGE>
Exhibit Index
Exhibit Sequentially
Number Description Numbered Page
4.1 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)).
4.2 Imax Corporation Stock Option Plan , as amended
June 7, 2000.
5 Opinion of McCarthy Tetrault, counsel to the
Registrant, as to the validity of securities
registered hereby.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of McCarthy Tetrault.
24 Powers of Attorney (contained on the signature
page of this Registration Statement on Form S-8).
