UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
July 28, 2010
Date of report (Date of earliest event reported)
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Canada (State or Other Jurisdiction of Incorporation) |
0-24216 (Commission File Number) |
98-0140269 (I.R.S. Employer Identification Number) |
2525 Speakman Drive, Mississauga, Ontario, Canada, L5K 1B1
(Address of Principal Executive Offices) (Postal Code)
(Address of Principal Executive Offices) (Postal Code)
(905) 403-6500
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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):
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure
On July 28, 2010, IMAX Corporation (the “Company”) issued a press release announcing a special
meeting of shareholders, scheduled for September 28, 2010 in New York, NY, to elect two directors
to fill vacancies created by the recent increase in the number of directors from seven to nine. The
nominees for election are I. Martin Pompadur and Eric A. Demirian. A copy of the press release is
attached as Exhibit 99.1.
The information in this current report on Form 8-K, including the Exhibit attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||
| 99.1 | Press Release, dated July 28, 2010, furnished pursuant to Item 7.01. |
|||
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IMAX Corporation (Registrant) |
||||
| Date: July 28, 2010 | By: | /s/ Robert D. Lister | ||
| Name: | Robert D. Lister | |||
| General Counsel | ||||
| By: | /s/ G. Mary Ruby | |||
| Name: | G. Mary Ruby | |||
| Corporate Secretary | ||||
Page 3
Exhibit 99.1
IMAX CORPORATION
IMAX CORPORATION
Media Contact: Sarah Gormley
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
Media Contact: Sarah Gormley
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX TO EXPAND BOARD OF DIRECTORS
IMAX Calls Special Meeting to Elect New Directors
Toronto, Canada — July 28, 2010 — IMAX Corporation (NASDAQ: IMAX; TSX: IMX) today announced a
special meeting of shareholders, scheduled for September 28, 2010 in New York, NY, to elect two
directors to fill vacancies created by the recent increase in the number of directors from seven to
nine. The nominees for election are I. Martin Pompadur and Eric A. Demirian.
Currently, Mr. Pompadur is Chairman of Metan Development Group, which is based in Los Angeles and
Beijing. Prior to Metan, Mr. Pompadur worked for News Corp. for 10 years, in several positions
including Chairman of News Corp. Europe and President of News Corporation Eastern and Central
Europe. Mr. Pompadur serves on the board of Nexstar Broadcasting Group Inc.
Mr. Demirian has been President of Parklea Capital, Inc., since September 2003. Previously, he
served as Executive Vice President, Corporate Development and Member of the executive management
team at GT Group Telecom Inc. from January 2000 to February 2003. Prior to 2000, he held executive
positions at PricewaterhouseCoopers. Mr. Demirian serves on the boards of Enghouse Systems Ltd.
and Menu Foods Income Fund.
“We are very pleased to have Marty and Eric join the Board,” said Bradley J. Wechsler, Chairman of
the Board of IMAX Corporation. “With their extensive experience in media, technology and finance,
Marty and Eric bring valuable expertise and knowledge that will benefit IMAX as we continue to
execute on our operating strategy going forward.”
Richard L. Gelfond, IMAX’s CEO, added, “Marty and Eric are strong additions to our Board, with
proven track records growing and managing global companies. Marty and Eric are also strong
business operators and we look forward to working with them as we continue to grow our worldwide
theatre network and embark on future growth initiatives for the IMAX brand.”
Messrs. Demirian and Pompadur qualify as independent directors within the meaning of the
Marketplace Rules of the Nasdaq Stock Market, LLC and, if elected, will serve as Class II and III
directors, respectively.
About IMAX Corporation
IMAX Corporation is one of the world’s leading entertainment technology companies, specializing in immersive motion picture technologies. The worldwide IMAX network is among the most important and successful theatrical distribution platforms for major event Hollywood films around the globe, with IMAX® theatres delivering the world’s best cinematic presentations using proprietary IMAX, IMAX® 3D, and IMAX DMR® technology. IMAX DMR® is the Company’s groundbreaking digital re-mastering technology that allows it to digitally transform virtually any conventional motion picture into the unparalleled image and sound quality of The IMAX Experience®. The IMAX brand is recognized throughout the world for extraordinary and immersive entertainment experiences for consumers. As of March 31, 2010, there were 438 IMAX theatres (316 commercial, 122 institutional) operating in 47 countries.
IMAX Corporation is one of the world’s leading entertainment technology companies, specializing in immersive motion picture technologies. The worldwide IMAX network is among the most important and successful theatrical distribution platforms for major event Hollywood films around the globe, with IMAX® theatres delivering the world’s best cinematic presentations using proprietary IMAX, IMAX® 3D, and IMAX DMR® technology. IMAX DMR® is the Company’s groundbreaking digital re-mastering technology that allows it to digitally transform virtually any conventional motion picture into the unparalleled image and sound quality of The IMAX Experience®. The IMAX brand is recognized throughout the world for extraordinary and immersive entertainment experiences for consumers. As of March 31, 2010, there were 438 IMAX theatres (316 commercial, 122 institutional) operating in 47 countries.
IMAX®, IMAX® 3D, IMAX DMR®, An IMAX 3D Experience® and
The IMAX Experience® are trademarks of IMAX Corporation. More information about the
Company can be found at www.imax.com. You may also connect with IMAX on Facebook
(www.facebook.com/imax), Twitter (www.twitter.com/imax) and YouTube (www.youtube.com/imaxmovies).
This press release contains forward looking statements that are based on management’s assumptions
and existing information and involve certain risks and uncertainties which could cause actual
results to differ materially from future results expressed or implied by such forward looking
statements. Important factors that could affect these statements include ongoing discussions with
the SEC and OSC relating to their ongoing inquiries and the Company’s accounting, the performance
of films, the signing of theatre system agreements, the viability of new technologies, businesses
and products, the timing of theatre system deliveries, the mix of theatre systems shipped, the
timing of the recognition of revenues and expenses on film production and distribution agreements,
risks arising from potential material weaknesses in internal control over financial reporting and
fluctuations in foreign currency and in the large format, general commercial exhibition and
out-of-home entertainment markets. These factors and other risks and uncertainties are discussed in
the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Reports on Form
10-Q.
# # #
For additional information please contact:
Media: |
Investors: |
||||
IMAX Corporation, New York |
IMAX Corporation — New York |
||||
Sarah Gormley |
Heather Anthony |
||||
212-821-0155 |
212-821-0121 |
||||
sgormley@imax.com |
hanthony@imax.com | ||||
Entertainment Media: |
Business Media: |
||||
Principal Communications Group, Los Angeles |
Sloane & Company, New York |
||||
Melissa Zukerman/Paul Pflug |
Whit Clay |
||||
323-658-1555 |
212-446-1864 |
||||
melissa@pcommgroup.com |
wclay@sloanepr.com | ||||
paul@pcommgroup.com |
|||||