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 Registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization)		98-0140269 (I.R.S. Employer Identification Number)

2525 Speakman Drive
Mississauga, Ontario L5K 1B1
Canada
(905) 403-6500

(Address and telephone number of Registrant’s principal executive offices)

IMAX CORPORATION AMENDED & RESTATED STOCK OPTION PLAN

(Full title of the plans)

IMAX U.S.A. Inc.
110 E. 59th Street, Suite 2100
New York, NY 10022
(212) 821-0100

(Name, address and telephone number of agent for service)

Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-7171

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to Be

Amount to Be

Proposed Maximum

Proposed Maximum

Amount of

Registered

Registered

Offering Price Per Security

Aggregate Offering Price

Registration Fee

Common Shares of IMAX Corporation (no par value) (1)

5,444,180

U.S. $13.51 (2)

$

73,550,871.80

$

5,244.18

STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8

     This Registration Statement relates to the registration of additional Common Shares under the IMAX Corporation Stock Option Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8, Commission File No. 333-155262, filed by IMAX Corporation (“IMAX”) on November 10, 2008, with the Securities and Exchange Commission relating to the Plan is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

Explanatory Statement

     The Common Shares, covered by this Registration Statement may be offered and sold under the Plan to eligible directors, officers, key employees and consultants of IMAX. On June 18, 2008, IMAX’s shareholders approved amendments to the Plan that, among other things, provided that the maximum number of Common Shares which may be issued upon the exercise of options granted under the Plan is to be 20% of the issued and outstanding Common Shares.

     This Registration Statement covers the registration of an additional 5,444,180 Shares under the Plan, which may be issued from time to time.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.		Interests of Named Experts and Counsel.

     Not applicable.

Item 8.		Exhibits.

     See Exhibit Index.

SIGNATURES

     The Registrant. 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 March 11, 2010.

POWER OF ATTORNEY

     Each of the undersigned whose signatures appears below hereby constitutes and appoints Richard L. Gelfond and Robert D. Lister, 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 U.S. Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on March 11, 2010.

Signature		Title
/s/ Bradley J. Wechsler   Name: Bradley J. Wechsler		Chairman of the Board,
/s/ Richard L. Gelfond   Name: Richard L. Gelfond		Chief Executive Officer and Director (Principal Executive Officer)
/s/ Garth M. Girvan   Name: Garth M. Girvan		Director
/s/ David Leebron   Name: David Leebron		Director
/s/ Marc A. Utay   Name: Marc A. Utay		Director
/s/ Joseph Sparacio   Name: Joseph Sparacio		Chief Financial Officer (Principal Financial Officer)
/s/ Jeffrey Vance   Name: Jeffrey Vance		Controller (Principal Accounting Officer)

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 March 11, 2010.

EXHIBIT INDEX

Exhibit No.				Description of Document
	4.1			Articles of Amendment of IMAX Corporation (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 File No. 333-157300).
	4.2			By-Law No. 1 of IMAX Corporation enacted on June 3, 2004 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 2009 File No. 000-24216).
	4.3			Stock Option Plan of IMAX Corporation, dated June 18, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2008 File No. 000-24216).
	*5.1			Opinion of McCarthy Tétrault LLP, counsel to the Registrant, as to the validity and legality of the securities being registered.
	*23.1			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
	*23.2			Consent of McCarthy Tétrault LLP.
	*24			Powers of Attorney (included on signature page).

EXHIBIT 5.1

OPINION OF MCCARTHY TÉTRAULT LLP

McCarthy Tétrault LLP
Box 48, Suite 5300
Toronto Dominion Bank Tower
Toronto, ON, M5K 1E6
Canada

March 11, 2010

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Dear Sirs:

Re:     IMAX Corporation — Filing of Form S-8

We have acted as Canadian counsel to IMAX Corporation, a corporation incorporated under the laws of Canada (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to 5,444,180 shares of Common Stock, without par value, of the Company (the “Shares”), to be issued from time to time pursuant to the Company’s Amended and Restated Stock Option Plan (the “Plan”).

In so acting, we have examined originals or copies of the Registration Statement and the Plan, the Articles of Incorporation of the Company, and such other corporate documents and records of the Company as we have deemed relevant and necessary as a basis for this opinion.

For purposes of this opinion we have assumed the genuineness of all signatures on all documents and the completeness, and the conformity to original documents of all copies submitted to us and that all representations of fact (other than those opined on below) expressed in or implied by the documents are accurate. We are admitted to practice law only in the Province of Ontario, Canada and our opinion is limited to matters governed by the law of Ontario and the laws of Canada applicable therein.

On the basis of the foregoing, we are of the opinion that the Shares to be issued pursuant to the terms of the Plan will, upon issuance in accordance with the terms of the Plan, be validly issued, fully paid and non-assessable.

Very truly yours,

/s/ McCarthy Tétrault LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 11, 2010 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in IMAX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP

Toronto, Ontario
March 11, 2010

Exhibit 23.2

CONSENT OF MCCARTHY TÉTRAULT LLP

Re:     IMAX Corporation — Filing of Form S-8

The undersigned hereby consents to the filing of our opinion, addressed to the Division of Corporation Finance, Securities and Exchange Commission, as an exhibit to the Registration Statement of IMAX Corporation on Form S-8.

Date: March 11, 2010