================================================================================ UNITED STATES 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 DECEMBER 13, 2004 Date of report (Date of earliest event reported) IMAX CORPORATION (Exact Name of Registrant as Specified in Its Charter) CANADA 0-24216 98-0140269 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) 2525 SPEAKMAN DRIVE, MISSISSAUGA, ONTARIO, CANADA, L5K 1B1 (Address of Principal Executive Offices) (Postal Code) (905) 403-6500 (Registrant's Telephone Number, Including Area Code) N/A (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): [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 13, 2004, IMAX Corporation (the "Company") announced that it had entered into a Settlement Agreement (the "Agreement") amongst the Company, United Cinemas International Multiplex B.V., United Cinemas International (Japan) K.K. and United Cinemas International (U.K.) Ltd. The parties agreed to settle a previously-disclosed litigation with the former owners of United Cinemas International Multiplex B.V. ("UCI"), an operator of multiplex theatres based in the United Kingdom. Most of the assets of UCI, and related entities, were recently sold to private equity firm in the U.K. Pursuant to the Agreement, the Company will receive cash payments in both the fourth quarter of 2004 and the first quarter of 2005, in full and final settlement of all litigation claims. Copy of the press release dated December 13, 2004 is attached as Exhibit 99.1 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated December 13, 2004
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: December 13, 2004 By: "G. Mary Ruby" --------------------- -------------------------------- Name: G. Mary Ruby Title: Corporate Secretary
IMAX CORPORATION Exhibit 99.1 [IMAX LOGO] IMAX CORPORATION 2525 Speakman Drive Mississauga, Ontario, Canada L5K 1B1 Tel: (905) 403-6500 Fax: (905) 403-6450 www.imax.com IMAX SETTLES LITIGATION WITH FORMER OWNERS OF UCI Toronto, Canada, December 13, 2004 - IMAX Corporation (Nasdaq:IMAX; TSX:IMX) announced today that it had settled a previously-disclosed litigation with the former owners of United Cinemas International Multiplex B.V. (UCI), an operator of multiplex theatres based in the United Kingdom. The majority of UCI's theatrical exhibition operations, and related entities, were recently sold to a private equity firm in the U.K. The specific terms of the settlement were not disclosed other than that the Company will receive cash payments in the fourth quarter of 2004 and first quarter of 2005. "We are extremely pleased with this settlement agreement," said IMAX's Co-Chairmen and Co-Chief Executive Officers Richard L. Gelfond and Bradley J. Wechsler. "The cash that we will receive increases our financial flexibility and will help us to continue to execute on our strategic plan of growing the number of IMAX(R) theatres around the world and making IMAX venues the place to see Hollywood's biggest event films." Added Messrs. Gelfond and Wechsler, "Because of this settlement, the success of The Polar Express: An IMAX 3D Experience, and other factors, we now expect to exceed our previous earnings guidance of $0.23 of net income per share ($0.25 prior to refinancing costs) for 2004." ABOUT IMAX CORPORATION Founded in 1967, IMAX Corporation is one of the world's leading entertainment technology companies. IMAX's businesses include the creation and delivery of the world's best cinematic presentations using proprietary IMAX and IMAX 3D technology, and the development of the highest quality digital production and presentation. IMAX has developed revolutionary technology called IMAX DMR (Digital Re-mastering) that makes it possible for virtually any 35mm film to be transformed into the unparalleled image and sound quality of The IMAX Experience(R). The IMAX brand is recognized throughout the world for extraordinary and immersive family entertainment experiences. As of September 30, 2004, there were more than 235 IMAX theatres operating in 35 countries. .../2
Page 2 IMAX(R), IMAX DMR(R) and The IMAX Experience(R) are trademarks of IMAX Corporation. More information can be found at www.imax.com. This press release contains forward looking statements that are based on management 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 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, the performance of films, the viability of new businesses and products, and fluctuations in foreign currency and in the large format and general commercial exhibition market. These factors and other risks and uncertainties are discussed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2003 and in the subsequent reports filed by the Company with the Securities and Exchange Commission. ### For additional information please contact: MEDIA: ANALYSTS: IMAX Corporation, New York IMAX Corporation, New York Romi Schutzer Cheryl Cramer 212-821-0144 212-821-0121 rschutzer@imax.com ccramer@imax.com BUSINESS MEDIA: Sloane & Company, New York Whit Clay 212-446-1864 wclay@sloanepr.com