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
October 12, 2015
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Canada | 1-35066 | 98-0140269 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 2525 Speakman Drive | 110 E. 59th Street, Suite 2100 | |
| Mississauga, Ontario, Canada L5K 1B1 | New York, New York, USA 10022 | |
| (905) 403-6500 | (212) 821-0100 |
(Address of principal executive offices, zip code, telephone numbers)
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 7.01 Regulation FD Disclosure
On October 12, 2015, IMAX China Holding, Inc. (“IMAX China”), a Cayman Islands company, announced that the underwriters of its previously announced offering of 62,000,000 shares have exercised in full the underwriters’ option to purchase an additional 9,300,000 shares from the selling shareholders. IMAX Corporation, through a wholly owned subsidiary, is expected to receive total net proceeds of HK$804.0 million (US$103.7 million) since the overallotment option has been exercised in full, after deducting commissions and other expenses.
Trading of IMAX China shares commenced on the Main Board of the Hong Kong Stock Exchange Limited on October 8, 2015.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release, dated October 12, 2015 | |
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: | October 12, 2015 |
By: | /s/ Richard L. Gelfond | |||||
| Name: | Richard L. Gelfond | |||||||
| Title: | Chief Executive Officer | |||||||
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario, Canada L5K 1B1
Tel: (905) 403-6500 Fax: (905) 403-6450
www.imax.com
IMAX CHINA UNDERWRITERS EXERCISE OVERALLTOMENT OPTION IN IPO
NEW YORK – Oct. 12, 2015 – IMAX Corporation (NYSE:IMAX) today announced that the underwriters of the previously announced offering of 62,000,000 shares of IMAX China Holding, Inc. (“IMAX China”, stock code: 1970), a Cayman Islands company, have exercised in full the underwriters’ option to purchase an additional 9,300,000 shares from the selling shareholders. IMAX Corporation, through a wholly owned subsidiary, is expected to receive total net proceeds of HK$804.0 million (US$103.7 million) since the overallotment option has been exercised in full, after deducting commissions and other expenses.
Trading of IMAX China shares commenced on the Main Board of the Hong Kong Stock Exchange Limited on October 8, 2015.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
About IMAX China
IMAX China is a subsidiary of IMAX Corporation, and is incorporated under the laws of Cayman Islands. IMAX China was established by IMAX Corporation specifically to oversee the expansion of IMAX’s business throughout Greater China. IMAX China trades on the Hong Kong Stock Exchange under the stock code “HK1970.”
About IMAX Corporation
IMAX, an innovator in entertainment technology, combines proprietary software, architecture and equipment to create experiences that take you beyond the edge of your seat to a world you’ve never imagined. Top filmmakers and studios are utilizing IMAX theatres to connect with audiences in extraordinary ways, and, as such, IMAX’s network is among the most important and successful theatrical distribution platforms for major event films around the globe.
IMAX is headquartered in New York, Toronto and Los Angeles, with offices in London, Tokyo, Shanghai and Beijing. As of June 30, 2015, there were 977 IMAX theatres (853 commercial multiplexes, 20 commercial destinations and 104 institutions) in 65 countries.
IMAX®, IMAX® 3D, IMAX DMR®, Experience It In IMAX®, An IMAX 3D Experience®, The IMAX Experience®, IMAX Is Believing® and IMAX nXos® 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).
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This press release contains forward looking statements that are based on IMAX 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. These risks and uncertainties are discussed in IMAX’s most recent Annual Report on Form 10-K and most recent Quarterly Reports on Form 10-Q.
For additional information please contact:
| Business Media: | Investors: | |
| IMAX Corporation – New York | IMAX Corporation – New York | |
| Ann Sommerlath | Heather Anthony | |
| 212-821-0155 | 212-821-0121 | |
| asommerlath@imax.com | hanthony@imax.com | |
| Sloane & Company – New York | Entertainment Media: | |
| Whit Clay | Principal Communications Group – Los Angeles | |
| 212-446-1864 | Melissa Zuckerman/Paul Pflug | |
| wclay@sloanepr.com | 323-658-1555 | |
| melissa@pcommgroup.com | ||
| paul@pcommgroup.com | ||