Form 8-K

 

 

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

September 30, 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

Mississauga, Ontario, Canada L5K 1B1

(905) 403-6500

  

110 E. 59th Street, Suite 2100

New York, New York, USA 10022

(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 September 30, 2015, IMAX China Holding, Inc. (“IMAX China”), a Cayman Islands company, determined the price of HK$31.0 (US$4.0) per share for its offering of 62,000,000 shares (before the over-allotment option). This represents approximately 17.4% of the enlarged issued share capital of IMAX China. IMAX China is expected to receive net proceeds of approximately HK$450.8 million (US$58.2 million), after deducting commissions in connection with the offering, from the issuance of 17,825,000 new shares. IMAX Corporation, through a wholly owned subsidiary, is expected to receive net proceeds of HK$664.2 million (US$85.7 million) from the sale of 22,087,400 sale shares and up to HK$804.0 million (US$103.7 million) if the over-allotment option is exercised in full, after deducting commissions in connection with the offering. The offering is expected to close on or about October 8, 2015 (Hong Kong time), subject to satisfaction of customary closing conditions.

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
No.

   

Description

99.1    Press Release, dated September 30, 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:   September 30, 2015     By:           /s/ Richard L. Gelfond
      Name:           Richard L. Gelfond
      Title:           Chief Executive Officer