Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
In June 2020, the Company’s Board of Directors approved a 12-month extension to its share repurchase program, through June 30, 2021. The extension authorized the Company to repurchase up to approximately $89.4 million worth of common shares, the remaining amount available of the original $200.0 million initially authorized under the share-repurchase program when it commenced on July 1, 2017. During the second quarter of 2021, the Company’s Board of Directors approved a further 12-month extension of the current share repurchase program through June 30, 2022. The repurchases may be made either in the open market or through private transactions, subject to market conditions, applicable legal requirements and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time.
The Company did not repurchase any common shares during the three months ended June 30, 2021. As of June 30, 2021, the Company has $89.4 million available under its approved repurchase program.
In 2021, IMAX China announced that its shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase of shares of IMAX China not to exceed 10% of the total number of issued shares as of May 6, 2021 (34,835,824 shares). This program will be valid until the 2022 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any time. IMAX China did not repurchase any common shares during the three months ended June 30, 2021.
The total number of shares purchased during the six months ended June 30, 2021, under both the Company and IMAX China’s repurchase plans, does not include any shares purchased in the administration of employee share-based compensation plans.
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Item 6. Exhibits
Exhibit
No.
Description
3.1*
Amended and Restated By-Law No. 1 of IMAX Corporation, enacted on March 4, 2021.
10.1*+
Offer Letter, effective May 14, 2021, between IMAX Corporation and Joseph Sparacio .
10.2*+
Form of IMAX Corporation Second Amended and Restated Long-Term Incentive Plan Restricted Stock Unit Award Agreement for Non-employee Directors.
31.1*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated July 27, 2021, by Richard L. Gelfond.
31.2*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated July 27, 2021, by Joseph Sparacio.
32.1*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated July 27, 2021, by Richard L. Gelfond.
32.2*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated July 27, 2021, by Joseph Sparacio.
101.INS
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Filed herewith.
+ Management contract or compensatory plan, contract or arrangement
87
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, thereunto duly authorized.
IMAX CORPORATION
Date: July 27, 2021
By:
/s/ JOSEPH SPARACIO
Joseph Sparacio
Interim Chief Financial Officer
(Principal Financial Officer)
Date: July 27, 2021
By:
/s/ KEVIN M. DELANEY
Kevin M. Delaney
Senior Vice-President, Finance & Controller
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.