Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
In April 2021, the Company’s Board of Directors approved a 12-month extension to its share repurchase program, through June 30, 2022. 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. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, 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.
During the three months ended September 30, 2021, the Company repurchased 316,812 common shares at an average price of $14.53 per share. As of September 30, 2021, the Company has $84.8 million available under its approved repurchase program.
The Company’s common share repurchase program activity for the three months ended September 30, 2021 was as follows:
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced program
Maximum value of shares that may yet be purchased under the program
July 1 through July 31, 2021
—
$
—
—
$
89,361,337
August 1 through August 31, 2021
—
—
—
89,361,337
September 1 through September 30, 2021
316,812
14.53
316,812
84,757,657
Total
316,812
$
14.53
316,812
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. During the three months ended September 30, 2021, IMAX China repurchased 3,569,000 common shares at an average price of HKD 10.90 per share (U.S. $1.40 per share).
The total number of shares purchased during the nine months ended September 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
10.1
Third Amendment to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2021. Incorporated by reference to Exhibit 10.1 to IMAX Corporation’s Form 8-K dated as of July 28, 2021 (File No. 001-35066).
31.1*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated October 28, 2021, by Richard L. Gelfond.
31.2*
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated October 28, 2021, by Joseph Sparacio.
32.1*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 28, 2021, by Richard L. Gelfond.
32.2*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 28, 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.
89
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: October 28, 2021
By:
/s/ JOSEPH SPARACIO
Joseph Sparacio
Interim Chief Financial Officer
(Principal Financial Officer)
Date: October 28, 2021
By:
/s/ KEVIN M. DELANEY
Kevin M. Delaney
Senior Vice-President, Finance & Controller
(Principal Accounting Officer)
90
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