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
June 5, 2009
Date of report (Date of earliest event reported)
IMAX Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Canada
(State or Other
Jurisdiction of Incorporation)
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0-24216
(Commission File Number)
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98-0140269
(I.R.S. Employer
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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
On June 25, 2009 IMAX Corporation (the “Company”) announced the appointment of Mr. Gary Moss, age
50, to the newly created position of Chief Operating Officer effective July 20, 2009. Prior to
joining the Company, Mr. Moss served for four years as Chief Operating Officer and Chief Financial
Officer of Concert Productions International (CPI), a major promoter of rock concerts and tours in
North America, and an operating subsidiary of Live Nation Inc. Mr. Moss worked with EMI Group
Canada Inc., as Vice President, Finance for nine years, and with Sega of Canada, Inc. as Vice
President of Finance for two years. Mr. Moss is a Chartered Accountant and received his Bachelors
of Commerce from University of KwaZulu-Natal, South Africa.
On June 5, 2009 the Company entered into an employment agreement with Mr. Moss to serve as the
Company’s Chief Operating Officer commencing on July 20, 2009. Under the terms of the agreement Mr.
Moss will receive an annual base salary of $400,000, which is subject to annual review. The
agreement further provides that Mr. Moss is entitled to participate in the Company’s Management
Bonus Plan with a target annual performance bonus of 50% of his base salary. Mr. Moss is entitled
to be paid a minimum bonus of 50% of the pro-rated amount of base salary with respect to the 2009
fiscal year. In addition, on July 20, 2009, Mr. Moss shall receive a grant of 75,000 options to
purchase common shares in accordance with the Company’s Stock Option Plan, which options shall vest
as to 10% on July 20, 2010, 15% on July 20, 2011, 20% on July 20, 2012, 25% on July 20, 2013 and
30% on July 20, 2014. These options will expire on July 20, 2016.
The agreement provides that in the event of termination without cause, Mr. Moss would be entitled
to receive accrued and unpaid salary, perquisites and business expenses and any outstanding
vacation pay within 30 days of such termination. The agreement further provides upon a termination
without cause, in the first year of employment, Mr. Moss would continue to receive base salary,
automobile allowance and benefits for a period of six months, increasing by one month for each
additional year of employment to a maximum of 20 months. Mr. Moss is required to mitigate the
amount of any severance paid by the Company during the severance period by seeking other
employment. On the date Mr. Moss obtains other employment, the remaining required salary payments
would be reduced by half.
Ms. Moss’s agreement contains non-solicitation, confidentiality and non-competition provisions.
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