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

Date of Report (Date of earliest event reported): August 19, 2010

DreamWorks Animation SKG, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32337	68-0589190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1000 Flower Street

Glendale, California, 91201

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (818) 695-5000

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

Amendment of License Agreement with Steven Spielberg

On August 19, 2010, Dreamworks Animation L.L.C. (“DWA LLC”), a subsidiary of DreamWorks Animation SKG, Inc. (the “Company”) entered into an amendment effective as of January 1, 2009 (the “Amendment”) to the License Agreement, effective as of January 1, 2009 (the “License Agreement”), with DW II Management, Inc. (the “Spielberg Entity”) and Steven Spielberg. Pursuant to the License Agreement, DreamWorks previously granted the Spielberg Entity (a) the right to use certain trademarks, service marks and trade names containing the term “DreamWorks” and (b) the right to grant a sublicense to DreamWorks II Holding Co., LLC and its wholly owned and controlled subsidiaries to use such trademarks, service marks and trade names. Pursuant to the Amendment, DWA LLC has (i) granted the Spielberg Entity, with respect to such trademarks, service marks and trade names, the right (subject to DWA LLC’s approval) to grant additional sublicenses to entities wholly owned and controlled by Mr. Spielberg and (ii) approved Amblin Films as a sublicensee under the License Agreement in connection with the production, distribution and other exploitation of certain television motion pictures.

Mr. Spielberg is the beneficial owner of more than 5% of the Company’s outstanding Class A Common Stock. Spielberg Entity and Amblin Films are entities wholly owned and controlled by Mr. Spielberg.

The foregoing description of the Amendment is qualified in its entirety by reference to Amendment No. 1 to the License Agreement attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Amendment No. 1 to License Agreement entered into on August 19, 2010 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg.

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.

	DREAMWORKS ANIMATION SKG, INC.
Dated: August 24, 2010	By:	/S/    ANDREW CHANG
	Name:	Andrew Chang
	Title:	General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment No. 1 to License Agreement entered into on August 19, 2010 by and among DreamWorks Animation LLC, DW II Management, Inc. and Steven Spielberg.

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1 TO LICENSE AGREEMENT

This Amendment No. 1 to the License Agreement (“Amendment”) is entered into and effective as of January 1, 2009 (“Amendment Effective Date”) by and among, on the one hand, DreamWorks Animation LLC, a Delaware limited liability company (“DWA”), and, on the other hand, DW II Management, Inc., a Delaware corporation (“Spielberg Entity”), and Steven Spielberg, an individual (“Spielberg”), and is made with reference to the following facts.

A. DWA, Spielberg Entity and Spielberg have entered into that certain License Agreement with an effective date of January 1, 2009 (the “License Agreement”), pursuant to which DWA has granted to Spielberg Entity certain rights with respect to Licensed Marks (as defined in the Licensed Agreement), including the right to grant a sublicense to Holding Company (as defined in the License Agreement).

B. The parties now wish to amend the License Agreement to permit Spielberg Entity to grant additional sublicenses to entities wholly-owned and controlled by Spielberg (collectively “Additional Spielberg Entities”, and each an “Additional Spielberg Entity”), to permit the Additional Spielberg Entities to use the Licensed Marks as further described herein.

THEREFORE, the parties hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings ascribed to them in the License Agreement. The following terms have the following meanings:

1.1. “Greenlight Authority,” as used in this Amendment (and only for such purposes and not for any other purpose in the License Agreement), means the personal authority required to cause an Additional Sublicensee (as defined below) to undertake the following activities:

(a) the financing and production of the Licensed Goods and/or Licensed Services with which the Licensed Marks are to be used under an Additional Sublicense (as defined below), or

(b) the procurement of financing from a third party for the Licensed Goods and/or Licensed Services with which the Licensed Marks are to be used under an Additional Sublicense.

2. Additional Sublicenses.

2.1. Notwithstanding anything to the contrary contained in the License Agreement, and subject to the terms and conditions of this Amendment and the License Agreement, Spielberg Entity may grant (in the form of a written sublicense agreement) additional sublicenses (collectively “Additional Sublicenses”, and each an “Additional Sublicense”) to Additional Spielberg Entities (collectively “Additional Sublicensees”, and each an “Additional Sublicensee”) to use the Licensed Marks (but not including the Non-SKG Mark, except as expressly set forth in Section 2(a) of the License Agreement) subject to DWA’s prior written consent in its sole discretion of each such Additional Sublicensee and the terms of each such Additional Sublicense (including, but not limited to, the specific Licensed Goods and/or Licensed Services with which the Licensed Marks are to be used thereunder).

2.2. Each written sublicense agreement shall contain at least the terms set forth in Schedule D of the License Agreement as are applicable to the Licensed Goods and/or Licensed Services with which the Licensed Marks are to be used thereunder and shall otherwise comply with the terms of this Amendment and the License Agreement.

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2.3. Each Additional Sublicensee shall be deemed a Sublicensee and each Additional Sublicense shall be deemed a Sublicense for all purposes under the License Agreement (and, accordingly, all of Spielberg Entity’s obligations with respect to Sublicensees and Sublicenses under the License Agreement shall apply to, respectively, each Additional Sublicensee and each Additional Sublicense).

3. Amblin Films Sublicense.

3.1. Subject to the terms and conditions of this Amendment and the License Agreement (as amended hereby), DWA hereby approves Amblin Films (“Amblin”) as an Additional Sublicensee to use the Licensed Marks (but not including the Non-SKG Mark, except as expressly set forth in Section 2(a) of the License Agreement) in connection with the production, distribution and other exploitation of Television Motion Pictures, provided that:

(a) Amblin constitutes an Additional Spielberg Entity;

(b) The Licensed Marks are used only in connection with Television Motion Pictures that are Live-Action Motion Pictures or Hybrid Motion Pictures;

(c) The Licensed Marks are used only in connection with Television Motion Pictures on which Spielberg has personally exercised Greenlight Authority on an individual and specific basis;

(d) The Licensed Marks are used only in connection with Television Motion Pictures that are produced, acquired or financed by Amblin either alone or jointly with a third party;

(e) The Licensed Marks are not used in connection with Television Motion Pictures released or marketed as a Walt Disney picture or using any Disney Mark (other than to the extent expressly permitted under Paragraph 6(f) of the License Agreement); and

(f) The Licensed Marks are used only in connection with Television Motion Pictures which have been approved in advance in writing by DWA pursuant to Section 7(a) of the License Agreement.

4. Termination.

4.1. In the event that Spielberg Entity becomes aware that any Additional Sublicensee has materially breached any provision of its Additional Sublicense, Spielberg Entity shall promptly issue a thirty (30) day termination notice to such Additional Sublicensee, and if such Additional Sublicensee does not cure such breach within thirty (30) days of such notice, Spielberg Entity shall immediately terminate such Additional Sublicense.

4.2. In addition, and without limitation of the termination provisions of the License Agreement, Spielberg Entity shall, as directed by DWA, immediately terminate an Additional Sublicense if:

(a) Its respective Additional Sublicensee ceases to be wholly-owned and controlled by Spielberg (either directly or through sole ownership and control by another entity that is wholly owned and controlled by Spielberg),

(b) Its respective Additional Sublicensee undergoes a Change of Control,

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(c) Spielberg ceases to have Greenlight Authority over each and every Licensed Good and/or Licensed Service thereunder, or

(d) Spielberg dies or Spielberg has a physical or mental incapacity that impairs his ability to exercise Greenlight Authority over each and every Licensed Good and/or Licensed Service thereunder for a period of three (3) months or longer.

5. No Other Amendments; Entire Agreement. Except as expressly provided in this Amendment, the License Agreement remains in full force and effect. This Amendment together with the License Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. In the event of any conflict between this Amendment and the License Agreement, this Amendment shall prevail.

WHEREFORE, the parties have executed this Amendment as of the Amendment Effective Date by the signature below of their duly-authorized representatives.

DW II MANAGEMENT, INC.		DREAMWORKS ANIMATION LLC
By:	/s/ Steven Spielberg	By:	/s/ Andrew Chang
Name:	Steven Spielberg	Name:	Andrew Chang
Position:	President	Position:	General Counsel
STEVEN SPIELBERG
/s/ Steven Spielberg

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