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): November 22, 2010

RealD Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34818	77-0620426
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 N. Crescent Drive, Suite 120 Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

(310) 385-4000
(Registrant’s telephone number, including area code)

NA

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

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

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

Item 8.01       Other Events.

On November 22, 2010, RealD Inc. (or the “Company”) issued a press release reporting the filing of a registration statement with the Securities and Exchange Commission for a proposed secondary public offering of 7,815,001 shares of its common stock. All of the shares are being sold by existing stockholders of the Company.  In addition, the underwriters will have a 30-day option to purchase from certain selling stockholders up to an additional 1,172,250 shares of common stock to cover over-allotments, if any.  The Company is not selling any shares of common stock in this offering and will not receive any proceeds from the sale of shares by the selling stockholders.  The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release, dated November 22, 2010, entitled “RealD Inc. Announces Filing of Registration Statement for Secondary Offering of Common Stock by Existing Stockholders.”

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SIGNATURE

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.

RealD Inc.
By:	/s/ Craig Gatarz
	Craig Gatarz Executive Vice President and General Counsel

Date: November 22, 2010

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EX-99.1

Exhibit 99.1

RealD Inc. Announces Filing of Registration Statement for Secondary
Offering of Common Stock by Existing Stockholders

LOS ANGELES (November 22, 2010) - RealD Inc. (NYSE:RLD), a leading global licensor of 3D technologies, today announced that it has filed a registration statement with the Securities and Exchange Commission relating to a proposed secondary public offering of 7,815,001 shares of its common stock. All of the shares are being sold by existing stockholders of the company.  In addition, the underwriters will have a 30-day option to purchase from certain selling stockholders up to an additional 1,172,250 shares of common stock to cover over-allotments, if any.  RealD is not selling any shares of common stock in this offering and will not receive any proceeds from the sale of shares by the selling stockholders.

J.P. Morgan Securities LLC. and Piper Jaffray & Co. are acting as joint book-running managers for the offering. William Blair & Company, L.L.C. is acting as co-lead manager, and Stifel Nicolaus Weisel and BMO Capital Markets Corp. are acting as co-managers.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering will be made only by means of a prospectus.  Copies of the preliminary prospectus relating to the offering, when available, may be obtained from J.P. Morgan Securities LLC.; J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at 1-866-803-9204; or from Piper Jaffray & Co., Prospectus Department, 800 Nicollet Mall, Suite 800, Minneapolis, Minnesota 55402, telephone: 1-800-747-3924 or by email: prospectus@pjc.com.

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary note on forward-looking statements

This press release includes forward-looking information and statements. These statements are based on our management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements.  The company’s registration statement on Form S-1 includes a more detailed discussion of the risks and uncertainties that may cause that could cause actual results to differ materially from the results discussed in the forward-looking statements.

RealD undertakes no obligation to update publicly the information contained in this press release, or any forward-looking statements, to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

© 2010 RealD Inc.  All Rights Reserved.

Contact:

Addo Communications

Andrew Greenebaum / Laura Foster

310-829-5400

andrewg@addocommunications.com; lauraf@addocommunications.com