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): January 26, 2011

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 (see General Instruction A.2. below):

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

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

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

o    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.

On January 26, 2011, RealD Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the Real D System License Agreement (U.S. 2008), by and between the Company and Regal Cinemas, Inc. (“Regal”), to amend that certain REAL D System License Agreement (U.S. 2008) dated as of October 15, 2008 between the Company and Regal.  Among other things, the Amendment provides for revised terms in respect of payment, royalties and duration.  The foregoing description of the Amendment does not purport to be a complete statement of the parties’ rights thereunder and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 8.01.Other Events.

On January 27, 2011, the Company issued a press release reporting that the Company had agreed with Regal to expand the number of RealD-enabled screens across the Regal Entertainment Group theater circuit.  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

Exhibit Number	Description
10.1+	First Amendment to the Real D System License Agreement (U.S. 2008), dated as of January 26, 2011, by and between RealD Inc. and Regal Cinemas, Inc.
99.1	Press release, dated January 27, 2011, entitled “RealD and Regal Entertainment Group to Double 3D Cinema Screen Count”.

+             Certain provisions of this exhibit have been omitted pursuant to a request for confidential  treatment.

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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.

	RealD Inc.
	By:	/s/ Craig Gatarz
		Craig Gatarz
		Executive Vice President, General Counsel and Secretary
Date: January 27, 2011

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EX-10.1

Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit.  The copy filed herewith omits the information subject to the confidential treatment request.  Omissions are designated as [***].  A complete version of this exhibit has been filed separately with the Securities and Exchange Commission

FIRST AMENDMENT TO

REAL D SYSTEM LICENSE AGREEMENT (U.S. 2008)

THIS FIRST AMENDMENT TO THE REAL D SYSTEM LICENSE AGREEMENT (U.S. 2008) (this “Amendment”) is entered into as of January 26, 2011, by and between REALD INC., a company incorporated under the laws of the State of Delaware, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“RealD”) and REGAL CINEMAS, INC., a company incorporated under the laws of the State of Tennessee and having a principal place of business at 7132 Regal Lane, Knoxville, Tennessee 37918 (“Licensee”), to amend that certain REAL D System License Agreement (U.S. 2008) dated as of October 15, 2008, between RealD and Licensee (the “Agreement”).  Capitalized terms used herein without definition shall have the respective meanings set forth in the Agreement.

RECITALS

WHEREAS, Licensee and RealD have been performing in accordance with the Agreement in all respects following their execution of the Agreement;

WHEREAS, Licensee and RealD desire to amend the Agreement upon the terms and conditions set forth herein;

WHEREAS, Licensee expects to have leased a total of 1,500 RealD Systems from RealD by December 31, 2010 and expects to lease an additional 1,500 RealD Systems thereafter, for an aggregate of 3,000 RealD Systems; and

WHEREAS the Agreement, as amended herein, will govern Licensee’s use of all RealD Systems installed in Licensee’s Auditoriums as of the date of this Amendment and all RealD Systems installed in Licensee’s Auditoriums thereafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follow:

1.All references in the Agreement to “REAL D” are hereby replaced with “RealD”.

2.All references in the Agreement to “REAL D System” or “REAL D Systems” are hereby replaced with “RealD System” or “RealD Systems” as applicable.

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3.Section 3.1.

Section 3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“RealD Glasses.  Licensee acknowledges and understands that an integral part of the RealD System is the stereoscopic glasses sold or approved by RealD to be worn for viewing the 3D Shows and only in conjunction with the RealD System.  Licensee shall not distribute to patrons glasses, or other stereoscopic viewing materials, other than RealD Glasses (as defined below), for use with the RealD System.  [***] “RealD Glasses”).  [***].  Licensee acknowledges and understands that each pair of [***] shall be distributed to patrons for only one exhibition of a 3D Show, and will not redistribute or reuse such [***] at any time after their first use.  In the event that Licensee determines to purchase [***], RealD shall provide Licensee with guidelines for the care of such [***], (“Guidelines”), and Licensee shall comply w ith such Guidelines in all material respects, including the Guidelines included therein relating to the washing and care of such [***].  For purchases of RealD Glasses by Licensee, (a) Licensee shall [***], (b) Licensee shall place orders for RealD Glasses as soon as practicable prior to the required delivery date, and (c) RealD shall use its best efforts to deliver all orders of RealD Glasses in accordance with the Licensee’s requirements; provided, that RealD shall not be responsible for delays or failures of delivery due to circumstances not within the reasonable control of RealD.  Licensee may return surplus generic RealD Glasses (in their original unopened packaging) to RealD, in return for a credit in the amount paid by Licensee for such glasses.”

4.Section 5.1.

4.1Section 5.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

4.2“Royalties.  For each paid admission to a 3D Show at each Auditorium per calendar year (“Paid Admissions”), Licensee will pay a royalty (“Royalty”) to RealD [***]:

[***].

In addition, for purposes of calculating the number of Paid Admissions upon which the Royalties are based, the calculation shall start at zero on January 1 of each calendar year.

[***].

5.Section 9.1.  The first sentence of Section 9.1 is hereby amended and restated in its entirety to read as follows:

“This Agreement shall commence and become effective on the Effective Date (as defined in Section 9.1 below) and continue until December 31, 2018, unless terminated earlier as provided under this Agreement (the “Initial Term”), and shall automatically renew for successive one (1) year terms (“Renewal Term(s)”) unless a party provides written notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the Initial Term, or thereafter, sixty (60) days prior to the expiration of the then-current Renewal Term, if any.”

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6.Schedule A.  Schedule A of the Agreement is hereby replaced in its entirety with the attached Schedule A.

7.[***].

8.Ratification.  Except as expressly set forth herein, all of the terms and conditions of the Agreement are hereby ratified and confirmed and shall continue unchanged and in full force and effect, and all references to the Agreement shall mean the Agreement as amended by this Amendment.

9.Counterparts.  This Amendment may be executed in multiple counterparts and via facsimile, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when a counterpart has been signed by each of the parties hereto and delivered to the other party.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized representatives as of the date first set forth above.

REALD INC.		REGAL CINEMAS, INC.
By:	/s/ Craig Gatarz	By:	/s/ Amy Miles
Name:	Craig Gatarz	Name:	Amy Miles
Title:	Executive Vice President & General Counsel	Title:	Chief Executive Officer

[Signature Page to Amendment to Restated REAL D System License Agreement (2008)]

Schedule A

A.RealD Cinema System Control Module, where applicable

A.1RealD Cinema System Z-Screen

A.2RealD Cinema System Z-Screen Mounting Hardware

B.RealD Cinema System XL, where applicable

B.1XL Mounting Kit, where applicable

C.RealD XLS Stereoscopic Projector Lens for Sony 4K Projector, where applicable

SOFTWARE

System Software: The RealD Cinema System Control Module contains embedded software, which is an integral part of the RealD System and is proprietary to RealD.

Image Enhancement Software:  The RealD System may include software located in either the digital cinema player server, or in the digital projector, which enhances the viewing of stereoscopic images.  This software is proprietary to RealD and, if present, is included as an integral component of the RealD System.

The RealD authorized installers will install configuration files in the projector which are necessary for the 3D projector formats.

GLASSES

The RealD System requires circular polarized glasses, manufactured exclusively for, and distributed by RealD, which glasses will be purchased separately by Lessee from RealD or a third party distributor of Authorized Glasses, as set forth in this Agreement.

MARKS

REAL D (US) — Registration No. 3410242

™   —  U.S. Application No. 77/776,061

3D SO BELIEVABLE IT’S UNBELIEVABLE—Registration No. 3655937

“REAL D® and any company logos are the trademarks of RealD and are protected by registration in multiple countries.  All rights reserved.”

REALD Copyright Notice:

“Copyright © 2010 [or relevant year], RealD Inc.  All rights reserved.”

EX-99.1

Exhibit 99.1

RealD and Regal Entertainment Group to Double 3D Cinema Screen Count

Agreement Adds 1,500 Screens to Existing Commitment for a Total Deployment of Up to 3,000 RealD 3D-Enabled Screens

LOS ANGELES & KNOXVILLE, Tenn., Jan 27, 2011 (BUSINESS WIRE) —

RealD Inc. (NYSE: RLD), a leading global licensor of 3D technologies for cinema, consumer electronics and professional applications, and Regal Entertainment Group (NYSE: RGC), a leading motion picture exhibitor owning and operating the largest theatre circuit in the United States, announced today that they have agreed to expand their 3D cinema relationship by adding up to 1,500 additional RealD 3D-enabled screens across the Regal Entertainment Group theatre circuit.  This agreement amends the May 2008 contract, which provided for the installation of 1,500 RealD 3D-enabled screens, doubling the arrangement to up to a total of 3,000 RealD 3D-enabled screens.

“We continue to see high demand from moviegoers for RealD’s premium 3D viewing experience and to meet that demand Regal expects to 3D-enable approximately 40% of its screens as part of its ongoing nationwide digital rollout,” said Amy Miles, CEO of Regal Entertainment Group.  “Doubling our agreement for RealD 3D-enabled screens will allow us to play multiple 3D films at the same time and assure moviegoers the option of seeing films in a premium 3D format.”

“Regal is the largest theatre circuit in the United States and their expanding up to 3,000 RealD 3D-enabled screens shows an unwavering commitment to 3D and an acknowledgement of the premium entertainment experience RealD delivers,” said Michael V. Lewis, Chairman and CEO of RealD Inc.  “Demand for 3D continues to rise with Hollywood releasing 22 3D films in 2010 and approximately 35 3D films currently slated for release in 2011.”

RealD is one of the world’s leading 3D technology licensors for movie theaters with the 15 largest motion picture exhibitors in the world using RealD 3D-enabled screens. As of the fiscal quarter ending September 24, 2010, RealD had deployed its 3D technology on approximately 9,300 theatre screens worldwide.

About RealD Inc.

RealD is a leading global licensor of 3D technologies. RealD’s extensive intellectual property portfolio is used in applications that enable a premium 3D viewing experience in the theater, the home and elsewhere. RealD licenses its RealD Cinema Systems to motion picture exhibitors that show 3D motion pictures and alternative 3D content. RealD also provides its RealD Display, active and passive eyewear, RealD Format and gaming technologies to consumer electronics manufacturers and content producers and distributors to enable the delivery and viewing of 3D content. RealD’s cutting-edge 3D technologies have been used for applications such as piloting the Mars Rover. For more information, please visit www.RealD.com or www.facebook.com/RealD3D.

About Regal Entertainment Group

Regal Entertainment Group (NYSE: RGC) is the largest motion picture exhibitor in the United States. The Company’s theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,698 screens in 539 locations in 37 states and the District of Columbia. Regal operates theatres in 43 of the top 50 U.S. designated market areas. We believe that the size, reach and quality of the Company’s theatre circuit not only provide its patrons with a convenient and enjoyable movie-going experience, but is also an exceptional platform to realize economies of scale in theatre operations. Additional information is available on the Company’s web site at www.REGmovies.com.

Cautionary note on forward-looking statements

This press release includes forward-looking information and statements, including but not limited to: statements concerning the anticipated rollout of RealD 3D technology across the Regal Entertainment Group theater circuit.  These statements are based on RealD’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 RealD’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements.  RealD’s annual and quarterly reports include 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.

© 2011. RealD Inc. All Rights Reserved.

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Media Contact:

Rick Heineman

Vice President, Marketing Communications

RealD Inc.

310-385-4020

rheineman@reald.com

Dick Westerling

Senior Vice President of Marketing & Advertising

Regal Entertainment Group

865-925-9539