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):  July 28, 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):

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)

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 1.01.Entry into a Material Definitive Agreement.

On July 28, 2011, RealD Inc. (the “Company”) entered into Amendment Number 1 to the Second Amended and Restated RealD System License Agreement (the “Amendment”), by and between the Company and American Multi-Cinema, Inc. (“AMC”), to amend that certain Second Amended and Restated RealD System License Agreement (2010) dated as of May 9, 2010 between the Company and AMC.  Among other things, the Amendment provides for revised terms in respect of number of screens and duration.

Item 8.01.Other Events.

On July 28, 2011, RealD issued a press release reporting that RealD had agreed with AMC to expand the number of RealD-enabled screens across the AMC 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+	Amendment Number 1 to the Second Amended and Restated RealD System License Agreement, dated as of July 28, 2011, by and between the Company and American Multi-Cinema, Inc.
99.1	Press release, dated July 28, 2011, entitled “RealD and AMC Entertainment to Equip Additional 1,000 Screens with RealD 3D”.

+             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:  July 28, 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 confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

AMENDMENT NUMBER 1 TO THE

SECOND AMENDED AND RESTATED REALD SYSTEM LICENSE AGREEMENT

This Amendment Number 1 to the Second Amended and Restated RealD System License Agreement (this “Amendment”) is entered into as of July 28, 2011 (the “Amendment Effective Date”) by and between RealD Inc., a Delaware corporation with a principal place of business at 100 N. Crescent Drive, Suite 120, Beverly Hills, CA  90210 (“RealD”), and American Multi-Cinema, Inc., a Missouri corporation with a principal place of business at 920 Main Street, Kansas City, Missouri  64105 (“Licensee”), and amends the Second Amended and Restated RealD System License Agreement between RealD and Licensee dated May 9, 2010 (as amended, the “Agreement”).  Each of RealD and Licensee are referred to herein as a “Party” and collectively as the “Parties”.  Capitalized terms used in this Amendment shall have the meaning ascribed to such terms in the Agreement, unless otherwise defined herein.

RECITALS

WHEREAS, Licensee expects to have leased approximately 1,500 RealD Systems from RealD as of the Amendment Effective Date, and expects to lease up to an additional 1,000RealD Systems from RealD by December 31, 2018;

WHEREAS, the Parties desire to amend the Agreement to provide for the leasing of RealD’s RealD Live technology as part of the RealD System, and to provide for rental payments from Licensee to RealD for 3D content exhibited in Licensee’s theaters utilizing the RealD Live technology; and

WHEREAS, RealD and Licensee desire to amend the Agreement as more particularly described herein to govern Licensee’s use of all RealD Systems installed in Licensee’s Auditoriums as of the Amendment Effective Date, and for RealD Systems installed subsequent to the Amendment Effective Date but prior to December 31, 2018, up to an aggregate of 2,500 RealD Systems.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

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1.RealD Live.

(a)           “RealD Live” means (a) a hardware solution that is installed between a satellite receiver and the RealD System (the “RealD LIVE Hardware”) and/or (b) a software solution that is installed on the server or other hardware product used in conjunction with the RealD System (the “RealD LIVE Software”), in each case for the

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display of live event Alternative Content broadcasts.  RealD Live shall be included in the list of Equipment available for leasing to Licensee and set forth on Schedule A of the Agreement; provided that Lessee must ensure each of the following, and provided further that RealD shall have no obligation or liability for, or in connection with, the absence of any of the following:

(i)            a functioning satellite receiver is installed and operational permitting the receipt of any Alternative Content to be displayed using RealD Live;

(ii)           all necessary electric and communication wiring, connections and supplies being present and operational;

(iii)          with respect to the RealD Live Software, a functioning server or other hardware device permitting the installation of the RealD Live Software thereon being installed and operational;

(iv)          all necessary subscriptions to content services for the permitted receipt of Alternative Content to be displayed using RealD Live, and all licenses and permissions for the display of any such Alternative Content; and

(v)           the maintenance of any of the items indicated above.

(b)           Failure of Lessee’s ability to use RealD Live as a result of the lack of any of the items set forth in Section 1(a) shall not give Lessee any right or remedy against RealD.

(c)           Notwithstanding anything in the Agreement to the contrary, for each paid admission [***] to the exhibition of an Alternative Content show for which Licensee utilizes RealD Live, Licensee will pay to RealD [***].

(d)           Licensee will include an itemized report of [***] on all reports that Licensee provides under Section 5.2 of the Agreement, and RealD will invoice Licensee for amounts owed in respect of such Alternative Content in accordance with the provisions of Section 5.2.

2.             Concurrent Terms for Up To 2,500 RealD Systems.  Section 9.1 of the Agreement is deleted in its entirety, and replaced with the following:

9.1           Term.  This Agreement shall commence and become effective on the Effective Date, 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 Terms”) 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.  The Initial Term and any Renewal Term are collectively referred to as the “Term”.

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3.             Additional Systems.   Notwithstanding anything in the Agreement to the contrary, the terms of this Agreement shall only apply with respect to the initial twenty-five hundred (2,500) RealD Systems leased by Licensee from RealD hereunder prior to December 31, 2018.   In the event Licensee desires to lease additional RealD Systems beyond the initial twenty-five hundred RealD Systems, or in the event Licensee desires to lease additional RealD Systems subsequent to December 31, 2018, any such leases may be accomplished only pursuant to a separate written agreement or written amendment to this Agreement, in either case, duly executed by both Parties.

4.             [***]

5.             Counterparts.  This Amendment may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument.  This Amendment may be delivered by facsimile.

6.             Applicable Law.  This Amendment shall be governed by the laws of the State of California, without regard to conflict of law principles.

7.             Severability.  If any provision of this Amendment is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Amendment unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

8.             Entire Agreement.  Except as herein expressly amended, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect, and all references therein to such Agreement shall henceforth refer to the Agreement, as amended by this Amendment.  This Amendment shall be deemed incorporated into, and a part of, the Agreement.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their authorized representatives as of the Amendment Effective Date.

REALD INC.
By:	/s/ Craig Gatarz
	Craig Gatarz
	Executive Vice President and General Counsel
AMERICAN MULTI-CINEMA, INC.
By:	/s/ Elizabeth Frank
Name:	Elizabeth Frank
Title:	SVP Strategy & Strategic Partnerships

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RealD and AMC Entertainment® to Equip Additional 1,000 Screens

With RealD 3D

Agreement Brings Total Deployment to 2,500 RealD 3D-Enabled Screens

Across the AMC Circuit

LOS ANGELES, Calif. and KANSAS CITY, Mo. (July 28, 2011) — RealD Inc. (NYSE: RLD) and AMC Entertainment Inc. (AMC) announced today an agreement to equip up to 1,000 additional screens with RealD 3D technology across the AMC circuit in the United States and Canada.  The commitment will raise AMC’s total RealD 3D-enabled screen count to approximately 2,500 screens, ultimately accounting for RealD 3D capability in nearly 50 percent of AMC auditoriums.  Installation of the additional 1,000 RealD 3D-enabled screens has already begun.

“RealD 3D is the most highly attended premium format option across AMC theatres,” said Gerry Lopez, Chief Executive Officer and President, AMC.   “A substantial number of our guests are choosing RealD technology as their preferred way to experience movies at AMC and the addition of more screens will open this opportunity to even more moviegoers.”

“Recent film releases have been constrained by available 3D screens and have played in more 2D show times than 3D, limiting each film’s 3D box office potential from the start,” said Michael V. Lewis, Chairman and CEO of RealD.  “With AMC broadening their installation base of RealD 3D technology, they will be able to better serve their audience through wider 3D show time availability.”

RealD is a global leader in 3D technology for movie theaters with the largest motion picture exhibition groups in the world featuring RealD 3D-enabled screens.  As of June 6, 2011, RealD has deployed its 3D technology on over 16,700 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, and RealD Format 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.

RealD was founded in 2003 and has offices in Beverly Hills, California; Boulder, Colorado; London, United Kingdom; Shanghai, China; Hong Kong; and Tokyo, Japan. For more information, please visit our website at www.reald.com.

About AMC Entertainment Inc.
AMC Entertainment Inc. delivers distinctive and affordable movie-going experiences in 360 theatres with 5,128 screens across the United States and Canada. The company operates 24 of the 50 highest grossing theatres in the country, including the top three. AMC has propelled industry innovation and continues today by delivering premium sight and sound, enhanced food and beverage and diverse content. www.AMCTheatres.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 AMC theater circuit, AMC’s commitment to 3D, the strength of the 3D film slate in future periods and moviegoer demand for the RealD 3D experience.  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 Contacts:

Rick Heineman (RealD)

310-385-4020

rheineman@reald.com

Sun Dee Larson (AMC)

816-480-5861

slarson@amctheatres.com

Investor Contact:

Erik Randerson, CFA (RealD)

424-702-4317

eranderson@reald.com