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): December 6, 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:

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))

This Current Report on Form 8-K is filed by RealD Inc., a Delaware corporation (the “Company”), in connection with the matters described herein:

Item 1.01 Entry into a Material Definitive Agreement

Second Amendment to the Credit and Security Agreement

On December 6, 2011, the Company and City National Bank, a national banking association (“City National”), entered into a second amendment (the “Second Amendment”) to that certain Credit and Security Agreement, dated as of June 24, 2010 (the “Credit Agreement”), between the Company and City National, previously amended as of April 5, 2011 by that first amendment to the Credit Agreement (the “First Amendment”).

The Second Amendment amended the Credit Agreement to:

·provide that the aggregate principal amount outstanding at any one time under the Revolving Credit Loans (as defined in the Credit Agreement) is up to $50,000,000.00;

·provide that the termination date is December 31, 2013 (unless earlier renewed or accelerated); and

·permit a ratio of Debt (as defined in the Credit Agreement) to EBITDA (as defined in the Credit Agreement) of not more than 1.25 to 1.00 at all times, with the measurements of EBITDA and Debt based on the trailing twelve months.

Each of ColorLink Inc., a Delaware corporation (“ColorLink”), and Stereographics Corporation, a California corporation (“Stereographics” and together with ColorLink, the “Guarantors”) acknowledged the Second Amendment.

The descriptions of the Second Amendment contained herein are qualified in their entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1, and the descriptions of the First Amendment and the Credit Agreement are qualified in their entirety by reference to the First Amendment and the Credit Agreement included as Exhibit 10.1 to the Form 8-K filed on April 8, 2011 and Exhibit 10.34 to the Form S-1/A filed on June 28, 2010, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Second Amendment to Credit and Security Agreement, dated as of December 6, 2011, between RealD, Inc. and City National Bank, acknowledged by each of Colorlink and Stereographics.

2

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, General Counsel and Secretary

Date: December 8, 2011

3

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT

This Second Amendment to Credit and Security Agreement is entered into as of December 6, 2011, by and between RealD Inc., a Delaware corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).

RECITALS

A.Borrower and CNB are parties to that certain Credit and Security Agreement, dated as of June 24, 2010, as amended by that certain First Amendment to Credit and Security Agreement dated as of April 5, 2011, (the Credit and Security Agreement, as herein amended, hereinafter the “Credit Agreement”).

B.Borrower and CNB desire to supplement and amend the Credit Agreement as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1.Definitions.  Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Credit Agreement.

2.Amendments.  The Credit Agreement is amended as follows:

2.1Section 1.34 of the Credit Agreement is amended in its entirety to provide as follows:

“1.34‘Revolving Credit Commitment’ means CNB’s commitment to make the Revolving Credit Loans in the aggregate principal amount outstanding at any one time of up to Fifty Million Dollars ($50,000,000.00).”

2.2Section 1.37 of the Credit Agreement is amended in its entirety to provide as follows:

“1.37‘Termination Date’ shall mean December 31, 2013, unless the term of this Agreement is renewed by CNB for an additional period under Section 3, or such earlier date on which CNB elects to accelerate the repayment of the Loans under Section 9.3 upon the occurrence of an Event of Default. Upon any renewal, the Termination Date will be the renewed maturity date determined by CNB with the consent of Borrower.”

2.3Section 6.10.2 of the Credit Agreement is amended in its entirety to provide as follows:

1

“6.10.2A ratio of Debt to EBITDA of not more than 1.25 to 1.00 at all times, with the measurements of EBITDA and Debt based on the trailing twelve months.”

3.Existing Agreement.  Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

4.Conditions Precedent.  This Amendment shall become effective upon the fulfillment of all of the following conditions to CNB’s satisfaction:

4.1CNB shall have received this Amendment duly executed by Borrower and acknowledged by the Guarantors.

5.Counterparts.  This Amendment may be executed in any number of counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

6.Governing Law.  This Amendment and the rights and obligations of the parties hereto shall be construed in accordance with, and governed by the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

“Borrower”	RealD Inc., a Delaware corporation
	By:	/s/ Michael V. Lewis
		Michael V. Lewis, Chairman/CEO
“CNB”	City National Bank, a national banking association
	By:	/s/ Garen Papazyan
		Garen Papazyan, Vice President

(Consent of Guarantors continued on next page)

2

(Consent of Guarantors continued from previous page)

CONSENT OF GUARANTORS:

The undersigned have previously guaranteed the indebtedness of RealD, Inc., a Delaware corporation owed to CNB.  The undersigned confirm that their respective guarantees and the security given in connection therewith, if any, shall continue in full force and effect and that each such guaranty shall be a separate and distinct obligation and apply to the indebtedness arising from the Credit Agreement as amended herein, subject to the overall limitation as to the amount guaranteed.

Colorlink, Inc., a Delaware corporation
By:	/s/ Michael V. Lewis
	Michael V. Lewis, CEO
Stereographics Corporation, a California corporation
By:	/s/ Michael V. Lewis
	Michael V. Lewis, CEO

3