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): April 19, 2012

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 200 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

Credit Agreement

On April 19, 2012, RealD Inc. (the “Company”) entered into a credit amendment (the “Credit Agreement”) with the lenders from time to time party thereto and City National Bank, a national banking association (“City National”), as administrative agent for the lenders and as letter of credit issuer.

Pursuant to the Credit Agreement, the lenders will make available to the Company:

·A revolving credit facility (including a letter of credit sub-facility) (the “Revolving Facility”) in a maximum amount not to exceed $75,000,000

·A delayed-draw term loan facility in a maximum amount not to exceed $50,000,000 (the “Term Loan Facility”)

The Revolving Facility and the Term Loan Facility replace existing revolving and term loan facilities provided under the Company’s pre-existing credit and security agreement with City National, which had been most recently amended on December 6, 2011.

Our obligations under the Credit Agreement are secured by a first priority security interest in substantially all of our tangible and intangible assets and are fully and unconditionally guaranteed by our subsidiaries, ColorLink Inc., a Delaware corporation (“ColorLink”), and Stereographics Corporation, a California corporation (“Stereographics”).

Under the Credit Agreement, our business will be subject to certain limitations, including limitations on our ability to incur additional debt, make certain investments or acquisitions, enter into certain merger and consolidation transactions, and sell our assets other than in the ordinary course of business. We are also required to maintain compliance with certain financial covenants, including a minimum fixed charge coverage ratio and a maximum leverage ratio. If we fail to comply with any of the covenants or if any other event of default, as defined in the Credit Agreement, should occur, the lenders could elect to prevent us from borrowing and declare the indebtedness to be immediately due and payable.

The Revolving Facility matures on April 17, 2015, and the Term Loan Facility matures three years after the earlier of October 18, 2013 or the date that aggregate term loan commitments have been drawn in full, which maturity dates may, in each case, be accelerated in certain circumstances.

General Continuing Guaranty

On April 19, 2012, in connection with the Company’s execution of the Credit Agreement, each of ColorLink and Stereographics entered into a general continuing guaranty (the “Guaranty”) in favor of City National and the lenders under the Credit Agreement, pursuant to which they irrevocably and unconditionally guaranteed the obligations of the Company under the Credit Agreement and all related loan documents.

Security Agreement

On April 19, 2012, the Company, ColorLink and Stereographics entered into a security agreement in favor of City National and the lenders under the Credit Agreement, pursuant to which they granted a security interest in substantially all of their assets to secure their obligations under the Credit Agreement, the Guaranty and all related loan documents.

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Item 2.03Creation 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 8.01               Other Events

On April 20, 2012, the Company issued a press release announcing that its Board of Directors has approved an authorization for the Company to conduct a $50 million stock repurchase program and that it had entered into the Credit Agreement.  A copy of the press release is attached as Exhibit 99.1, and incorporated by reference into this Current Report on Form 8-K.

Item 9.01               Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description
99.1	Press release, dated April 20, 2012, entitled “RealD Inc. Announces $50 Million Stock Repurchase Program and Enters Into New $125 Million Credit Agreement”

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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: April 20, 2012

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EX-99.1

Exhibit 99.1

RealD Inc. Announces $50 Million Stock Repurchase Program

and Enters Into New $125 Million Credit Agreement

LOS ANGELES (April 20, 2012) - RealD Inc. (NYSE: RLD) today announced that its Board of Directors has authorized the repurchase of up to $50 million of RealD’s common stock.

“The repurchase authorization demonstrates our confidence in RealD’s future and our commitment to maximizing shareholder value,” said Michael V. Lewis,  Chairman and Chief Executive Officer of RealD.   “Our new $125 million credit facility, further bolstered by our expectation that RealD’s business will generate strong cash flows during the current fiscal year, will allow us to capitalize on opportunities to repurchase shares.”

As of April 19, 2012, the Company had approximately $30 million in cash and cash equivalents and unused borrowing capacity was approximately $100 million.  The Company has approximately 54.6 million shares of common stock outstanding.

The number of shares to be repurchased and the timing of any potential repurchases will depend on factors such as the Company’s stock price, economic and market conditions, alternative uses of capital, and corporate and regulatory requirements.  The Company’s insider trading period restrictions require that the window for potential stock repurchases remains closed prior to the announcement of RealD’s financial and operating results for the fourth quarter and fiscal year ended March 23, 2012.  In the future, repurchases of common stock may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when RealD might otherwise be precluded from doing so under insider trading laws, and a variety of other methods, including open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, or by any combination of such methods.  The repurchase program may be suspended or discontinued at any time.

Establishment of New $125 Million Credit Agreement

The Company also announced that it has entered into a new $125 million credit agreement.  The facility replaces RealD’s existing credit agreement, which had been most recently amended on December 6, 2011.

The new $125 million credit agreement is comprised of a $75 million revolving credit facility and a $50 million delayed-draw term loan facility.  Additional details regarding the new credit agreement are set forth in a Current Report on Form 8-K the Company expects to file with the Securities and Exchange Commission after the close of the financial markets on April 20, 2012.

City National Bank served as Administrative Agent for the new facility.

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Cautionary note on forward-looking statements

This press release contains forward-looking information and statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about future operations and cash flow, and whether or the magnitude and manner in which we make stock repurchases. These statements identify prospective information and include words such as “demonstrates,” “expectation,” “will generate,” “allow us to,” “to be,” “may be,” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this press release. Current expectations, forecasts and assumptions involve a number of risks, uncertainties, and other factors that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Company’s control.  The Company’s Quarterly Report on Form 10-Q for the three months ended December 23, 2011 and other documents filed with the SEC include a more detailed discussion of the risks and uncertainties that may cause actual results to differ materially from the results discussed in the forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. 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.

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 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.

© 2012 RealD Inc. All Rights Reserved.

Contact:

Investor Contact:

Erik Randerson, CFA

424-702-4317

eranderson@reald.com

Media Contact:

Rick Heineman

310-385-4020

rheineman@reald.com

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