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):  October 22, 2013

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 1.01Entry into a Material Definitive Agreement

The information set forth under Item 5.02 is incorporated herein by reference.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)On October 23, 2013, RealD Inc. (the “Company”) announced that Joe Peixoto will retire and therefore no longer serve as President, Worldwide Cinema of the Company, effective as of March 31, 2014. The Company does not currently expect to fill the vacancy left by Mr. Peixoto’s departure.

(e)On October 22, 2013, the Company and Mr. Peixoto entered into a Separation Agreement and General Release of Claims (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, in the event the Separation Agreement becomes effective pursuant to its terms and is not revoked by Mr. Peixoto during the applicable revocation period and Mr. Peixoto is otherwise in compliance with the terms of the Separation Agreement, Mr. Peixoto will receive the following separation benefits: (i) cash severance of $937,500 paid in installments over eighteen months, with the first such installment to be paid on the 55th day after the earliest to occur of (a) March 31, 2014 or (b) the date of Mr. Peixoto’s death (the “Termination Date”); (ii) reimbursement from the Company for insurance coverage under COBRA for 12 months following the Termination Date or such earlier time as Mr. Peixoto becomes eligible for insurance through another employer; (iii) eligibility to receive a pro-rated cash performance bonus for fiscal year 2014 (to be paid no later than June 15, 2014) under the Company’s Management Incentive Plan; and (iv) continuation of the vesting of all equity incentive grants that have been made to Mr. Peixoto under the Company’s equity incentive plans for 12 months following the Termination Date, which such equity incentive grants shall remain exercisable for 24 months following the Termination Date.  The payments described above shall be subject to required withholdings and authorized deductions.  In the event that Mr. Peixoto resigns his employment without Good Reason (as defined in the Employment Agreement between the Company and Mr. Peixoto effective as of May 25, 2010 (the “Employment Agreement”) previously filed with the SEC) or the Company terminates Mr. Peixoto’s employment for Cause (as defined in the Employment Agreement), he will not be eligible for the separation benefits described above.

The Separation Agreement contains a general release by Mr. Peixoto of all claims against the Company and its affiliates and representatives. In addition, as a condition to Mr. Peixoto’s right to receive the separation benefits described above, Mr. Peixoto has agreed to execute a second general release of all claims against the Company and its affiliates and representatives within 60 days after the Termination Date.

Item 8.01.Other Events.

On October 23, 2013, the Company issued a press release reporting Mr. Peixoto’s retirement. 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
99.1	Press release, dated October 23, 2013, entitled “RealD President, Worldwide Cinema Joe Peixoto to Retire”.

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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: October 23, 2013

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EX-99.1

Exhibit 99.1

RealD President, Worldwide Cinema Joe Peixoto to Retire

LOS ANGELES (October 23, 2013) — RealD Inc. (NYSE: RLD) announced today that Joe Peixoto, RealD’s President, Worldwide Cinema, will retire effective as of March 31, 2014, the end of the company’s fiscal year 2014.  The company does not currently expect to fill the position.

“Joe has been an instrumental part of our executive team, leading a global cinema organization he built from scratch to today where you can find RealD 3D in every corner of the world with the industry’s biggest exhibitors,” said Michael V. Lewis, Chairman and CEO of RealD.  “Joe’s wisdom, passion and dedication have unquestionably redefined today’s cinema experience and we are all the better for it.  Thank you, Joe, and while we will be sad to see you leave, we wish you the best and hope you enjoy your well-deserved retirement.”

“I will forever take great pride in seeing how far RealD has come and the indelible impact the company has made on the entertainment industry in such a short period of time,” said Joe Peixoto.  “While I look forward to spending more time with my wife, children and grandchild, I cannot say enough what an honor it has been to work with the fantastic team at RealD, one I am confident will continue to accomplish great things in the future.”

Peixoto has served as RealD’s President, Worldwide Cinema since joining the company in 2005.  During his tenure, Peixoto oversaw the initial introduction of RealD 3D with Disney’s “Chicken Little” and the growth of the RealD 3D platform into the world’s most widely used 3D cinema technology with approximately 23,500 installations with 1,000 exhibitors in 74 countries.  Peixoto joined RealD from United Cinemas International where he served as President and Chief Executive Officer from 1998 to 2004. Prior to United Cinemas, Peixoto was President of Famous Players, a Canadian-based theater chain owned by Paramount/Viacom.

About RealD Inc.

RealD is a leading global licensor of 3D and other visual technologies. RealD’s extensive intellectual property portfolio is used in applications that enable a premium 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, content producers and distributors to enable the delivery and viewing of 3D and other premium content on a variety of visual displays and devices.

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

Cautionary note on forward-looking statements

This press release includes forward-looking information and statements, including but not limited to: the expected retirement of RealD President, Worldwide Cinema, Joe Peixoto and RealD’s current plans with respect to the vacancy being created by Peixoto’s retirement. 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.

Source: RealD Inc.

Media Contact:

Rick Heineman

310-385-4020

rheineman@reald.com

or

Investor Contacts:

Andrew Greenbaum / Laura Bainbridge

310-829-5400

investors@reald.com