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EX-5.1 - EXHIBIT 5.1 - RealD Inc.a2199415zex-5_1.htm
EX-23.2 - EXHIBIT 23.2 - RealD Inc.a2199415zex-23_2.htm

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As filed with the Securities and Exchange Commission on July 15, 2010

Registration No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



RealD Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  3663, 3861, 6794
(Primary Standard Industrial
Classification Code Number)
  77-0620426
(I.R.S. Employer
Identification Number)

100 N. Crescent Drive, Suite 120
Beverly Hills, California 90210
(310) 385-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Michael V. Lewis
Chief Executive Officer
RealD Inc.
100 N. Crescent Drive, Suite 120
Beverly Hills, California 90210
(310) 385-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

C. Thomas Hopkins, Esq.
Linda Michaelson, Esq.
Louis P. A. Lehot, Esq.
Sheppard, Mullin, Richter & Hampton LLP
1901 Avenue of the Stars, Suite 1600
Los Angeles, California 90067
(310) 228-3700

 

Andrew A. Skarupa
Chief Financial Officer and
Chief Operating Officer
Craig Gatarz, Esq.
Executive Vice President
and General Counsel
RealD Inc.
100 N. Crescent Drive, Suite 120
Beverly Hills, California 90210
(310) 385-4000

 

Steven B. Stokdyk, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 485-1234



Approximate date of commencement of proposed sale to public:    As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ý 333-165988

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of
Securities to be Registered

  Proposed maximum
aggregate offering
price(1)

  Amount of
registration fee

 

Common Stock, par value $0.0001 per share

  $30,000,000   $2,139

 

(1)
Based on the public offering price.



This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.



Explanatory note and incorporation of
certain information by reference

This registration statement on Form S-1 is being filed with respect to the registration of additional shares of common stock, par value $0.0001 per share, of RealD Inc., a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the Company's independent registered public accounting firm. This registration statement relates to the Company's registration statement on Form S-1, as amended (File No. 333-165988), initially filed by the Company on April 9, 2010 and declared effective by the Securities and Exchange Commission (the "Commission") on July 15, 2010. The Company is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price from the $200,000,000 registered in the original registration statement by $30,000,000. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1, as amended (File No. 333-165988), including the exhibits and the power of attorney thereto, are incorporated by reference into this registration statement.


Undertaking

The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth in the cover page of this registration statement by wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business on July 16, 2010); (ii) it will not revoke such instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than July 16, 2010.



Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beverly Hills, State of California, on July 15, 2010.

    RealD Inc.

 

 

By:

 

*

        Michael V. Lewis
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature
 
Title
 
Date

 

 

 

 

 
*

Michael V. Lewis
  Chief Executive Officer and Director (Principal Executive Officer)   July 15, 2010

*

Andrew A. Skarupa

 

Chief Operating Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

July 15, 2010

*

Joshua Greer

 

President and Director

 

July 15, 2010

*

Stephen Bellotti

 

Director

 

July 15, 2010

*

Stephen Royer

 

Director

 

July 15, 2010

*

P. Gordon Hodge

 

Director

 

July 15, 2010

*

William M. Budinger

 

Director

 

July 15, 2010

*

Andrew Howard

 

Director

 

July 15, 2010

 
   
   

 

 

 

 

 
*By:   /s/ CRAIG GATARZ

Craig Gatarz
Attorney-in-fact
   


Exhibit index

Exhibit no.   Description of exhibit
  5.1   Form of Opinion of Sheppard, Mullin, Richter & Hampton LLP.
  23.1   Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1).
  23.2   Consent of Ernst & Young LLP, independent registered public accounting firm.
  24.1   Power of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S-1 of the Registrant, File No. 333-165988).



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Explanatory note and incorporation of certain information by reference
Undertaking
Signatures
Exhibit index