Securities Registration: Employee Benefit Plan (s-8)
June 12 2015 - 6:02AM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on June 11, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RealD Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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77-0620426 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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100 N. Crescent Drive, Suite 200
Beverly Hills, California 90210
(310) 385-4000
(Address of principal executive offices) (Zip code)
RealD Inc. 2010 Stock Incentive Plan, As Restated
(Full title of the plan)
Michael V. Lewis
Chief Executive Officer
RealD Inc.
100 N. Crescent Drive, Suite 200
Beverly Hills, California 90210
(Name and address of agent for service)
(310) 385-4000
(Telephone number, including area code, of agent for service)
Copies to:
C. Thomas Hopkins, Esq.
Cooley LLP
1333 2nd Street, Suite 400
Santa Monica, California 90401
(310) 883-6400 |
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Andrew A. Skarupa
Chief Financial Officer
Vivian Yang, Esq.
Executive Vice President and General Counsel
RealD Inc.
100 N. Crescent Drive, Suite 200
Beverly Hills, California 90210
(310) 385-4000 |
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.
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company o |
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
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Amount to be Registered(1) |
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Proposed Maximum Offering Price per Share |
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Proposed Maximum Aggregate Offering Price |
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Amount of Registration Fee |
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Common Stock, par value $0.0001 per share |
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2,012,778 |
(2) |
$ |
12.79 |
(3) |
$ |
25,743,431 |
(3) |
$ |
2,991.39 |
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock which become issuable under the RealD Inc. 2010 Stock Incentive Plan, as restated (the 2010 Plan) by reason of any stock split, stock dividend, recapitalization or any other similar transaction, effected without receipt of consideration, which results in an increase in the Registrants outstanding shares of common stock. |
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(2)
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Represents 2,012,778 additional shares of the Registrants common stock that became available for issuance on January 1, 2015 under the 2010 Plan, pursuant to an evergreen provision of the 2010 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2010 Plan automatically increases on January 1st of each year, starting on January 1, 2011 and continuing through January 1, 2020, by the lesser of (i) 4% of the number of shares of the Registrants common stock issued and outstanding on the immediately preceding December 31st, or (ii) 3,000,000 shares of common stock, or (iii) an amount determined by the Registrants board of directors. |
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(3) |
Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on June 8, 2015. |
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The Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act. |
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INCORPORATION BY REFERENCE OF CONTENTS OF THE REGISTRATION STATEMENTS ON
FORMS S-8 NOS. 333-168538, 333-176109, 333-181816, 333-187823 AND 333-196502
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered shares of its common stock for issuance under the 2010 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 4, 2010 (File No. 333-168538), August 5, 2011 (File No. 333-176109), May 31, 2012 (File No. 333-181816), April 10, 2013 (File No. 333-187823) and June 4, 2014 (File No. 333-196502). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
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ITEM 8. Exhibits
Exhibit |
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Incorporated by Reference |
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Filed |
Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on July 15, 2010. |
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10-Q |
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001-34818 |
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3.1 |
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July 29, 2011 |
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3.2 |
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Amended and Restated Bylaws as amended and restated June 5, 2013. |
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10-K |
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001-34818 |
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3.3 |
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June 6, 2013 |
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4.1 |
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Specimen of common stock certificate. |
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S-1/A |
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333-165988 |
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4.1 |
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May 26, 2010 |
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4.2 |
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Amended and Restated Investors Rights Agreement, dated December 24, 2007, by and among the registrant, the founders and the investors named therein. |
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S-1/A |
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333-165988 |
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4.2 |
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May 26, 2010 |
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4.3 |
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Amendment and Agreement to Amended and Restated Investors Rights Agreement, dated June 11, 2010, by and among the registrant and the other signatories thereto. |
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S-1/A |
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333-165988 |
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4.6 |
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June 29, 2010 |
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5.1 |
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Opinion of Cooley LLP. |
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X |
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23.1 |
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Consent of Cooley LLP (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on signature page). |
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X |
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99.1 |
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RealD Inc. 2010 Stock Incentive Plan. |
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S-1/A |
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333-165988 |
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10.3 |
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June 29, 2010 |
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99.2 |
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Form of Nonstatutory Stock Option Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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S-1/A |
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333-165988 |
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10.4 |
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June 29, 2010 |
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99.3 |
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Form of Nonstatutory Stock Option Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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S-1/A |
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333-165988 |
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10.5 |
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June 29, 2010 |
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99.4 |
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Form of Performance Stock Option Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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S-1/A |
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333-165988 |
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10.6 |
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June 29, 2010 |
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99.5 |
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Form of Performance Stock Option Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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S-1/A |
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333-165988 |
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10.7 |
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June 29, 2010 |
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99.6 |
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Form of Stock Unit Agreement for the 2010 Stock Incentive Plan for the non-employee directors. |
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S-1/A |
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333-165988 |
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10.8 |
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June 29, 2010 |
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99.7 |
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Form of Stock Unit Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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10-K |
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333-165988 |
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10.46 |
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June 10, 2011 |
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99.8 |
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Form of Performance Stock Unit Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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8-K |
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001-34818 |
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10.1 |
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June 11, 2013 |
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99.9 |
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Form of Performance Stock Unit Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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8-K |
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001-34818 |
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10.2 |
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June 26, 2013 |
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3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 June 11, 2015.
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REALD INC. |
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By: |
/s/ Michael V. Lewis |
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Michael V. Lewis |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael V. Lewis, Andrew A. Skarupa and Vivian Yang, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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 |
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Title |
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Date |
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/s/ Michael V. Lewis |
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Chief Executive Officer and Chairman |
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June 11, 2015 |
Michael V. Lewis |
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(Principal Executive Officer) |
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/s/ Andrew A. Skarupa |
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Chief Financial Officer |
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June 11, 2015 |
Andrew A. Skarupa |
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(Principal Financial and Accounting Officer) |
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/s/ Laura J. Alber |
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Director |
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June 11, 2015 |
Laura J. Alber |
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/s/ Frank J. Biondi, Jr. |
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Director |
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June 11, 2015 |
Frank J. Biondi, Jr. |
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/s/ Richard L. Grand-Jean |
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Director |
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June 11, 2015 |
Richard L. Grand-Jean |
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/s/ David Habiger |
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Director |
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June 11, 2015 |
David Habiger |
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/s/ P. Gordon Hodge |
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Director |
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June 11, 2015 |
P. Gordon Hodge |
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/s/ Sherry Lansing |
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Director |
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June 11, 2015 |
Sherry Lansing |
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4
EXHIBIT INDEX
Exhibit |
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Incorporated by Reference |
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Filed |
Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on July 15, 2010. |
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10-Q |
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001-34818 |
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3.1 |
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July 29, 2011 |
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3.2 |
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Amended and Restated Bylaws as amended and restated June 5, 2013. |
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10-K |
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001-34818 |
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3.3 |
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June 6, 2013 |
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4.1 |
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Specimen of common stock certificate. |
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S-1/A |
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333-165988 |
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4.1 |
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May 26, 2010 |
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4.2 |
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Amended and Restated Investors Rights Agreement, dated December 24, 2007, by and among the registrant, the founders and the investors named therein. |
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S-1/A |
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333-165988 |
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4.2 |
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May 26, 2010 |
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4.3 |
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Amendment and Agreement to Amended and Restated Investors Rights Agreement, dated June 11, 2010, by and among the registrant and the other signatories thereto. |
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S-1/A |
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333-165988 |
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4.6 |
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June 29, 2010 |
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5.1 |
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Opinion of Cooley LLP. |
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X |
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23.1 |
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Consent of Cooley LLP (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on signature page). |
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X |
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99.1 |
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RealD Inc. 2010 Stock Incentive Plan. |
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S-1/A |
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333-165988 |
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10.3 |
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June 29, 2010 |
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99.2 |
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Form of Nonstatutory Stock Option Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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S-1/A |
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333-165988 |
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10.4 |
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June 29, 2010 |
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99.3 |
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Form of Nonstatutory Stock Option Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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S-1/A |
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333-165988 |
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10.5 |
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June 29, 2010 |
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99.4 |
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Form of Performance Stock Option Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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S-1/A |
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333-165988 |
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10.6 |
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June 29, 2010 |
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99.5 |
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Form of Performance Stock Option Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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S-1/A |
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333-165988 |
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10.7 |
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June 29, 2010 |
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99.6 |
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Form of Stock Unit Agreement for the 2010 Stock Incentive Plan for the non-employee directors. |
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S-1/A |
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333-165988 |
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10.8 |
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June 29, 2010 |
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99.7 |
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Form of Stock Unit Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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10-K |
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333-165988 |
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10.46 |
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June 10, 2011 |
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99.8 |
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Form of Performance Stock Unit Agreement for the 2010 Stock Incentive Plan for the executive officers. |
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8-K |
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001-34818 |
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10.1 |
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June 11, 2013 |
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99.9 |
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Form of Performance Stock Unit Agreement for the 2010 Stock Incentive Plan for the Chief Executive Officer. |
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8-K |
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001-34818 |
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10.2 |
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June 26, 2013 |
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5
Exhibit 5.1
![](g136211kki001.jpg)
C. Thomas Hopkins
T: +1 310-883-6417
thopkins@cooley.com
June 11, 2015
RealD Inc.
100 N. Crescent Drive, Suite 200
Beverly Hills, CA 90210
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by RealD Inc., a Delaware corporation (the Company), of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 2,012,778 shares of the Companys common stock, par value $0.0001 (the Shares), which may be issued pursuant to awards under the Companys 2010 Stock Incentive Plan, as restated (the 2010 Plan).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the 2010 Plan, (c) the Companys Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, each as currently in effect, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies; and the accuracy, completeness and authenticity of certificates of public officials.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2010 Plan and the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: |
/s/ C. Thomas Hopkins |
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C. Thomas Hopkins |
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1033 2ND STREET, SUITE 400, SANTA MONICA, CA 90401 T: (310) 883-6400 F: (310) 883-6500 WWW.COOLEY.COM
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 2,012,778 additional shares of common stock to be available for issuance under the 2010 Stock Incentive Plan, as restated, of RealD Inc. of our reports dated June 4, 2014, with respect to the consolidated financial statements and schedule of RealD Inc. and the effectiveness of internal control over financial reporting of RealD Inc. included in its Annual Report (Form 10-K) for the year ended March 31, 2014, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP |
Los Angeles, California |
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June 11, 2015 |
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