As filed with the Securities and Exchange Commission on December 23, 2022
Registration No. 333-42579
333-53127
333-63333
333-128444
333-147279
333-172871
333-199898
333-249671
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO 1.
TO:
FORM S-8 REGISTRATION STATEMENT (NO. 333-42579)
FORM S-8 REGISTRATION STATEMENT (NO. 333-53127)
FORM S-8 REGISTRATION STATEMENT (NO. 333-63333)
FORM S-8 REGISTRATION STATEMENT (NO. 333-128444)
FORM S-8 REGISTRATION STATEMENT (NO. 333-147279)
FORM S-8 REGISTRATION STATEMENT (NO. 333-172871)
FORM S-8 REGISTRATION STATEMENT (NO. 333-199898)
FORM S-8 REGISTRATION STATEMENT (NO. 333-249671)
UNDER
THE SECURITIES ACT OF 1933
RealNetworks, Inc.
(RealNetworks LLC as successor by merger to RealNetworks, Inc.)
(Exact name of Registrant as specified in its charter)
Washington | 35-2775162 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1501 First Avenue South, Suite 600
Seattle, Washington 98134
(Address of principal executive offices, including zip code)
1998 Employee Stock Purchase Plan
Vivo Software, Inc. 1993 Equity Incentive Plan, as amended
RealNetworks, Inc. 1995 Stock Option Plan
RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated
RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and restated
RealNetworks, Inc. 2007 Employee Stock Purchase Plan
RealNetworks, Inc. 2020 Inducement Equity Plan
(Full title of the plan)
Robert Glaser
Chief Executive Officer
1501 First Avenue South, Suite 600
Seattle, Washington 98134
(206) 674-2700
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Trenton Dykes
Andrew Ledbetter
DLA Piper LLP (US)
701 Fifth Avenue, Suite 6900
Seattle, Washington 98104
(206) 839-4800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following registration statements of RealNetworks, Inc. (the “Company”), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (collectively, the “Registration Statements”):
File No. | Date Originally with the SEC | Name of Equity Plan or Agreement | Shares of Common Stock | |||||
333-42579 | 12/18/1997 | 1998 Employee Stock Purchase Plan | 1,000,000 | |||||
333-53127 | 05/20/1998 | Vivo Software, Inc. 1993 Equity Incentive Plan, as Amended | 45,751 | |||||
333-63333 | 09/14/1998 | RealNetworks, Inc. 1995 Stock Option Plan | 1,021,848 | |||||
RealNetworks, Inc. Amended and Restated 1996 Stock Option Plan | 11,528,810 | |||||||
333-128444 | 09/20/2005 | RealNetworks, Inc. 2005 Stock Incentive Plan | 18,500,000 | |||||
333-147279 | 11/09/2007 | RealNetworks, Inc. 2005 Stock Incentive Plan, as Amended and Restated | 12,040,717 | |||||
RealNetworks, Inc. 2007 Employee Stock Purchase Plan | 1,500,000 | |||||||
333-172871 | 03/16/2011 | RealNetworks, Inc. 2007 Employee Stock Purchase Plan | 2,000,000 | |||||
333-199898 | 11/06/2014 | RealNetworks, Inc. 2005 Stock Incentive Plan, as Amended and Restated | 5,000,000 | |||||
333-249671 | 10/26/2020 | RealNetworks, Inc. 2020 Inducement Equity Incentive Plan | 2,500,000 |
On July 27, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Greater Heights LLC, a Washington limited liability company (“Parent”), Greater Heights Acquisition LLC, a Washington limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and, exclusively for purposes specified in the Merger Agreement, Robert Glaser, an individual resident of Washington (“Parent Guarantor”). Pursuant to the Merger Agreement, on December 21, 2022, Merger Sub merged with and into the Company, and the Merger Sub continued as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”), under the name “RealNetworks LLC”.
As a result of the Merger, as of the date hereof, any and all offerings of securities of the Company registered pursuant to its existing registration statements, including the Registration Statements, have been terminated. Accordingly, pursuant to the undertakings contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered that remain unsold at the termination of the offerings, Merger Sub, as successor to the Company, is filing these Post-Effective Amendments to the Registration Statements to deregister, and does hereby remove from registration, all the securities registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the registrant has duly caused these Post-Effective Amendments to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on December 23, 2022.
REALNETWORKS LLC (as successor by merger to RealNetworks, Inc.) | ||
By: | /s/ Robert Glaser | |
Robert Glaser | ||
Manager |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.