Mail Stop 4-6
May 26, 2005
Mr. Robert Kimball
Vice President, Legal and Business Affairs,
General Counsel and Corporate Secretary
RealNetworks, Inc.
12601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
Re: RealNetworks, Inc.
Post-effective Amendment No. 3 to
Registration Statement on Form S-3 filed May 6, 2005
File No. 333-108777
Form 10-K for the year ended December 31, 2004
Form 10-Q for the quarter ended March 31, 2005
File No. 0-23137
Dear Mr. Kimball:
This is to advise you that we have limited our review of the
above registration statement and periodic filings to the matters
addressed in the comments below. No further review of the
registration statement and periodic filings has been or will be
made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act has been
included.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3 filed May 6, 2005
Where You Can Find More Information
1. We note that subsequent to your filing of this post-effective
amendment you filed a Form 8-K on May 11, 2005 and your Form 10-Q
for
the quarter ended March 31, 2005. Please revise to incorporate by
reference these filings. We are aware of H.69 of our July 1997
Manual of Publicly Available Telephone Interpretations. However,
your filing does not appear to contain text contemplated by this
interpretation.
Form 10-K for the year ended December 31, 2004
Item 9A. Controls and Procedures
2. We note your qualifying statement in the last paragraph of this
section. Please tell us whether your disclosure controls and
procedures are designed to provide reasonable assurance of
achieving
their objectives and whether your principal executive officer and
principal financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the qualification of your disclosure
controls
and procedures. Please refer to Section II.F.4 of Release No. 33-
8238 for additional guidance.
3. We note your disclosure that "there were no significant changes
in
[your] internal controls." Please note that Item 308 of
Regulation
S-K requires the disclosure of "any" change in your internal
controls
that occurred during your last fiscal quarter that has "materially
affected, or is reasonably likely to materially affect," your
internal controls. Please advise us whether there were any
changes
in your internal controls during the quarter ended December 31,
2004
required to be disclosed under Item 308.
Form 10-Q for the quarter ended March 31, 2005
Item 4. Controls and Procedures
4. Your disclosure suggests that your disclosure controls and
procedures are effective, but only to the extent that information
required to be disclosed is recorded, processed, summarized and
reported within the time periods specified by the Commission`s
rules
and forms. This text does not address the effectiveness of your
disclosure controls and procedures with respect to whether
information required to be disclosed by you in the reports that
you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your principal executive and
principal
financial officers, to allow timely decisions regarding required
disclosure. Please confirm whether your disclosure controls and
procedures are effective with respect to the foregoing
requirement.
Please see Rule 13a-15(e) of the Exchange Act for additional
guidance.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Prior to our declaration of the effective date of the
pending
post-effective amendment pursuant to Section 8(c) of the
Securities
Act, the company should furnish a letter acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3462 or Barbara Jacobs, Assistant Director, at (202)
551-
3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Patrick J. Schultheis, Esq.
Christian E. Montegut, Esq.
Wilson Sonsini Goodrich & Rosati
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104
Telephone: (206) 883-2500
Facsimile: (206) 883-2699