1
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): DECEMBER 29, 2000
REALNETWORKS, INC.
(Exact name of registrant as specified in charter)
WASHINGTON
(State or other jurisdiction of incorporation)
0-23137
(Commission File Number)
91-1628146
(IRS Employer Identification No.)
2601 ELLIOTT AVENUE, SUITE 1000, SEATTLE, WA 98121
(Address of principal executive offices) (Zip Code)
(206) 674-2700
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 29, 2000, the Registrant, RealNetworks, Inc., a Washington
corporation ("RealNetworks"), consummated its acquisition of Aegisoft Corp., a
Delaware corporation ("Aegisoft"). The transaction was closed pursuant to the
Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated
December 29, 2000 by and among RealNetworks, Aegisoft, McKinley Acquisition
Corp., a Delaware corporation ("Merger Sub"), certain stockholders of Aegisoft,
Ji Shen, as Stockholder Representative, and with respect to Article VI and
Article VIII only, Mellon Investor Services LLC, as Escrow Agent (as defined in
the Merger Agreement). The transaction will be accounted for under the purchase
method of accounting. A copy of the Merger Agreement is filed as Exhibit 2.1 to
this current report. The description of the Merger Agreement set forth herein
does not purport to be complete and is qualified in its entirety by the
provisions of the Merger Agreement. As a result of the transaction, Aegisoft
became a wholly owned subsidiary of RealNetworks.
The consideration paid to the former equityholders of Aegisoft for all
of the outstanding common and preferred stock of Aegisoft and all rights to
acquire common or preferred stock of Aegisoft as of the date of consummation
consisted of approximately 1,221,305 shares of RealNetworks common stock (the
"Merger Consideration"). In addition, the former equityholders of Aegisoft have
the right to receive up to an additional 300,000 shares of RealNetworks common
stock on the six-month anniversary of the consummation of the merger based on
the value of RealNetworks common stock on such six-month anniversary and the
satisfaction of certain other conditions. The amount of the consideration issued
to the former equityholders of Aegisoft was determined by arms-length
negotiation between the parties. Approximately 15% (183,196 shares of
RealNetworks Common Stock) of the Merger Consideration was placed in escrow on
behalf of the stockholders to secure certain indemnification obligations for a
period of 18 months.
Aegisoft's assets consist of intellectual property, property and
equipment, and other tangible and intangible assets which are used in the
business of developing secure media delivery software.
-2-
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The required financial statements shall be filed by amendment to
this Form 8-K no later than 60 days after this initial report is
required to be filed.
(b) Pro Forma Financial Information.
The required financial statements shall be filed by amendment to
this Form 8-K no later than 60 days after this initial report is
required to be filed.
(c) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger and Reorganization
dated as of December 29, 2000 among RealNetworks,
Inc., McKinley Acquisition Corp., Aegisoft
Corp., certain stockholders of Aegisoft Corp., Ji
Shen, as Stockholder Representative, and with
respect to Article VI and Article VIII only, Mellon
Investor Services LLC, as Escrow Agent. (Schedules
and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The Registrant
undertakes to furnish supplementally copies of any
of the omitted schedules and exhibits upon request
by the Securities and Exchange Commission).
-3-
4
SIGNATURE
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.
REALNETWORKS, INC.
By: /s/ Paul Bialek
---------------------------------------
Paul Bialek
Senior Vice President, Finance &
Operations and Chief Financial Officer
Dated: January 12, 2001
-4-
5
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger and Reorganization
dated as of December 29, 2000 among
RealNetworks, Inc., McKinley Acquisition Corp.,
Aegisoft Corp., certain stockholders of Aegisoft
Corp., Ji Shen, as Stockholder Representative, and
with respect to Article VI and Article VIII only,
Mellon Investor Services LLC, as Escrow Agent
-5-