(WILSON SONSINI GOODRICH & ROSATI LOGO) 701 Fifth Avenue, Suite 5100
Seattle, WA 98104-7036
PHONE 206.883.2500
FAX 206.883.2699
WWW.WSGR.COM
June 27, 2005
VIA EDGAR
United States Securities and Exchange Commission
Office of Computers and Online Services
Division of Corporate Finance
Washington, D.C. 20549
Attn: Daniel Lee
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
Ladies and Gentlemen:
On behalf of RealNetworks, Inc. (the "COMPANY"), we are submitting this
letter to you in response to your letter of May 26, 2005, which letter set forth
comments of the Staff of the Securities and Exchange Commission (the "STAFF" of
the "COMMISSION") regarding the registration statement filed by the Company with
the Commission on May 6, 2005 with the file number set forth above (the
"REGISTRATION STATEMENT"). This letter sets forth the Company's responses to the
Staff's comments.
On behalf of the Company, we are also electronically transmitting a
conformed copy of Post Effective Amendment No. 4 (the "AMENDMENT") to the
Registration Statement, which effects certain modifications to the Registration
Statement in response to the Staff's comments, as indicated below.
For your convenience, we have numbered and restated in italics each
comment to correspond to the numbering in the Staff's comment letter. In
addition, we are providing via
PALO ALTO AUSTIN NEW YORK RESTON SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE
(WILSON SONSINI GOODRICH & ROSATI LOGO)
U.S. Securities and Exchange Commission
June 27, 2005
Page 2
express delivery three sets of the following materials: (1) a hard copy of the
Amendment, (ii) a hard copy of the Amendment marked to show changes from the
Registration Statement, and (iii) a hard copy 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.
RESPONSE: In response to the Staff's comment, the Company has
revised the text of the Amendment to clearly indicate that the
language contemplating Staff Telephone Interpretation H-69 is
included with reference to a post effective amendment rather than
an initial filing of a registration statement. The Company has
also added to the incorporation by reference section explicit
references to the filings on Form 8-K and Form 10-Q referred to in
the Staff's comment.
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.
RESPONSE: In response to the Staff's comment, the Company hereby
confirms for the Staff that, as of December 31, 2004, its
disclosure controls and procedures were designed to provide
reasonable assurance of achieving their objectives and the
Company's principal executive officer and principal financial
officer concluded that the Company's disclosure controls and
procedures were as of December 31, 2004 effective at that
reasonable assurance level.
(WILSON SONSINI GOODRICH & ROSATI LOGO)
U.S. Securities and Exchange Commission
June 27, 2005
Page 3
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.
RESPONSE: In response to the Staff's comment, the Company hereby
advises the Staff that there were no changes in the Company's
internal controls during the quarter ended December 31, 2004 that
materially affected, or were reasonably likely to materially
affect, our controls over financial reporting, as required to be
disclosed under Item 308 of Regulation S-K.
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 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.
RESPONSE: In response to the Staff's comment, the Company hereby
confirms for the Staff that, as of March 31, 2005, its disclosure
controls and procedures were effective to provide reasonable
assurance that information the Company is required to disclose in
reports that the Company files or submits under the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its chief executive officer and chief
financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
(WILSON SONSINI GOODRICH & ROSATI LOGO)
U.S. Securities and Exchange Commission
June 27, 2005
Page 4
The Company further undertakes in its future filings on Forms 10-Q and
10-K to be mindful of the Staff's guidance in its comments relating to
disclosure pursuant to Item 9A of Form 10-K and Item 4 of Form 10-Q.
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Please direct any questions or comments regarding this filing to the
undersigned via facsimile at (206) 883-2699 or by telephone at (206) 883-2500.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation
/s/ Christian E. Montegut
Christian E. Montegut
cc: REALNETWORKS, INC.
Robert Kimball
Tracy Daw
Laurie Blain