AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
REALNETWORKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 91-1628146
(State or other jurisdiction of incorporation or organization) (I.R.S. EMPLOYER IDENTIFICATION NO.)
1111 Third Avenue, Suite 2900
SEATTLE, WASHINGTON 98101
(206) 674-2700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
REALNETWORKS, INC. 1995 STOCK OPTION PLAN
REALNETWORKS, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
ROBERT GLASER
CHIEF EXECUTIVE OFFICER
1111 THIRD AVENUE, SUITE 2900
SEATTLE, WASHINGTON 98101
(206) 674-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
______________________
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.001 per
share:
1995 Stock Option Plan 1,021,848 $18,423,919 $5,435
___________ _____________ _____________
Amended and Restated 11,528,810 $207,864,444 $61,320
1996 Stock Option Plan ___________ ______________ _____________
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(1) Plus (i) an indeterminate number of shares of Common Stock that may become
issuable under the RealNetworks, Inc. 1995 Stock Option Plan (the "1995
Plan") and the RealNetworks, Inc. Amended and Restated 1996 Stock Option
Plan (the "1996 Plan"), as a result of the adjustment provisions therein,
and (ii) if any interests in the Plan constitute separate securities
required to be registered under the Securities Act of 1933, as amended,
then, pursuant to Rule 416(c), an indeterminate amount of such interests to
be offered or sold pursuant to the 1995 Plan and the 1996 Plan.
(2) Computed pursuant to Rule 457(c) and (h) based on the average of the high
and low sale prices for the Common Stock reported by the Nasdaq National
Market on September 11, 1998, which was $18.03.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated in this Registration
Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed by the Registrant with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997; and
(c) The description of the Registrant's Common Stock set forth in the
Registration Statement on Form 8-A filed by the Registrant with the Securities
and Exchange Commission on September 26, 1997, under Section 12(g) of the
Exchange Act.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all of the securities offered hereby have been sold or
which deregisters all of the securities covered hereby then remaining unsold,
shall also be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed.
Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Shares is being passed upon for the Registrant by
Graham & James LLP/Riddell Williams, P.S., 1001 Fourth Avenue Plaza, Suite 4500,
Seattle, Washington 98154, which serves as the Registrant's outside general
counsel. Members of, lawyers of counsel to, and associates performing services
for the Registrant in connection with their employment by, Graham & James
LLP/Riddell Williams P.S. directly or indirectly beneficially own 1,820 shares
of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Amended and Restated Articles of Incorporation (the
"Articles") contain provisions entitling directors and executive officers to be
indemnified by the Registrant against claims arising out of their actions in
such capacities to the fullest extent permitted by law, and the Registrant has
entered into Indemnification Agreements with each of its directors and executive
officers that contractually entitle such persons to similar protection. In
addition, the Articles contain provisions limiting the personal liability of
directors to the Registrant or its shareholders to the fullest extent permitted
by law. The Registrant has also secured insurance on behalf of its executive
officers and directors for certain liabilities arising out of their actions in
such capacities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Graham & James LLP/Riddell Williams P.S.
23.1 Consent of Graham & James LLP/Riddell Williams P.S. (included in opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
99.1 RealNetworks, Inc. 1995 Stock Option Plan
99.2 RealNetworks, Inc. Amended and Restated 1996 Stock Option Plan
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefits
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 Seattle, State of Washington, on September 11, 1998.
REALNETWORKS, INC.
By: /s/ Robert Glaser
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Robert Glaser
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Robert Glaser and Bruce Jacobsen, and each of them severally, as such person's
attorneys-in-fact, with full power of substitution and resubstitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on September 11, 1998.
SIGNATURE TITLE DATE
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/s/ Robert Glaser Chairman of the Board and Chief Executive Officer September 11, 1998
- -------------------------------- (Principal Executive Officer)
Robert Glaser
/s/ Paul Bialek Senior Vice President, Finance & Operations and Chief September 11, 1998
- -------------------------------- Financial Officer
Paul Bialek (Principal Financial Officer)
/s/ Keith Adams Controller (Principal Accounting Officer) September 11, 1998
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Keith Adams
- -------------------------------- President, Chief Operating Officer and Director
Bruce Jacobsen
/s/ James W. Breyer Director September 11, 1998
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James W. Breyer
/s/ Mitchell Kapor Director September 11, 1998
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Mitchell Kapor
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Graham & James LLP/Riddell Williams P.S.
23.1 Consent of Graham & James LLP/Riddell Williams P.S. (included in opinion filed as Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
99.1 RealNetworks, Inc. 1995 Stock Option Plan
99.2 RealNetworks, Inc. Amended and Restated 1996 Stock Option Plan