As filed with the Securities and Exchange Commission on August 26, 1999 Registration No. 333-83939 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ POST-EFFECTIVE AMENDMENT NO. 1 To Form S-3 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 (I.R.S. Employer incorporation or organization) Identification Number) 2601 Elliott Avenue, Suite 1000 Seattle, Washington 98121 (206) 674-2700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Paul Bialek Senior Vice President - Finance and Operations and Chief Financial Officer RealNetworks, Inc. 2601 Elliott Avenue Seattle, Washington 98144 (206) 674-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________ Copies of all communications should be sent to: Scott L. Gelband Perkins Coie LLP 1201 Third Avenue, 40th Floor Seattle, Washington 98101-3099 (206) 583-8888 _____________ Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the effective date hereof If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]____________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ================================================================================ DEREGISTRATION OF SECURITIES On July 28, 1999, RealNetworks, Inc. filed a registration statement on Form S-3 (No. 333-83939) (the "Form S-3") which registered 26,666 shares of its common stock for resale from time to time. The Form S-3 was declared effective by the Commission on August 10, 1999. This Post-Effective Amendment No. 1 to the Form S-3 deregisters all of the shares of common stock that remain unsold hereunder as of the date hereof. [The remainder of this page is intentionally left blank.] 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-3 and has duly caused this Post- Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington on August 26, 1999. REALNETWORKS, INC. By: /s/ Paul Bialek ---------------------------------- Paul Bialek Senior Vice President - Finance and Operations and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Robert Glaser Chief Executive Officer, Chairman of the August 26, 1999 - --------------------------------- Board and Treasurer *Robert Glaser (Principal Executive Officer) /s/ Paul Bialek Senior Vice President - Finance and Operations August 26, 1999 - --------------------------------- and Chief Financial Officer Paul Bialek (Principal Financial and Accounting Officer) *Edward Bleier Director August 26, 1999 - --------------------------------- Edward Bleier *James Breyer Director August 26, 1999 - --------------------------------- James Breyer *Bruce Jacobsen Director August 26, 1999 - --------------------------------- Bruce Jacobsen *Mitchell Kapor Director August 26, 1999 - --------------------------------- Mitchell Kapor *By: /s/ Paul Bialek August 26, 1999 ------------------------------------ Paul Bialek Attorney-in-Fact