1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2001
REGISTRATION NO. 333-96423
================================================================================
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 Identification
incorporation or organization) 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,
CHIEF FINANCIAL OFFICER AND TREASURER
REALNETWORKS, INC.
2601 ELLIOTT AVENUE, SUITE 1000
SEATTLE, WASHINGTON 98121
(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:
PATRICK J. SCHULTHEIS, ESQ.
CHRISTIAN E. MONTEGUT, ESQ.
WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION
5300 CARILLON POINT
KIRKLAND, WA 98033-7356
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. [ ]
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. [ ]
================================================================================
2
DEREGISTRATION OF SECURITIES
On February 8, 2000, RealNetworks, Inc. filed a registration statement on
Form S-3 (No. 333-96423) (the "Form S-3") which registered 1,449,279 shares of
its common stock for resale from time to time. The Form S-3 was declared
effective by the Commission on February 14, 2000.
The Registration Statement was filed in order to register shares of the
RealNetworks' common stock issued to the former shareholders of NetZip, Inc.,
which was acquired by RealNetworks on January 25, 2000. Based on the records of
RealNetworks' transfer agent, the selling shareholders resold 981,087 of the
1,449,279 shares registered under the Registration Statement.
In accordance with the undertaking contained in the registration
statement pursuant to item 512(a)(3) of Regulation S-K, RealNetworks
respectfully requests that the Commission remove from registration a total of
468,192 shares which remain unsold under the Registration Statement.
RealNetworks is requesting the removal from registration of these shares as its
obligation to maintain the effectiveness of the Registration Statement pursuant
to the registration rights agreements between the Company and the former
shareholders of NetZip, Inc. expired on February 14, 2001.
Accordingly, RealNetworks hereby de-registers 468,192 shares of its
common stock registered pursuant to the Registration Statement remaining unsold
thereunder.
[The remainder of this page is intentionally left blank.]
3
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 June 1, 2001.
REALNETWORKS, INC.
By: /s/ Paul Bialek
-------------------------------------
Paul Bialek
Senior Vice President - Finance and
Operations, Chief Financial Officer
and Treasurer
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 and Chairman of the Board June 1, 2001
- --------------------------------- (Principal Executive Officer)
Robert Glaser
/s/ Paul Bialek
- --------------------------------- Senior Vice President - Finance and Operations, June 1, 2001
Paul Bialek Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
*Edward Bleier Director June 1, 2001
- ---------------------------------
Edward Bleier
*James W. Breyer Director June 1, 2001
- ---------------------------------
James W. Breyer
*Bruce Jacobsen Director June 1, 2001
- ---------------------------------
Bruce Jacobsen
*Mitchell Kapor Director June 1, 2001
- ---------------------------------
Mitchell Kapor
*By: /s/ Paul Bialek June 1, 2001
-----------------------------
Paul Bialek
Attorney-in-Fact