-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KvYr+Ndpn/Z3glar7Xi9rG+eH7FHNCU0lS3InlG9pGPoRql4hki/mgypB5DAsMVu +rlpPi6ZxWbiPZLQBCkJWg== 0000891020-98-001795.txt : 19981222 0000891020-98-001795.hdr.sgml : 19981222 ACCESSION NUMBER: 0000891020-98-001795 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981204 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALNETWORKS INC CENTRAL INDEX KEY: 0001046327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 911628146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23137 FILM NUMBER: 98772816 BUSINESS ADDRESS: STREET 1: 1111 THIRD AVE STREET 2: STE 2900 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066742700 MAIL ADDRESS: STREET 1: 1111 THIRD AVE STREET 2: STE 2900 CITY: SEATTLE STATE: WA ZIP: 98101 8-K 1 FORM 8-K FOR PERIOD ENDED DECEMBER 4, 1998 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 4, 1998 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.) 1111 THIRD AVENUE, SUITE 2900, SEATTLE, WA 98101 (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 5. OTHER EVENTS. On October 16, 1998, the Board of Directors of RealNetworks, Inc. (the "Company") declared a dividend of one preferred share purchase right (each a "Right") for each outstanding share of common stock of the Company payable to all shareholders of record on December 14, 1998. Prior to the Distribution Date (as defined below), the Rights are evidenced by and trade only with the common stock certificates. The Rights will separate from the common stock and become exercisable and separately transferable from the common stock following (a) the first date of public announcement that a person has acquired 15% (an "Acquiring Person") or more of the Company's outstanding common stock or (b) the tenth day (or such later date as may be determined by the Board of Directors) after a person or group announces a tender or exchange offer (other than certain board approved transactions), the consummation of which would result in ownership by a person or group of 15% or more of the Company's outstanding common stock (the earlier to occur of (a) and (b) being referred to as the "Distribution Date"). After the Distribution Date, each Right will entitle the holder to purchase for $150.00 (the "Exercise Price"), a fraction of a share of the Company's Series A Preferred Stock with economic terms similar to that of one share of the Company's common stock. In the event a person becomes an Acquiring Person, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, upon payment of the Exercise Price, a number of shares of the Company's common stock having a then current market value of twice the Exercise Price. If, after an Acquiring Person obtains 15% or more of the Company's common stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% or more of the Company's assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates or associates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of common stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. At any time after the date an Acquiring Person obtains 15% or more of the Company's common stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding common stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of common stock of the Company at an exchange ratio of one share of common stock per Right (subject to certain equitable adjustments). Rights will be redeemable at the Company's option for $0.01 per Right at any time on or prior to the earlier to occur of (i) the date a person publicly announces that they have become and Acquiring Person, and (ii) the final expiration of the Rights. -2- 3 The Rights expire on the earliest of (a) December 4, 2008, (b) exchange or redemption of the Rights as described above, or (c) certain other limited circumstances described in the Shareholder Rights Plan. The foregoing brief summary of the terms and conditions of the Rights is qualified in its entirety by reference to Item 1 of the Company's Form 8-A12G ("Form 8-A") filed with the Securities and Exchange Commission on December 14, 1998 and the Rights Agreement (including the exhibits) attached as an exhibit to the Form 8-A, both of which are incorporated by reference herein and made a part hereof. Please also refer to the press release filed as Exhibit 99.1 to this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits
Exhibit Number Description -------------- ----------- 4.1 Shareholder Rights Plan dated as of December 4, 1998 between RealNetworks, Inc. and ChaseMellon Shareholder Services, L.L.C., incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A12G filed with the Securities and Exchange Commission on December 14, 1998 99.1 Press Release dated December 11, 1998
-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/ Robert Glaser ------------------------------- Robert Glaser Chairman of the Board and Chief Executive Officer Dated: December 21, 1998 -4- 5 EXHIBIT INDEX
Exhibit Number Description -------------- ----------- 4.1 Shareholder Rights Plan dated as of December 4, 1998 between RealNetworks, Inc. and ChaseMellon Shareholder Services, L.L.C., incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A12G filed with the Securities and Exchange Commission on December 14, 1998 99.1 Press Release dated December 11, 1998
-5- EX-99.1 2 PRESS RELEASE DATED DECEMBER 11, 1998 1 EXHIBIT 99.1 REALNETWORKS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN SEATTLE, December 11, 1998 -- RealNetworks, Inc. (the "Company") (Nasdaq: "RNWK"), the recognized leader in streaming media, today announced that its Board of Directors has adopted a shareholder rights plan designed to enable the Company's shareholders to realize the full value of their investment and to provide for fair and equal treatment for all shareholders in the event that an unsolicited attempt is made to acquire the Company. "The Rights Plan should enhance the board's ability to protect shareholder interests if the Company is ever faced with a coercive or unfair takeover. It is intended as a means to guard against abusive takeover tactics and is being adopted as part of prudent corporate governance," said Rob Glaser, Chairman and Chief Executive Officer. Terms of the Rights Plan provide for a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock to holders of record at the close of business on December 14, 1998. Each Right will entitle shareholders to buy 1/1000th of a share of the Company's Series A Preferred Stock at an exercise price of $150.00. Initially, the Rights will not be exercisable and will trade with RealNetworks' common stock. The Rights will become exercisable if an acquiring party accumulates 15% or more of the Company's common stock, or if a party announces an offer to acquire 15% or more of the Company's common stock. The Rights will expire on December 4, 2008, unless earlier redeemed by the Company. The Company will be entitled to redeem the Rights at $.01 per Right at any time on or before an acquiring party accumulates 15% or more of the Company's common stock, and in certain circumstances may redeem the Rights to permit transactions where all of the Company's shareholders are treated equally. The Rights are designed to assure that the Company's shareholders are treated equitably in the event of any proposed takeover of the Company and to guard against partial or two-tiered tender offers and other coercive tactics that can be designed to gain control of the Company without paying all shareholders the fair value for their shares, including a "control premium." The Rights may increase the Company's ability to negotiate with would be acquirors to maximize shareholder value. The Company will mail to each shareholder a summary of the terms and conditions of the Rights within approximately two weeks after December 14, 1998. Further details of the terms and conditions of the Rights will be set forth in a letter that will be mailed to all the Company's shareholders. 2 ABOUT REALNETWORKS RealNetworks, Inc. (Nasdaq: "RNWK"), based in Seattle, WA, is the recognized leader in the streaming media market. It develops and markets software products and services designed to enable users of personal computers and other consumer electronic devices to send and receive audio, video and other multimedia services using the Web. RealNetworks can be found on the World Wide Web at www.real.com. -2- -----END PRIVACY-ENHANCED MESSAGE-----