-----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, KQal0Q4KZTfuO4XxVs4BgcZcgljkIk87V9ySKvslyk2lLv93QtDarHyO9dcYhHYJ icoHEYzcRzaztWWbkthEoQ== 0000891020-05-000254.txt : 20050920 0000891020-05-000254.hdr.sgml : 20050920 20050920163556 ACCESSION NUMBER: 0000891020-05-000254 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050920 DATE AS OF CHANGE: 20050920 EFFECTIVENESS DATE: 20050920 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-102429 FILM NUMBER: 051093878 BUSINESS ADDRESS: STREET 1: 2601 ELLIOTT AVENUE STREET 2: STE 1000 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2066742700 MAIL ADDRESS: STREET 1: 2601 ELLIOTT AVENUE STREET 2: STE 1000 CITY: SEATTLE STATE: WA ZIP: 98121 S-8 POS 1 v12734sv8pos.htm FORM S-8 POST-EFFECTIVE AMENDMENT sv8pos
 

As filed with the Securities and Exchange Commission on September 20, 2005

Registration No. 333-102429
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

 
REALNETWORKS, INC.
(Exact name of Registrant as specified in its charter)
     
Washington
(State or other jurisdiction of incorporation or organization) 		  91-1628146
(I.R.S. Employer Identification No.)
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)
REALNETWORKS, INC. 2002 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Roy B. Goodman
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
701 Fifth Avenue, Suite 5100
Seattle, WA 98104-7036
(206) 883-2500
 
 

 

 

EXPLANATORY STATEMENT
     This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-8 (Commission File No. 333-102429), filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2003 (the “Prior Registration Statement”) by RealNetworks, Inc. (the “Registrant”) relating to 750,000 shares of common stock of the Registrant reserved for issuance under the RealNetworks, Inc. 2002 Director Stock Option Plan (the “2002 Plan”).
     On June 9, 2005, the Registrant’s shareholders approved the RealNetworks, Inc. 2005 Stock Incentive Plan (the “2005 Plan”), and the 2002 Plan was terminated. Under the terms of the 2005 Plan, 205,000 shares of common stock that were previously authorized but unissued under the 2002 Plan became available for future awards under the 2005 Plan (the “Unissued Shares”). The Unissued Shares were registered in a Registration Statement on Form S-8 relating to the 2005 Plan and filed with the SEC on September 20, 2005.
     Pursuant to the undertakings contained in Item 9 of the Prior Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to deregister all securities previously registered under the Prior Registration Statement that remain unissued.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on September 20, 2005.
         
  REALNETWORKS, INC.
 		  
  By:   /s/ Robert Glaser    
    Robert Glaser   
    Chairman of the Board and Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated below on the 20 day of September, 2005.
     
Signature   Title
 
    
/s/ Robert Glaser
 
Robert Glaser
  Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
 
    
/s/ Roy B. Goodman
 
Roy B. Goodman
  Senior Vice President, Finance and Operations, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
 
    
/s/ Eric A. Benhamou
  Director
 
    
Eric A. Benhamou
    
 
    
/s/ Edward Bleier
  Director
 
    
Edward Bleier
    
 
    
/s/ James W. Breyer
  Director
 
    
James W. Breyer
    
 
    
/s/ Jeremy Jaech
  Director
 
    
Jeremy Jaech
    
 
    
 
  Director
 
    
Jonathan D. Klein
    
 
    
/s/ Kalpana Raina
  Director
 
    
Kalpana Raina
    

 

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