8-K

UNITED STATES

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) November 4, 2015

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-23137	91-1628146
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

Registrant's telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD.

Included as Exhibit 99.1 to this report is the RealNetworks press release dated November 5, 2015 announcing the company’s collaboration with Verizon. Included as Exhibit 99.2 to this report is the email communication sent to RealNetworks employees on November 5, 2015 in connection with the reduction in force described under Item 8.01 herein.

Item 8.01. Other Events.

On November 4, 2015, RealNetworks, Inc. commenced the elimination of approximately 60 positions worldwide, or approximately 10% of its worldwide employee base, in connection with a pivot in strategy for its RealTimes product that is expected to include more relationships with mobile carriers and other distribution partners, and in furtherance of its previously disclosed efforts to reduce operating expenses. RealNetworks recorded $2.3 million in charges associated with this reduction in force in the quarter ended September 30, 2015.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

Exhibit No.	Description
99.1	Press Release of RealNetworks, Inc. dated November 5, 2015
99.2	Email communication to RealNetworks employees dated November 5, 2015

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/ Michael Parham
	Michael Parham
	Senior Vice President, General Counsel and Corporate Secretary

Dated: November 5, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of RealNetworks, Inc. dated November 5, 2015
99.2	Email communication to RealNetworks employees dated November 5, 2015

EX-99.1

Exhibit 99.1

REALNETWORKS TEAMS UP WITH VERIZON

Leader in multimedia stories brings innovative digital photo and video experience to Verizon Cloud users

SEATTLE, November 5, 2015 -- RealNetworks® (NASDAQ: RNWK), the leader in video, announced today that it is collaborating with Verizon (NYSE, NASDAQ: VZ) to allow the mobile carrier to offer its customers the ability to easily share, transfer and create digital memories with RealNetworks’ newest video app, RealTimes®. Under the terms of the agreement, RealTimes will be available to millions of Verizon Android and iOS Verizon Cloud users beginning today.

RealTimes, initially released in May 2015, solves two of the biggest problems consumers face today: too many photos and videos, and not enough time to organize and share them. RealTimes automatically picks the best moments from a consumer’s photo and video camera roll - that big soccer goal or baby’s first birthday - and automatically and instantly creates an engaging RealTimes Story. Users can customize RealTimes Stories by rearranging clips and photos, changing the duration, and adding filters and personal soundtracks. RealTimes Stories are fun to watch and can easily be shared - recipients don’t even need the app to view the Stories.

“The tide is turning in how consumers engage with multimedia stories,” said Mike Mulica, President of Worldwide Sales and Business Development at RealNetworks. “With smartphones increasingly becoming the camera of choice, consumers simply don’t have the time to manually organize, edit and share their massive collection of digital photos and videos. Our collaboration with Verizon underscores the need for mobile carriers to deliver the highest quality video and photo experiences to consumers everywhere. This is the first of many initiatives that we anticipate as we seek to make RealTimes broadly available to mobile carriers around the world.”

RealTimes will come integrated in the Verizon Cloud. When opening the Verizon Cloud app, users will see a tab within “Photos and Videos” titled “Stories” in which they can click and begin to create their own personal montages with the RealTimes app. They will also have their photos and videos from their camera roll organized into “Smart Albums” - albums automatically created based on events and locations of where and when the photos were taken. Since Stories and Smart Albums will be stored in the Verizon Cloud users can access them anytime and anywhere.

In addition to RealTimes Stories, the RealTimes all-in-one app is loaded with features for getting the most out of your personal media. Verizon Cloud users now have access to the following features in the RealTimes app:

• Manage and enjoy your entire photo and video collection with one app

• Add photos and videos to the app automatically when auto upload is enabled

• Easily share all of your personal videos of any length and photos publicly or privately - recipients do not need the RealTimes app to be able to view the media shared

• Safely store your precious family memories in the cloud and access them across all your devices

• Automatically organize all your photos and videos into a timeline by date and location making them easy to access and view

• View video and photos across your devices - TV, tablet, smartphone or PC - with the highest quality video possible and automatically formatted for each device

• Upload photos and videos to one account from multiple devices making it easy to manage and enjoy your entire video and photo collection in one place

• Notify invited friends and family automatically when new photos, videos, and Stories are added to Smart Albums

For $1.99 a month, Verizon Cloud subscribers can enjoy access to all music tracks, all filters/effects for videos and unlimited video duration.

For more information on RealTimes, please visit Real.com. Additional information on Verizon Cloud is available here.

About RealNetworks

RealNetworks creates innovative products and services that make it easy for people to connect with and enjoy digital media. RealNetworks invented the streaming media category and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. Find RealNetworks corporate information at www.realnetworks.com.

RealNetworks and its respective logos are trademarks, registered trademarks, or service marks of RealNetworks. Other products and company names mentioned are the trademarks of their respective owners.

About RealTimes

RealTimes helps bring your memories to life by automatically and instantly creating video montages from your photo and video collection on your smartphones. You can customize these RealTimes Stories with your own music and titles, and share them with friends and family either privately or through social media. RealTimes also lets you safely store all of your media and RealTimes Stories in a secure cloud that you can access from any device or computer, anytime so your moments are always with you.

About Verizon

Verizon Communications Inc. (NYSE, Nasdaq: VZ) employs a diverse workforce of 177,900 and generated more than $127 billion in 2014 revenues. Verizon Wireless operates America's most reliable wireless network, with 110.8 million retail connections nationwide. Headquartered in New York, Verizon also provides communications and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers worldwide. For more information, visitwww.verizon.com/news/.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to the partnerships and the market for the RealNetworks RealTimes product, and expectations regarding its functionality, usability, and availability. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include technological

factors, consumer acceptance, and competitive factors such as the emergence of new entrants in the market. More information about potential risk factors that could affect RealNetworks' business is included in RealNetworks' annual report on Form 10-K for the most recent year ended December 31, its quarterly reports on Form 10-Q and in other reports and documents filed by RealNetworks from time to time with the Securities and Exchange Commission. The company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

EX-99.2

Exhibit 99.2

Dear RN Team:

I’m writing to share some important news.

Today we’re making 3 interrelated announcements - one about strategy, one about a new organizational plan to align behind that strategy, and one about a very important business partnership that kicks off the next phase in our strategic plan.    I know this is a long note, but there’s a lot to cover so please read it carefully.

Before I details these announcements, let me put them into context.   

Two years ago we launched RealPlayer Cloud (RPC), a major initiative to re-invent our core media player franchise for the cloud and mobile era.  Then, 6 months ago, we launched RealTimes, an innovative product built on top of the RPC platform that enables people to easily turn their personal digital photos and videos into compelling experiences.  On our own we have already garnered over 14 million registered users of these two products.  I think the team has done a tremendous job in creating RPC and RealTimes, and I am proud to be part of the team that made these products.

In the past two years we’ve created 2 great products and learned a lot about inventing very cool and relevant video and photo apps for consumers.   Today we’re applying these learnings to double down on what’s working, to pivot what’s not working, and to align our team behind this new strategy.    

1.  The Strategy Announcement

We are refocusing our strategy to prioritize the following areas:

• Leveraging partners, especially carriers, to drive scale for RealTimes.     We have been working hard to put together significant partnerships in the U.S., Japan, Europe, and Latin America.   I’m very happy to report that today we’re announcing the first of these partnerships (see below).

• Further opening up RealTimes to a wide range of partners by developing a RealTimes SDK that enables partners to deeply integrate RealTimes capabilities into partner products and services.

• Moving to a “BYOC,” or “bring your own cloud” model for RealTimes.   We will continue to offer a complete solution including unlimited storage, but we think, over time, most consumers will use RealTimes in combination with other cloud storage relationships.

• On PCs, we will make the RealPlayer product and brand our primary focus going forward.   We have a very interesting and potentially compelling pipeline of innovations around RealPlayer that we’re  excited about.  I look forward to sharing more in the weeks ahead.

We believe this strategy allows us to get our products into the hands of more consumers faster than any other way and allows the Company to start to monetize that experience faster and more efficiently.

In order to put the right focus on the above initiatives, we are de-emphasizing some other initiatives that were originally part of the RealTimes program:

• The PC RealTimes Client has turned out to be less integral to the core strategy than we expected.   We’ll put more focus on our excellent web RealTimes client, which works great on PCs and Macs.

• With our move to BYOC, we will put fewer resources into expanding the functionality of our end-to-end Cloud offering.

• We have decided to “bite the bullet” and finally and completely move RealPlayer off of our legacy e-commerce and account management systems.    We first deployed these systems 18 years ago and they served us well, but it’s time for us to move to a modern system that’s more scalable and cost efficient and leverages industry innovation.

We’re very excited about our new focus and we think it will lead to great success in the months ahead.  In order to implement this re-focusing properly and to align our cost structure with the economics of this strategy, we also have to reduce the part of our team that was working on the pieces that we’re de-emphasizing.

2. The Organizational Realignment Plan

• As a result of de-emphasizing our own cloud initiatives and our PC RealTimes Client, moving away from our legacy e-commerce system, and moving to leverage partners more, we are going to decrease the size of the RP and RT product development teams and go from 3 primary development sites for RT/RP (Seattle, Zagreb, and Beijing) to 2 (Seattle and Zagreb).

• Beijing will continue to be a very important development site for the company.   While we will keep our web operations team for RealPlayer/RealTimes there, Beijing will move to being primarily focused on RMHD and our Codec business globally and the Chinese market for other products.

• We have decided to “bite the bullet” and finally and completely move RealPlayer off of our legacy e-commerce and account management systems.    We first deployed these systems 18 years ago and they served us well, but it’s time for us to move to a modern system that’s more scalable and cost efficient and leverages industry innovation.

Yesterday we talked to all of the employees whose jobs are directly impacted by these changes -- a total of about 60.   As always, we are going to be fair and generous in the severance we offer these employees and will work hard to find them other roles in the Company where skills match.

To be clear -- the RealTimes and RealPlayer teams will still be the single largest development group in the Company - over 100 people work on these products in Seattle and Zagreb and these initiatives continues to be among our very most important ones across the Company. 

The above changes don’t affect the rest of Real.   Real remains deeply committed to our other carrier services businesses (led by Ring-Back Tones), our RMHD/Codec business, our GameHouse games business, and our significant position in Rhapsody.    Indeed, both GameHouse and Rhapsody have been growing their staffs significantly during 2015 and we expect they will continue to do so, including potentially redeploying some of the people who are moving off of the RealPlayer and RealTimes team.

3.  The business partnership announcement

Last but not least, we’re delighted to announce a new partnership with Verizon to integrate RealTimes directly into one of Verizon’s foundation products, Verizon Cloud.  The integration allows the 30+ million users of Verizon Cloud to directly create RealTimes stories directly from the Verizon Cloud app.     The new integrated offering has just started shipping on Android, and ships on IOS later this month.

This announcement is potentially huge for RealNetworks and for RealTimes.  It puts RealTimes directly into the hands of tens of millions of Verizon customers, dramatically increasing our reach and lowering our cost of customer acquisition.  And it creates and showcases a model for integrating RealTimes into partner products and services that we intend to roll out around the world in the weeks and months ahead.

I’m incredibly proud of the team - both on the product and business side - that put this relationship together.   It has been an intense project, but well worth it.   I can’t imagine a better kick off to the next phase of RealTimes’ development and growth.

We’ll have much more to say about all of the above at a series of Company meetings, including a full company meeting in Seattle in 2 weeks (November 17^th) and continuing with meetings at our key sites around the world in the days ahead.

I know that change can be hard.   This is a pivotal time in the Company’s history and we appreciate the contributions our whole team has made to get us here.  At the same time, I and the rest of the Company’s senior management team very much believe that these changes, combined with the early momentum we’re seeing with Verizon and other partners to come, sets RealTimes up for great success in the months ahead. 

One final note - this note contains information that we haven’t made public yet.    Later today we’ll do so.    When you see this note on RNN you’ll know it’s ok to discuss the contents of this note with partners and others outside of Real.

If you have any questions or comments, please don’t hesitate to share them.   Looking forward to discussing further and to a great future for Real.