-----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, ImOht9ERVrl8J665/Va2cAN8O2suwke/g7Oi8XN1IdDPNt1imu9R0AH+0M11G8Mc eGglKHHC+/+gJ4home3FOQ== 0001095811-01-502599.txt : 20010605 0001095811-01-502599.hdr.sgml : 20010605 ACCESSION NUMBER: 0001095811-01-502599 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010604 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: POS AM SEC ACT: SEC FILE NUMBER: 333-35904 FILM NUMBER: 1653909 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 POS AM 1 v73173p1posam.txt POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2001 REGISTRATION NO. 333-35904 ================================================================================ 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 Number) incorporation or organization) 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 April 28, 2000, RealNetworks, Inc. filed a registration statement on Form S-3 (No. 333-35904) (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 May 10, 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 981,088 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 468,191 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 May 10, 2001. Accordingly, RealNetworks hereby de-registers 468,191 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 June 1, 2001 - ----------------------------- of the Board (Principal Executive Robert Glaser Officer) /s/ Paul Bialek Senior Vice President - Finance and June 1, 2001 - ----------------------------- Operations, Chief Financial Officer and Paul Bialek 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 Director June 1, 2001 - ----------------------------- Paul Bialek Attorney-in-Fact
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