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): April 5, 2012
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
| WASHINGTON | 0-23137 | 91-1628146 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code (206) 674-2700
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 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 5, 2012, RealNetworks, Inc. (the “Company”) completed the sale of certain patents, patent applications and related rights held by the Company (the “Patent Assets”) and certain assets of the Company relating to its Next Generation Video codec technologies (the “Codec Assets”) to Intel Corporation (“Intel”) pursuant to the Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of January 26, 2012, between the Company and Intel. In accordance with the Asset Purchase Agreement, Intel acquired the Patent Assets and Codec Assets for a cash purchase price of $120,000,000 and the assumption of certain liabilities of the Company. In addition, pursuant to the license agreement, dated as of January 26, 2012 (the “License Agreement”), between Intel and the Company, as of April 5, 2012, Intel granted to the Company a non-exclusive, royalty-free, fully paid up, irrevocable (except as set forth in the License Agreement) and worldwide license (without the right to grant sublicenses) under the Patent Assets for use in connection with the Company’s businesses.
The foregoing descriptions of the Asset Purchase Agreement and License Agreement do not purport to be complete and are qualified in their entirety by reference to the Asset Purchase Agreement and License Agreement, attached as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD. |
On April 5, 2012, the Company issued a press release announcing the closing of the transaction. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 2.1 | Asset Purchase Agreement, dated as of January 26, 2012, by and between RealNetworks, Inc. and Intel Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2012). | |
| 10.1 | License Agreement, dated as of January 26, 2012, by and between RealNetworks, Inc. and Intel Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2012). | |
| 99.1 | Press Release issued by RealNetworks, Inc. dated April 5, 2012. | |
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 Eggers | |
| Name: Michael Eggers Title: Senior Vice President, Chief Financial Officer and Treasurer | ||
Dated: April 5, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 2.1 | Asset Purchase Agreement, dated as of January 26, 2012, by and between RealNetworks, Inc. and Intel Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2012). | |
| 10.1 | License Agreement, dated as of January 26, 2012, by and between RealNetworks, Inc. and Intel Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 30, 2012). | |
| 99.1 | Press Release issued by RealNetworks, Inc. dated April 5, 2012. | |
Exhibit 99.1
RealNetworks Completes Sale of Patents and Next Generation
Video Codec Software to Intel
Seattle, WA—April 5, 2012—RealNetworks Inc. (Nasdaq: RNWK) said today it has completed the previously announced sale of patents and next generation video codec software to Intel Corporation for $120 million.
RealNetworks retains certain rights to continue to use the patents in current and future products and does not expect the sale will have any material impact on its businesses.
RealNetworks originally announced the asset purchase agreement and licensing agreement on January 26, 2012. The press release announcing the sale can be found at http://realnetworks.com/press/releases/2012/intel-to-buy-patents-and-next-generation-video-codec-software-from-realnetworks.aspx.
A copy of the Form 8-K, filed today, can be found at http://investor.realnetworks.com/sec.cfm.
About RealNetworks
RealNetworks creates innovative applications 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/about-us.
RealNetworks is a registered trademark of RealNetworks, Inc. All other trademarks, names of actual companies and products mentioned herein are the property of their respective owners.
For More Information
Financial:
Marj Charlier, RealNetworks
206-225-6785
mcharlier@real.com
Press Only:
Barbara Krause. Krause Taylor Associates for RealNetworks
408-981-2429
barbara@krause-taylor.com
Forward Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to the impacts of the sale transaction on RealNetworks’ businesses and the continued development of RealNetworks’ technology assets. More information about potential risk factors that could affect RealNetworks’ business and financial results is included in RealNetworks’ annual report on Form 10-K for the most recent year ended December 31, and 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. Actual results may differ materially from estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.