<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1999
Registration No. 333-83939
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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
incorporation or organization) Identification Number)
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
and Chief Financial Officer
RealNetworks, Inc.
2601 Elliott Avenue
Seattle, Washington 98144
(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:
Scott L. Gelband
Perkins Coie LLP
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
_____________
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. [X]
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. [ ]
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DEREGISTRATION OF SECURITIES
On July 28, 1999, RealNetworks, Inc. filed a registration statement on Form
S-3 (No. 333-83939) (the "Form S-3") which registered 26,666 shares of its
common stock for resale from time to time. The Form S-3 was declared effective
by the Commission on August 10, 1999.
This Post-Effective Amendment No. 1 to the Form S-3 deregisters all of the
shares of common stock that remain unsold hereunder as of the date hereof.
[The remainder of this page is intentionally left blank.]
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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 August 26, 1999.
REALNETWORKS, INC.
By: /s/ Paul Bialek
----------------------------------
Paul Bialek
Senior Vice President - Finance and
Operations and Chief Financial Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Robert Glaser Chief Executive Officer, Chairman of the August 26, 1999
- --------------------------------- Board and Treasurer
*Robert Glaser (Principal Executive Officer)
/s/ Paul Bialek Senior Vice President - Finance and Operations August 26, 1999
- --------------------------------- and Chief Financial Officer
Paul Bialek (Principal Financial and Accounting Officer)
*Edward Bleier Director August 26, 1999
- ---------------------------------
Edward Bleier
*James Breyer Director August 26, 1999
- ---------------------------------
James Breyer
*Bruce Jacobsen Director August 26, 1999
- ---------------------------------
Bruce Jacobsen
*Mitchell Kapor Director August 26, 1999
- ---------------------------------
Mitchell Kapor
*By: /s/ Paul Bialek August 26, 1999
------------------------------------
Paul Bialek
Attorney-in-Fact
</TABLE>
