REALNETWORKS INC
8-K, 1999-05-04
COMPUTER PROGRAMMING SERVICES
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                       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 20, 1999



                               REALNETWORKS, INC.
               (Exact name of registrant as specified in charter)

                                   WASHINGTON
                 (State or other jurisdiction of incorporation)

                                     0-23137
                            (Commission File Number)

                                   91-1628146
                        (IRS Employer Identification No.)

                1111 THIRD AVENUE, SUITE 2900, SEATTLE, WA 98101
              (Address of principal executive offices) (Zip Code)

                                 (206) 674-2700
              (Registrant's telephone number, including area code)

                                      NONE
          (Former name or former address, if changed since last report)



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ITEM 5. OTHER EVENTS

     On April 20, 1999, RealNetworks, Inc. announced that its Board of Directors
approved a two-for-one stock split of its common stock ("Common Stock"), payable
in the form of a dividend. Shareholders of record on April 27, 1999 will receive
one additional share of Common Stock for each share of Common Stock held on
April 27, 1999. The payment date for this stock dividend will be on or about May
10, 1999.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) Exhibits

<TABLE>
<CAPTION>
     Exhibit Number        Description
     --------------        -----------
<S>                        <C>
            99.1           Press Release dated April 20, 1999
</TABLE>



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                                    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/  Robert Glaser
                                               ---------------------------------
                                                 Robert Glaser
                                                 Chairman of the Board and Chief
                                                   Executive Officer

Dated:  April 29, 1999



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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit Number          Description
     --------------          -----------
<S>                          <C>
            99.1             Press Release dated April 20, 1999
</TABLE>



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<PAGE>   1

                                                                    EXHIBIT 99.1



                      REALNETWORKS ANNOUNCES 88% GROWTH IN
                             FIRST QUARTER REVENUES

                           TWO-FOR-ONE SPLIT DECLARED

                  BROADBAND DEALS WITH @HOME AND ENRON SOLIDIFY
                 REALNETWORKS LEAD IN MEDIA DELIVERY ON THE WEB

  ENHANCED REALGUIDE FACILITATES IMPROVED CONSUMER CONNECTION WITH PROGRAMMING

SEATTLE, WA, April 20, 1999 -- RealNetworks(TM) (Nasdaq: RNWK), the recognized
leader in media delivery on the Internet, today announced record results for the
quarter ended March 31, 1999.

        RealNetworks reported net revenues of $23.5 million in the first quarter
of 1999, an increase of 88% from net revenues of $12.5 million in the first
quarter of 1998. This represents the 15th consecutive quarter of sequential
revenue growth. Net loss for the first quarter of 1999 was $0.7 million, or
($0.02) per share, compared to a pro form net loss for the first quarter of 1998
of $2.2 million, or ($0.07) per share (excluding a one-time charge for
in-process research and development from the March 1998 acquisition of Vivo
Software, Inc.).

        The Company also announced that its board of directors approved a
two-for-one split of its common stock. Shareholders will receive one additional
share for every share held on the record date of April 27, 1999. The additional
shares will be mailed or delivered on or about May 10, 1999, by the Company's
transfer agent, ChaseMellon Shareholder Services.

        "This was another successful quarter for RealNetworks," said Rob Glaser,
Chairman and CEO of RealNetworks, Inc. "New partnerships with @Home and Enron
are taking us strategically into the coming age of broadband media delivery. Our
enhanced RealGuide is a significant improvement in the way we connect consumers
with the increasing volume of programming that is broadcast on the Web. Our
momentum continued in April, with announcements of our partnership with IBM and
our pending acquisition of Xing Technology, both of which prepare RealNetworks
for a strong entry into the digital media distribution market.



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        "We continue to be successful in our businesses based on four strong
pillars: great technology; a huge registered base of 60 million unique
RealPlayer users; connecting consumers to great content; and an ever-expanding
ecosystem of strong industry partners."

        FIRST QUARTER HIGHLIGHTS

        In January, RealNetworks announced agreements with @Home Networks and
Enron Communications to develop and deliver RealSystem G2-based broadband
streaming media services over the @Home Network and the Enron Intelligent
Network, which will deliver broadband media experiences to consumers.

        RealNetworks launched in March an enhanced RealGuide(TM), the most
comprehensive source to high-quality streaming media programming available on
the Internet. RealGuide provides viewers with one-click access to the day's top
stories and programming from nearly 200 RealChannels(TM) and Presets, as well as
access to more than 2200 television and radio stations broadcasting on the
Internet and over 3000 sites featuring RealAudio(R) and RealVideo(R)
programming.

        DIGITAL MUSIC DELIVERY ANNOUNCEMENTS

        In April, RealNetworks and IBM announced an agreement to integrate
RealNetworks client technology and encoding tools into IBM's Electronic Music
Management System (EMMS), a system developed for the preparation and
distribution of all forms of digital content, including music. Also in April,
RealNetworks entered into a definitive agreement to acquire privately-held Xing
Technology Corporation, the leading developer and provider of MP3 software.

        ABOUT REALNETWORKS

        RealNetworks, Inc. (Nasdaq: "RNWK"), based in Seattle, WA, is the
recognized leader in the streaming media market. It develops and markets
software products and services designed to enable users of personal computers
and other consumer electronic devices to send and receive audio, video and other
multimedia services using the Web. RealNetworks can be found on the World Wide
Web at www.real.com.


This announcement contains forward looking statements that involve risks and
uncertainties, including those relating to the Company's ability to continue to
maintain its leadership in media delivery over the Internet. Actual results may
differ materially from the results predicted and reported results should not be
considered an indication of future performance. The potential risks and
uncertainties include, among others, the Company's limited operating history;
the unpredictability of future revenues; potential fluctuation in quarterly
operating results; intense competition from Microsoft and other streaming media
product and service providers; the evolving nature of the market for the
Company's products



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and services; product delays and errors; challenges associated with managing
rapid growth and the risks associated with acquisitions; dependence on key
personnel; the ability of the Company to continue to innovate and protect its
intellectual property; the importance of strategic relationships with leading
companies in the broadcast, entertainment and technology industries; the
Company's dependence on third parties for sales, technology, content and
distribution; and the volatility of the Company's stock price . More information
about potential risk factors that could affect the Company's business and
financial results is included in the Company's annual report on Form 10-K for
the year ended December 31, 1998, and from time to time, in other reports filed
by the Company with the Securities and Exchange Commission.

RealNetworks, RealGuide, RealPlayer, RealAudio and RealVideo are trademarks or
registered trademarks of RealNetworks, Inc. All other companies or products
listed herein are trademarks or registered trademarks of their respective
owners.




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